Jaguar Mining Inc. — Governance Information 2020

Aug 26, 2020

JAGUAR MINING INC. ARTICLES AND BY-LAWS PACKAGE

As of August 25, 2020

TABLE OF CONTENTS

Articles of Incorporation dated March 1, 2002 3
Articles of Amalgamation dated October 9, 2003 8
Articles of Reorganization dated April 22, 2014 17
Articles of Amendment dated July 21, 2020 130
Articles of Amendment dated August 24, 2020 134
By-Laws 137

Articles of Incorporation dated March 1, 2002

[see attached]

Nouveau G Brunswick

ALFARANT RARA RARA RARA DE ARABATA.
NA NATURAL NATURAL NATURAL NATURAL

CANADA PROVINCE OF NEW BRUNSWICK BUSINESS CORPORATIONS ACT CERTIFICATE OF INCORPORATION (SECTION 6)

CANADA PROVINCE DU NOUVEAU-BRUNSWICK LOI SUR LES CORPORATIONS COMMERCIALES CERTIFICAT DE CONSTITUTION EN CORPORATION (ARTICLE 6)

Jaguar Mining Inc.

Name of Corporation / Raison sociale de la corporation

516303

Corporation Number / Numéro de la corporation

I HEREBY CERTIFY that the above-mentioned corporation, the Articles of Incorporation of which are attached. JE CERTIFIE que la corporation mentionnée ci-dessus, dont les statuts constitutifs sont joints à ce certificat, a été

EN EN EN EN ANTIERE NA

was incorporated under the Business Corporations Act of the Province of New Brunswick. constituée en corporation en vertu de la Loi sur les corporations commerciales de la province du Nouveau-Brunswick.

Director Directeur

المستقبل المركب المستقبل المستقبل المستقبل المستقبل المستقبل المستقبل

Date of Incorporation Date de constitution

e a

March 1, 2002

			Nouveau Act Brunswick
		BUSINESS CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 4)			LOI SUR LES CORPORATIONS COMMERCIALES FORMULE 1 STATUTS CONSTITUTIFS (ARTICLE 4)
	1 - Name of Corporation :			Raison sociale de la corporation :
	Jaguar Mining Inc.
		2 - The classes and any maximum number of shares that the corporation is authorized to issue and any maximum aggregate amount for which shares may be issued including shares without par value and/or with par value and the amount of the par value -			Les catégories et le nombre maximal d'actions que la corporation pe- émettre ainsi que le montant maximal global pour lequel les action peuvent être émises y compris les actions sans valeur au pair ou av- valeur au pair ou les deux et le montant de la valeur au pair :
		An unlimited number of common shares without nominal or par value.
				Restrictions, s'il y en a, au transfert d'actions :
	None.	3 - Restrictions, if any, on share transfers :
		4 - Number (or minimum and maximum number) of directors :			Nombre (ou nombre minimum et maximum) des administrateurs :
					Minimum of one (1) and a maximum of nine (9) as determined by resolution of the board of directors. Restrictions, s'il y en a, à l'activité que peut exercer la corporation :
	None	5 - Restrictions, if any, on business the corporation may carry on :
				D'autres dispositions, le cas echeant :
5 -	Other provisions, if any	The annexed Schedule "A" is incorporated in this Form.
				Fondateurs.
	7 - Incorporators: Date	Names - Noms		Address (include postal code) Adresses (y compris le code postal)	Signature
	Feb 28, 2002	Kim McCurdy	P.O. Box 7289, Stn. "A" Saint John, N.B. E2L 4S6	44 Chipman Hill, Suite 1000	$ \tau$ Cu
	FOR DEPARTMENT USE ONLY			RESERVE A L'USAGE DU MINISTÈRE

$\bar{z}$

DSG 01/2000

$\ddot{\phantom{a}}$

$\hat{\mathbf{r}}$

للمستقار والمنابي $\alpha$

÷,

Jaguar Mining Inc.

(hereinafter referred to as the "Corporation")

THIS IS SCHEDULE "A" TO THE FOREGOING FORM 1 UNDER THE NEW BRUNSWICK BUSINESS CORPORATIONS ACT

$\mathbf{1}$ .

$\overline{2}$ .

PLACE OF SHAREHOLDER MEETINGS

Notwithstanding subsections (1) and (2) of Section 84 of the Business Corporations Act, as from time to time in force, meetings of shareholders of the Corporation may be held outside New Brunswick at the following places:

$\frac{1}{2}$

(1) Ontario; or

(2) New Hampshire.

PRE-EMPTIVE RIGHTS

• Notwithstanding subsection (2) of Section 27 of the Business $(A)$ Corporations Act, as from time to time in force, but subject however to any rights arising under any unanimous shareholders agreements, the holders of equity shares of any class, in the case of the proposed issuance by the Corporation of, or the proposed granting by the Corporation of rights or options to purchase, its equity shares of any class of any shares or other securities convertible into or carrying rights or options to purchase its equity shares of any class, shall not as such, even if the issuance of the equity shares proposed to be issued or issuable upon exercise of such rights or options or upon conversion of such other securities would adversely affect the unlimited dividend rights of such holders, have the pre-emptive right as provided by Section 27 of the Business Corporations Act to purchase such shares or other securities.
• Notwithstanding subsection (3) of Section 27 of the Business $(B)$ Corporations Act, as from time to time in force, but subject however to any rights arising under any unanimous shareholders agreements, the holders of voting shares of any class, in case of the proposed issuance by the Corporation of, or the proposed granting by the Corporation of rights or options to purchase, its voting shares of any class or any shares or options to purchase its voting shares of any class, shall not as such, even if the issuance of the voting shares proposed to be issued or issuable upon exercise of such rights or options or upon conversion of such other

BS 404112.1

3.

securities would adversely affect the voting rights of such holders, have the pre-emptive right as provided by Section 27 of the Business Corporations Act to purchase such shares or other securities.

FINANCIAL ASSISTANCE

The Corporation may, directly or indirectly, give financial assistance by means of a loan, guarantee or otherwise:

• to any shareholder, director, officer or employee of the Corporation or of $(a)$ an affiliated corporation, or
• to any associate of a shareholder, director, officer or employee of the $(b)$ Corporation or of an affiliated corporation;

whether or not:

• the Corporation is, or after giving the financial assistance would be, unable $(c)$ to pay its liabilities as they become due; or
• the realizable value of the Corporation's assets, excluding the amount of $(d)$ any financial assistance in the form of a loan or in the form of assets pledged or encumbered to secure a guarantee, after giving the financial assistance, would be less than the aggregate of the Corporation's liabilities and stated capital of all classes.

FILED / DÉPOSÉ MAR 0 1 2002

د
تون

$-2-$

Articles of Amalgamation dated October 9, 2003

[see attached]

Minitory of $\widehat{\mathfrak{S}}$ Conpumerand ing. Disamung dari ked OBRTIFICATE tive is is gangy ulai libra ankora lija ohagu va lit	For Ministry Use Only A l'usage exclusif du ministère Ministère des Setvices Aux durscrimateuru ,bi ayn chirophio . CERTIFICAT Ele ĝen ĉi evalsi la la la sista s EREARC SHANGULER IS	Cittaño Corporation Number Numero de la compagnie en Ontario 1591416	Ţ.
	OCTOBER 0 9 OCTOBRE, 2009 Offector / Offectrice Business Corporations Act / Lol auf les sociétés por cotiens
Form 4 Business Corporations Art Formule rumero 4 Loi sur los compagnies	1. The name of the amalgamated corporation is: JAGUAR MUNING 姜 ÷ Ä $\Delta t$ 2. The address of the registered office is:	ARTICLES OF AMALGAMATION. STATUTS DE FUSION Dénomination sociale de la societé issue de la fusion: ق I. N. Ė Adresse du slége social:
	Suite 2500, 20 Queen Street West City of Toronto (Name of Municipality or Post Office) (Nom de la minicipalité ou du bureau de poste) 3. Number (or minimum and maximum number) of directors is:	(Street & Number or R.R. Number & If Multi-Office Building give Room No.) (Rue et numero, bu homero de la R.R. et, s'il s'agit d'un adlice a bureaux, numero du bureau) Nombre (ou nombres minimal et maximal) d'administrateurs:	$M_1 = 1 M_1 = 1 S_1$ (Postal Code/Code postal)
	Minimum: 3, Maximum: 11 4. The director(s) is/are: First name, initials and sumarne Prénom initiales et nom de familie	Administrateur(s): Address for service, giving Street & No. or R.R. No., Municipally and Postal Code Domicile elu, y compris la rue et le humèro, le numero de la R.R., ou le nom de la municipalité et le code postal	Resident Canadian State Yes or No Resident canadien Oui/Non
	Daniel R. Titcomb Robert Jackson Gary German	48 Pleasant Street, Concord NH 03301 370 Maple Ave., Oakville, Ontario L6J 2H9 Scotia Plaza, 40 King Street West, Suite 3600 Toronto, Ontario M5H 3Y2	No Yes Yes
TOINT I (BCA) CAKESOLING (DBIDO)

$\label{eq:2.1} \mathcal{L}(\mathcal{L}(\mathcal{L})) = \mathcal{L}(\mathcal{L}(\mathcal{L})) = \mathcal{L}(\mathcal{L}(\mathcal{L})) = \mathcal{L}(\mathcal{L}(\mathcal{L}))$

$\mathcal{L}(\mathcal{L})$ . The set of $\mathcal{L}(\mathcal{L})$

	4. The director(s) is the First name, initials and surname Prenom, Initiales et nom de familie	Administrateur(s): Address for service, giving Street & No. or R.R. No., Nunicipality and Postal Code. Domicile elu, y compris la rue et le numero, le numero de la R.R., le nom de la municipalité et le code postal	Figshident Canadian Stain Yes or No Résident canadien Ouil/Non
	Juvanil Felix	Rua Fernandes Tourinho, 487 Sala 402 30.112-000, Savassi - Belo Horizonie, Minas Gerala, Brazil	No.
	Gabriel Crozzoli	161 Bay Street, Suite 2400 BCE Place, P.O. Box 716 Toronto, Ontario M5J 2S1	Yes.
$\mathcal{L} = {0,1,2,3}$	$\mathcal{L}(\mathcal{L}^{\mathcal{L}})$ and $\mathcal{L}(\mathcal{L}^{\mathcal{L}})$ and $\mathcal{L}(\mathcal{L}^{\mathcal{L}})$	$\mathcal{O}(\mathcal{O}(1))$ . The set of $\mathcal{O}(\mathcal{O}(1))$ $\label{eq:2.1} \mathcal{L}(\mathcal{L}^{\mathcal{L}}{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}{\mathcal{L}}))\leq \mathcal{L}(\mathcal{L}^{\mathcal{L}}{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}{\mathcal{L}}))\leq \mathcal{L}(\mathcal{L}^{\mathcal{L}}{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}{\mathcal{L}}))$

$\label{eq:2.1} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\$

$\mathcal{A}^{\text{max}}_{\text{max}}$

1. A) The amalgement as been duly adopted
   by the shareholders of each of the analgemating
   corporations as required by subsection 176 (4) of the
   Business Corporations Act on the date set out below. A) Les actionnaires de chaque compagnie qui
   fusionne ont dument adopté la convenition de 2. fusion conformement au paragraphe 176 (4) de la Loi sur les compagnies à la date $\mathbf{X}$ mentionnée ci-dessous. dia. Check Cocher A ou B AorB B) The amalgamation has been approved by the
   directors of each amalgamating corporation by a
   resolution as required by section 177 of the Business B) Les administrateurs de chaque compagnia
   qui lusionne ont approuve la fusion par voie
   de résolution conformément à l'article 177 de la Loi sur les compagnies à la date
   mentionnée ci-dessous. Les statuts de fusion Corporations Act on the date set out below. The articles of amalgamation in substance contain the provisions of the articles of incorporation of reprennent essentiellement les dispositions des statuts constitutifs de and are more particularly set out in these articles. el sont enouncés textueliement aux présentes statuts. $\boldsymbol{\mathcal{G}}$ Names of amalgamating Ontarlo Corporation Number Date of Adoption/Approval Numero de la compagnie en corporations
   Dénomination sociale des
   compagnies qui fusionnent Date d'adoption ou d'approbation Rainbow Gold Ltd. 1043593 September 26, 2003 1589461 October 8, 2003 Jaguar Mining Inc.

TORM 4 (B.C.A.)
CARESON INC (BB/DO)

Limites, s'il y a lieu, imposées aux activités
commerciales ou aux pouvoirs de la compagnie. 3,

The dasses and any maximum number of shares that the
corporation is authorized to issue: $\mathbf{7}_i$ The dasses

Class of Shares

Common shares

Catégories et nombre argement, sit y a lieu.
d'actions que la compagnie est autorisée a emettre:

Maximum Number

Unlimited

.
Cantsolthe K

ć,

1. Rights, privileges, restrictions and conditions (if any)
   ettaching to each class of shares and directors authority
   with respect to any class of shares which may be issued
   in series:

$\ddot{\phantom{0}}$

¢

Ņ

Drolts, privilèges, restrictions et conditions, s'il y = 4.
a lieu, rattachés à chaque catégorie d'actions et
pouvoirs des administrateurs relatifs à chaque
catégorie d'actions qui peut être emise en serie:

NONE.

$\epsilon_{\rm A}$

$\mathbf{A}_i$

$\vec{p}$ ÷.

The issue, transfer or ownership of shares is/is no.
restricted and the restrictions (if any) are as follows:

L'émission, le transfert ou la propriété d'actions 5. estin's st pas restreinte. Les restrictions, s'il y a lieu. sont les suivantes:

1. Other provisions, (if any)!

None

Autres dispositions, stl y a lieu:

(a) The directors of the corporation may, without authorization of the shareholders:

• (i) borrow money on the credit of the Corporation;
• (ii) Issue, relssue, sell or pledge debt obligations of the Corporation;
• (iii) subject to the Business Corporations Act of Ontario, give a guarantee on behalf of the
  Corporation to secure performance of an obligation of any person; and
• (iv) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

The directors may from lime to time delegate to such one or more of the directors and officers of the Corporation as may be designated by the directors all or any of the powers conferred on the directors. above to such extent and in such manner as the directors shell determine with respect to each such. delegation.

1. The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule 'A'.

Les déclarations exiges aux termes du
paragraphe 178(2) de la Loi sur les compagnies
constituent l'annexe A*,

1. A copy of the amalgamation agreement or directors resolutions (es the case may be) is/are attached as
   Schedule "B". Une copie de la convention de fusion ou fes resolutions des administrateurs (salon le cas) constitute(n) rannexe 8.

FORM # IB CA)
CARESON MC TORICO

These articles are signed in duplicate.

Les présents s'iatuls sont signés en double. B.
exemplaire.

Namesol the amalgamating comporations and signatures
and descriptions of office of their proper officers.

Dénomination sociale des compagnies qui
fusionnent signature et fonction de leurs dirigeants
régulièrement designés.

RAINBOW GOLD LTD.

$\rho_{0j}$ est Eongi Name of Officer استحادها Office held

JAGUAR MINING INC. Per: Jeaners L

Name of Officer
Citing Chronical

......................................

Articles of Reorganization dated April 22, 2014

[see attached]

For Ministry Use Only
A I'usage exclusif du ministère
A Transistry of Government Services

$22$

CERTIFICATE
This is to certify that these articles

プ Ontario

$\hat{\omega}$ . In the $\hat{\omega}$

are effective on

APAR

Ministère des Services gouvernementaux

AVRIL,

CERTIFICAT
Ceci certifie que les présents statuts
entrent en vigueur le

$2014$

Ontario Corporation Number
Numéro de la société en Ontario

$\mathbf{1}$

1591416

укі
У

							N.			ARTICLES OF REORGANIZATION STATUTS DE RÉORGANISATION
Form 9				1. The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS) Dénomination sociale de la société : (Écrire en LETTRES MAJUSCULES SEULEMENT) :
Business Corporations Act		J	A	G -lū	A.	IR.	M I N		I N G			I N	$ {\rm C}$
Formule 9 Loi sur les sociétés par actions
				The new name of the corporation if changed by the reorganization: (Set out in BLOCK CAPITAL LETTERS)
	2.			Nouvelle dénomination sociale de la société si elle est modifiée par suite de la réorganisation : (Écrire en LETTRES MAJUSCULES SEULEMENT) :
	З.			Date of incorporation/amalgamation: / Date de la constitution ou de la fusion :
				2003/10/09						- Year, Month, Day / année, mois, jour
	4.			The reorganization was ordered by the court on / La cour a ordonné la réorganisation le 2014-02-06
										Year, Month, Day / année, mois, jour
				and a certified copy of the Order of the court is attached to these articles as Exhibit "A", I une copie certifiée conforme de l'ordonnance de la cour constitue l'annexe «A».
	5.			In accordance with the Order for reorganization the articles of the corporation are amended as follows: Conformément à l'ordonnance de réorganisation, les statuts de la société sont modifiés de la façon suivante :
				To effect a consolidation of the issued and outstanding Common Shares on the basis of one post-consolidation Common Share for 86.39636 issued and outstanding Common Shares. Any fractional interests in the consolidated Common Shares will, without any further act or formality, be cancelled without payment of any consideration therefor.
07114 (03/2006)

The terms and conditions to which the reorganization is made subject by the Order have been complied with.
Les conditions que l'ordonnance impose à la réorganisation ont été respectées. 6.

These articles are submitted under section 186 of the Business Corporations Act and are signed in duplicate.
Les présents statuts sont déposés en vertu de l'article 186 de la Loi sur les sociétés par actions. Ils sont sign exemplaire.

JAGUAR MINING INC.

Name of Corporation / Dénomination sociale de la société

By/
Par :

Signature / Signature

Thomas Douglas Willock

'Chief Financial Officer

Description of Office / Fonction

$\mathbf 2$

07114 (03/2006)

Court File No. CV-13-10383-00CL

THIS IS TO CERTIFY THAT THIS

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

HONOURABLE REGIONAL SENIOR

SENT ATTEST QUE

MENT. DONT CHACUNI

JUSTICE MORAWETZ

THURSDAY, THE 6TH.

DAY OF FEBRUARY, 2014

DOCUMENT. EACH PAGE OF WHICH IS STAMPED WITH THE DES PAGES EST REVÉTUE DU SCEALL DE LA COUR SUPÉRIFURE SEAL OF THE SUPERIOR COURT JUSTICE AT TORONTO, IS A DE JUSTICE A TORONTO, THUMATTER OF THE COMPANIES' CREDITORS COPIE CONFORME DI E COPY OF THE DOCUMENT CONSERVE DANS US BOARD OF DEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED LE IN THIS OFFICE DAY OF February 2014 DATED AT TORONTO THIS $Z5$ JOUR DE FAIT À TORONTO LE ND IN THE MATTER OF A PLAN OF COMPROMISE OR GEMENT OF JAGUAR MINING INC. . REGISTRAR

Applicant

ORDER (Plan Sanction)

THIS MOTION made by Jaguar Mining Inc. (the "Applicant") for an Order (the "Sanction Order") approving and sanctioning the amended and restated plan of compromise and arrangement dated January 31, 2014 (and as it may be further amended, restated, modified or supplemented from time to time in accordance with its terms) (the "Plan"), as approved by the Affected Unsecured Creditors of the Applicant on January 31, 2014, and which Plan is attached as Schedule "A" to this Sanction Order, was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the within Notice of Motion, the Affidavit of T. Douglas Willock sworn February 2, 2014 and the Affidavit of T. Douglas Willock sworn February 5, 2014, including the Exhibits thereto, the Third Report of FTI Consulting Canada Inc., in its capacity as Monitor (in such capacity, the "Monitor"), dated February 3, 2014, (the "Third Report"), the Second

Report of the Monitor dated January 24, 2014 (the "Second Report") and upon hearing the submissions of counsel for the Applicant, the Monitor, the Ad Hoc Committee (as defined in the Plan), Global Resource Fund, Daniel Titcomb et al. and such other interested parties as were present, no one else appearing although duly served as appears from the affidavit of service of Evan Cobb sworn Februrary 4, 2014 and February 5, 2014, and upon being advised by counsel to the Applicant prior to this motion that the Sanction Order will be relied upon by the Applicant as an approval of the Plan for the purpose of relying on the exemption from the registration requirements of the United States Securities Act of 1933, as amended, pursuant to section 3(a)(10) thereof for the issuance of the Unsecured Creditor Common Shares and the Early Consent Shares to the extent they may be deemed to be securities.

DEFINITIONS

$1.$ THIS COURT ORDERS that all capitalized terms not otherwise defined herein shall be as defined in the Plan and in the Meeting Order granted in this proceeding on December 23, 2013 (the "Meeting Order"), as applicable.

SERVICE

$2.$ THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion Record in support of this Motion and the Third Report be and is hereby abridged and validated, such that this Motion is properly returnable today and that any further service of the Notice of Motion, the Motion Record or the Third Report is hereby dispensed with.

1. THIS COURT ORDERS AND DECLARES that there has been good and sufficient service, delivery and notice of the Plan, the Meeting Order and the Information Package to all Persons upon which notice, service and delivery were required, and that the Meeting was duly conducted in conformity with the Companies' Creditors Arrangement Act (the "CCAA") and all

DOCSTOR: 2902739\4C

Page 2

other Orders of this Court in this proceeding (the "CCAA Proceeding").

SANCTION OF THE PLAN

THIS COURT ORDERS AND DECLARES that: $\overline{4}$ .

• a) the relevant class of creditors of the Applicant for the purposes of voting to approve the Plan is the Affected Creditor Class;
• b) the Plan has been approved by the Required Majority of Affected Unsecured Creditors. all in conformity with the CCAA and the terms of the Meeting Order;
• c) the Court is satisfied that the Applicant has acted, and is acting, in good faith and with due diligence, and has complied with the provisions of the CCAA and the Orders of this Court made in the CCAA Proceedings in all respects;
• d) the Court is satisfied that the Applicant has not done nor has it purported to do anything that is not authorized by the CCAA; and
• e) the Plan, all terms and conditions thereof, and the matters and the transactions contemplated thereby, are fair and reasonable to the parties affected.

THIS COURT ORDERS AND DECLARES that the Plan (including, without limitation, 5. the transactions, arrangements, reorganizations, assignments, cancellations, compromises, settlements, extinguishments, discharges, injunctions and releases set out therein) is hereby sanctioned and approved pursuant to Section 6 of the CCAA.

PLAN IMPLEMENTATION

THIS COURT ORDERS that on the Implementation Date, the Plan (including, without 6. limitation, the transactions, arrangements, reorganizations, assignments, cancellations, compromises, settlements, extinguishments, discharges, injunctions and releases set out therein) shall be, and shall be deemed to be, implemented, binding and effective in accordance with the provisions of the Plan as of the Implementation Date at the Implementation Time, or at such other time or times and in the manner set forth in the Plan, and shall enure to the benefit of and shall be binding on the Applicant, the Affected Unsecured Creditors, all Existing Equity Holders, all holders of Equity Claims, the Released Parties, the Noteholder Released Parties, the Directors and Officers, all holders of Director/Officer Indemnity Claims, all holders of Director/Officer Claims, all holders of Released Claims and all holders of Noteholder Released Claims and all other Persons named or referred to in, affected by, or subject to the Plan, including, without limitation, their respective heirs, administrators, executors, legal personal representatives, successors and assigns, as provided for in the Plan and this Sanction Order.

THIS COURT ORDERS that the Applicant and the Monitor, as the case may be, are 7. hereby authorized and directed to take all steps and actions necessary or appropriate to implement the Plan in accordance with and subject to its terms and conditions, and enter into, execute, deliver, complete, implement and consummate all of the steps, transactions, distributions, deliveries, allocations, instruments and agreements contemplated by, and subject to the terms and conditions of, the Plan, and all such steps and actions are hereby approved. Neither the Applicant nor the Monitor shall incur any liability as a result of acting in accordance with the terms of the Plan and this Sanction Order.

THIS COURT ORDERS that upon the satisfaction or waiver, as applicable, of the 8. conditions set out in Section 12.3 of the Plan in accordance with the terms of the Plan, as confirmed by the Applicant (or counsel on its behalf) and Goodmans LLP on behalf of the Majority Consenting Noteholders and the Majority Backstop Parties, to the Monitor in writing, the Monitor is authorized and directed to deliver to the Applicant (or counsel on its behalf) and Goodmans LLP a certificate, substantially in the form attached as Schedule "B" hereto (the "Monitor's Certificate"), signed by the Monitor, certifying that all conditions precedent set out in Section 12.3 have been satisfied or waived and that the Implementation Date has occurred. The Monitor shall file the Monitor's Certificate with this Court as soon as reasonably practicable.

THIS COURT ORDERS that the steps to be taken and the transactions, arrangements, $9₁$ reorganizations, assignments, cancellations, compromises, settlements, extinguishments, discharges, injunctions and releases to be effected on the implementation Date are and shall be deemed to occur and be effected in the sequential order and at the times contemplated by Section 7.4 of the Plan, without any further act or formality, on the Implementation Date beginning at the implementation Time.

THIS COURT ORDERS AND DECLARES that the Applicant, the Monitor, the Majority $10.$ Consenting Noteholders and the Majority Backstop Parties are hereby authorized and empowered to exercise all consent and approval rights provided for in the Plan in the manner set forth in the Plan, whether prior to or after the Implementation Date.

THIS COURT ORDERS that the Applicant, the Monitor, the Trustees, DTC, the 11. Transfer Agent, the Escrow Agent and any other Person required to make any distributions, deliveries or allocations or take any steps or actions related thereto pursuant to the Plan are hereby authorized and directed to complete such distributions, deliveries or allocations and to

take any such related steps or actions, as the case may be, in accordance with the terms of the Plan, and such distributions, deliveries and allocations, and steps and actions related thereto, are hereby approved.

THIS COURT ORDERS that, subject to the payment of any amounts secured by the $12.$ Charges (as such term is defined in the Initial Order) that remain owing on the Implementation Date, if any, each of the Charges shall be terminated, discharged and released on the Implementation Date.

EFFECT OF PLAN IMPLEMENTATION

THIS COURT ORDERS that subject to the performance by the Applicant of its 13. obligations under the Plan, and except to the extent expressly contemplated by the Plan or this Sanction Order, all obligations or agreements to which the Applicant is party immediately prior to the Implementation Date will be and remain in full force and effect as at the Implementation Date, unamended except as they may have been amended by agreement of the parties subsequent to the Filing Date in accordance with the Plan, and no Person who is a party to any such obligations or agreements shall, following the Implementation Date, accelerate, terminate, rescind, refuse to renew, refuse to perform or otherwise disclaim or repudiate its obligations thereunder, or enforce or exercise (or purport to enforce or exercise) any right or remedy (including any right of set-off, option, dilution or other remedy) or make any demand under or in respect of any such obligation or agreement, by reason of:

• any defaults or events of default arising as a result of the financial condition or $(a)$ insolvency of the Applicant on or prior to the Implementation Date;

• the fact that the Applicant has sought or obtained relief under the CCAA or that the $(b)$ Plan has been implemented by the Applicant;

• any changes in share ownership of the Applicant arising from implementation of the $(c)$ Plan (except in respect of existing, written senior officer and employee employment agreements of Persons who remain senior officers and employees of Jaguar as of the Implementation Date and any payments due under such agreements, which may only be waived by the senior officers and employees who are parties to such agreements); .

• the effect on the Applicant of the completion of any of the transactions $(d)$ contemplated by the Plan;
• any compromises, settlements, restructurings, recapitalizations, reorganizations or $(e)$ arrangements effected pursuant to the Plan; or
• any other event(s) which occurred on or prior to the Implementation Date which $(f)$ would have entitled any Person to enforce rights and remedies, subject to any express provisions to the contrary in any agreements entered into with the Applicant after the Filing Date.

For greater certainty, nothing in this paragraph shall waive, compromise or discharge any obligations of the Applicant in respect of any Excluded Claim.

THIS COURT ORDERS that from and after the Implementation Date, all Persons shall 14. be deemed to have waived any and all defaults of the Applicant then existing or previously committed by the Applicant or caused by the Applicant or any of the provisions of the Plan or this Sanction Order or non-compliance with any covenant, warranty, representation, tem, provision, condition or obligation, express or implied, in any contract, agreement, mortgage, security agreement, indenture, trust indenture, loan agreement, commitment letter, agreement for sale, real property lease, personal property lease or other agreement, written or oral, and any amendments or supplements thereto, existing between such Person and the Applicant. Any and all notices of default, acceleration of payments and demands for payments under any instrument, or other notices, including without limitation, any notices of intention to proceed to

enforce security, arising from any of such aforesaid defaults shall be deemed to have been rescinded and withdrawn.

THIS COURT ORDERS that, as of the Implementation Date, each Affected Unsecured 15. Creditor, each holder of a Director/Officer Indemnity Claim, each holder of a Director/Officer Claim, each holder of an Equity Claim and any person having any other Released Claim shall be deemed to have consented and agreed to all of the provisions of the Plan in their entirety and, in particular, each Affected Unsecured Creditor, each holder of a Director/Officer Indemnity Claim, each holder of a Director/Officer Claim, each holder of an Equity Claim and any person having any other Released Claim shall be deemed:

• to have granted, executed and delivered to the Monitor and the Applicant all $(a)$ consents, releases, assignments, waivers or agreements, statutory or otherwise, required to implement and carry out the Plan in its entirety; and

• $(b)$ to have agreed that if there is any conflict between the provisions, express or implied, of any agreement or other arrangement, written or oral, existing between such Affected Unsecured Creditor, holder of a Director/Officer Indemnity Claim. holder of a Director/Officer Claim, holder of an Equity Claim and any person having any other Released Claim and the Applicant as of the Implementation Date and the provisions of the Plan, the provisions of the Plan take precedence and priority, and the provisions of such agreement or other arrangements shall be deemed to be amended accordingly.

• THIS COURT ORDERS that pursuant to Section 6(2) of the CCAA, the articles of the Applicant shall be amended on the Implementation Date in accordance with the Articles of Reorganization.

THIS COURT ORDERS that (i) in accordance with the Articles of Reorganization, $17.$ substantially in the form of Schedule "C" hereto, any fractional Common Shares immediately following the consolidation of Common Shares pursuant to section Section 7.4(a) of the Plan shall be cancelled without any liability, payment or other compensation in respect thereof; and (ii) the Rights, Shareholder Rights Plan, Existing Share Options, Stock Option Plan (and for greater certainty, not including any Existing Common Shares that remain issued and outstanding immediately following the cancellation of fractional interests pursuant to Section 7,4(a) of the Plan) shall be cancelled without any liability, payment or other compensation in respect thereof.

THIS COURT ORDERS that the New Common Shares shall be deemed to be issued $18.$ and outstanding as fully-paid and non-assessable shares in the capital of the Applicant, on the Implementation Date and at the time specified in Section 7.4 of the Plan.

THIS COURT ORDERS that, on the Implementation Date, following completion of the 19. steps in the sequence set forth in Section 7.4 of the Plan, all debentures, notes, certificates, agreements, invoices and other instruments evidencing Affected Unsecured Claims (including for greater certainty the Notes and the Indentures) shall not entitle the holder thereof to any compensation or participation and shall be and are hereby deemed to be cancelled and shall be and are hereby deemed to be null and void, and the obligations of the Applicant thereunder or in any way related thereto shall be satisfied and discharged except to the extent expressly set forth in section 6.07 of the Indentures with respect to the Trustees' claims, which section 6.07 of the Indentures shall remain in effect until two months following the Implementation Date or such later date agreed to by the Applicant, the Monitor, the Trustees and the Majority Consenting Noteholders.

RELEASES AND INJUNCTIONS

THIS COURT ORDERS that, subject to paragraph 21 of this Sanction Order, on the 20. Implementation Date, in accordance with section 11.1 of the Plan and the sequence set forth in section 7.4 of the Plan, the Released Parties, the Named Directors and Officers and the Noteholder Released Parties shall be released and discharged from any and all Released Claims and any and all Noteholder Released Claims, as applicable, and any and all Released Claims and Noteholder Released Claims shall be fully, finally and irrevocably waived, discharged, released, cancelled and barred as against the Released Parties, the Named Directors and Officers and the Noteholder Released Parties, as applicable, all to the fullest extent permitted by Applicable Law.

THIS COURT ORDERS that, notwithstanding any other provision of this Sanction $21.$ Order, Continuing Other Director/Officer Claims and Non-Released Director/Officer Claims and, for greater certainty, Section 5.1(2) Director/Officer Claims, Agreed Excluded Director/Officer Litigation Claims and Agreed Excluded Jaguar Litigation Claims shall not be compromised, released, discharged, cancelled or barred by this Sanction Order or the Plan, provided that from and after the Implementation Date: (i) any Person having, or claiming any entitlement or compensation relating to, a Section 5.1(2) Director/Officer Claim or an Agreed Excluded Director/Officer Litigation Claim will be irrevocably limited to recovery in respect of such Section 5.1(2) Director/Officer Claim or Agreed Excluded Director/Officer Litigation Claim solely from the proceeds of applicable Director/Officer Insurance Policies and Persons with Section 5.1(2) Director/Officer Claims and Agreed Excluded Director/Officer Litigation Claims will have no right to, and shall not, directly or indirectly, make any claims or seek any recoveries from the Applicant, any of the Subsidiaries, any of the Directors or Officers, or any other Released Party or Noteholder Released Party, other than enforcing such Person's rights to be paid by the applicable insurer(s) the proceeds of the applicable Director/Officer Insurance Policies; and (ii) any Person having, or claiming any entitlement or compensation relating to, an Agreed Excluded Jaguar Litigation Claim will be irrevocably limited to recovery in respect of such Agreed Excluded Jaguar Litigation Claim solely from the proceeds of applicable Jaguar Insurance Policies and Persons with Agreed Excluded Jaguar Litigation Claims will have no right to, and shall not, directly or indirectly, make any claims or seek any recoveries from the Applicant, any of the Subsidiaries, any of the Directors or Officers, or any other Released Party or Noteholder Released Party, other than enforcing such Person's rights to be paid by the applicable insurer(s) the proceeds of the applicable Jaguar Insurance Policies.

THIS COURT ORDERS that all Persons shall be permanently and forever barred. 22. estopped, stayed and enjoined, from and after the Implementation Time, with respect to any and all Released Claims and Noteholder Released Claims, from: (i) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against the Released Parties, the Named Directors and Officers and the Noteholder Released Parties; (ii) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against the Released Parties, the Named Directors and Officers and the Noteholder Released Parties or their respective property; (iii) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits or demands; including without limitation by way of contribution or indemnity or other relief, in common law, or in equity, or for breach of trust or breach of fiduciary duty or under the provisions of any statute or regulation, or other proceedings of any nature or kind whatsoever (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against any

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Page 11

Person who makes such a claim or might reasonably be expected to make such a claim, in any manner or forum, against one or more of the Released Parties, the Named Directors and Officers and Noteholder Released Parties; (iv) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties, the Named Directors and Officers and the Noteholder Released Parties or their respective property; or (iv) taking any actions to interfere with the implementation or consummation of the Plan; provided, however, that the foregoing shall not apply to the enforcement of any obligations under the Plan.

THIS COURT ORDERS that paragraph 22 shall apply to Section 5.1(2) Director/Officer 23. Claims, Agreed Excluded Director/Officer Litigation Claims and Agreed Excluded Jaguar Litigation Claims in the same manner as Released Claims, except to the extent that the rights of a holder of such Section 5.1(2) Director/Officer Claims, Agreed Excluded Director/Officer Litlgation Claims and/or Agreed Excluded Jaguar Litigation Claims to enforce such rights against an insurer in respect of a Directors/Officer Insurance Policy and/or a Jaguar Insurance Policy, as applicable; are expressly preserved pursuant Section 11.1(a)(iii) and/or Section 11.1(b)(i) of the Plan.

THIS COURT ORDERS that nothing in this Sanction Order prejudices, compromises, 24. releases or otherwise affects any right or defence of (i) any insurer in respect of a Director/Officer Insurance Policy or a Jaguar Insurance Policy, or (ii) any insured in respect of a Section 5.1(2) Director/Officer Claim, an Agreed Excluded Director/Officer Litigation Claim or an Agreed Excluded Jaguar Litigation Claim.

INITIAL CCAA ORDER AND OTHER ORDERS

THIS COURT ORDERS that: 25.

• other than as expressly set out herein, the provisions of the Initial Order shall $(a)$ terminate, including the Stay Period (as defined in the Initial Order), on the Implementation Date except to the extent of the protections granted therein in favour of the Monitor; and
• all other Orders made in the CCAA Proceeding shall continue in full force and effect $(b)$ in accordance with their respective terms, except to the extent that such Orders are varied by or are inconsistent with this Sanction Order or any further Order of this Court.

THE MONITOR

THIS COURT ORDERS that the activities and conduct of the Monitor in relation to the 26. Applicant, the CCAA Proceedings, and in conducting and administering the Meeting on January 31, 2014 (as more particularly described in the Third Report) be and are hereby ratified and approved.

THIS COURT ORDERS that the Pre-Filing Report of the Monitor dated December 23, 27. 2013 (the "Pre-Filing Report"), the First Report of the Monitor dated January 13, 2014 (the "First Report"), and the Second Report and the conduct and activities of the Monitor as described therein are hereby approved.

THIS COURT ORDERS that the fees and disbursements of the Monitor and Osler, 28. Hoskin & Harcourt LLP, as counsel to the Monitor, as described in the Third Report be and are hereby approved.

THIS COURT ORDERS AND DECLARES that the Monitor has satisfied all of its 29. obligations up to and including the date of this Sanction Order, and that: (i) in carrying out the terms of this Sanction Order and the Plan and in performing its duties as Monitor in the CCAA Proceedings, the Monitor shall have all the protections given to it by the CCAA, the Initial Order, the Meeting Order and the Claims Procedure Order, and as an officer of the Court, including the stay of proceedings in its favour; (ii) the Monitor shall incur no liability or obligation for any act or omission as a result of carrying out the provisions of this Sanction Order and the Plan and in performing its duties as Monitor in the CCAA Proceedings, save and except for any gross negligence or wilful misconduct on its part; (iii) the Monitor shall be entitled to rely on the books and records of the Applicant and any information provided by the Applicant without independent investigation; and (iv) the Monitor shall not be liable for any claims or damages resulting from any errors or omissions in such books, records or information, or with respect to any such information disclosed to or provided by the Monitor, including with respect to reliance thereon by any Person.

THIS COURT ORDERS that any claims against the Monitor in connection with the 30. performance of its duties as Monitor are hereby released, stayed, extinguished and forever barred and the Monitor shall have no liability in respect thereof.

THIS COURT ORDERS that no action or other proceeding shall be commenced 31. against the Monitor in any way arising from or related to its capacity or conduct as Monitor except with prior leave pursuant to an order of this Court made on prior written notice to the Monitor and provided any such order granting leave includes a term granting the Monitor security for its costs and the costs of its counsel in connection with any proposed action or proceeding, such security to be on terms this Court deems just and appropriate.

THIS COURT ORDERS that as of the Implementation Time, the Monitor shall be 32.

discharged and released from its duties other than those obligations, duties and responsibilities (i) necessary or required to give effect to the terms of the Plan and this Sanction Order, (ii) in relation to the claims procedure and all matters relating thereto as set out in the Claims Procedure Order, and (iii) in connection with the completion by the Monitor of all other matters for which it is responsible in connection with the Plan or pursuant to the Orders of this Court made in the CCAA Proceeding.

GENERAL PROVISIONS

1. THIS COURT ORDERS that the Applicant, the Monitor and any other interested parties are hereby granted leave to apply to this Court for such further advice, directions or assistance as may be necessary to give effect to the terms of the Plan.

EFFECT, RECOGNITION AND ASSISTANCE

THIS COURT ORDERS that this Sanction Order shall have full force and effect in all 34. provinces and territories in Canada and abroad and as against all Persons against whom it may apply.

THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, 35. regulatory or administrative body having jurisdiction in Canada, the United States, Brazil or elsewhere to give effect to this Sanction Order and to assist the Applicant, the Monitor and their respective agents in carrying out the terms of this Sanction Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Applicant and to the Monitor, as an officer of this Court, as may be necessary or desirable to give effect to this Sanction Order, to grant representative status to the Monitor in any foreign proceeding, or to assist the Applicant and the Monitor and their respective agents in carrying out the terms of this Sanction Order.

THIS COURT ORDERS that each of the Applicant and the Monitor be at liberty and is 36. hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative body, wherever located, for the recognition of this Sanction Order and for assistance in carrying out the terms of this Sanction Order, and that the Monitor is authorized and empowered to act as a representative in respect of the CCAA Proceedings for the purpose of

having the CCAA Proceedings recognized in a jurisdiction outside Canada.

1. THIS COULT OFDERS that Expirit to be the Affidant of T. Doubles For $\mathcal{N}$ DAVan RIT.

ENTERED AT / INSCRIT À TORONTO ON / BOOK NO: LE / DANS LE REGISTRE NO.:

FEB 6 - 2014

Schedule "A"

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Court File No. CV-13-10383-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE AND ARRANGEMENT OF JAGUAR MINING INC.

AMENDED AND RESTATED PLAN OF COMPROMISE AND ARRANGEMENT

PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT

OF JAGUAR MINING INC.

FEBRUARY 5, 2014

RECITALS

• Jaguar Mining Inc. (the "Applicant" or "Jaguar") is a debtor company (as such term is defined in the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"). $(A)$
• On December 23, 2013, the Honourable Justice Morawetz of the Ontario Superior Court of Justice (Commercial List) (the "Court") granted the following Orders pursuant to the CCAA: $(B)$
• an Initial Order in respect of the Applicant (as such Order may be amended, $(i)$ restated or varied from time to time, the "Initial Order");

• a Plan Filing and Meeting Order (as such Order may be amended, restated or varied from time to time, the "Meeting Order") pursuant to which, among other $(i)$ things, the Applicant was authorized to file a plan of compromise and arrangement and to convene a meeting of affected creditors to consider and vote on the plan of compromise and arrangement, as may be amended, restated, modified or supplemented from time to time; and

• a Claims Procedure Order (as such Order may be amended, restated or varied $(iii)$ from time to time, the "Claims Procedure Order"), which, among other things. established the procedures by which claims of affected creditors shall be filed in these proceedings.

• This Amended and Restated Plan of Compromise and Arrangement will be filed on February 6. $(C)$ 2014 with the consent of the Majority Consenting Noteholders (as hereinafter defined).
• Mineração Serras Do Oeste Ltda. ("MSOL"), Mineração Turmalina Ltda. ("MTL"), and MCT $(D)$ Mineracão Ltda. ("MCT"), each incorporated under the laws of Brazil, are wholly-owned subsidiaries of Jaguar and are not applicants in the CCAA Proceedings.
• The purpose of this Plan is to facilitate the continuation of the business of the Jaguar Group (as $(E)$ hereinafter defined) as a going concern, address certain liabilities of the Applicant, and effect a recapitalization and financing transaction on an expedited basis to provide a stronger financial foundation for the Jaguar Group going forward and additional liquidity to allow the Jaguar Group to continue to work towards its operational and financial goals from and after the Implementation Date in the expectation that all Persons (as hereinafter defined) with an economic interest in the Jaguar Group will derive a greater benefit from the implementation of this Plan than would otherwise result.

NOW THEREFORE the Applicant hereby proposes and presents this Plan under the CCAA.

ARTICLE 1 - INTERPRETATION

Definitions $1.1$

In this Plan and the Recitals, unless otherwise stated or unless the subject matter or context otherwise requires:

"4.5% Convertible Note Indenture" means the Indenture dated as of September 15, 2009 among Jaguar, as issuer, The Bank of New York Mellon as trustee and BNY Trust Company of Canada as cotrustee pursuant to which Jaguar issued the 4.5% convertible notes;

"5.5% Convertible Note Indenture" means the Indenture dated as of February 9, 2011 among Jaguar as issuer, The Bank of New York Mellon as trustee and BNY Trust Company of Canada as co-trustee pursuant to which Jaguar issued the 5.5% convertible notes;

"Accrued Interest Claim" means, with respect to a particular Participating Eligible Investor or Funding Backstop Party, all unpaid interest accrued under the Notes at the applicable rate under the Indentures owing as at the Record Date to such Participating Eligible Investor or Funding Backstop Party;

"Accrued Interest Claims" means the aggregate of all unpaid interest accrued under the Notes at the applicable rate under the Indentures owing as at the Record Date to the Participating Eligible Investors and Funding Backstop Parties;

"Accrued Interest Offering Shares" means 9,044,203 New Common Shares;

"Ad Hoc Committee" means the ad hoc committee of Noteholders represented by the Advisors;

"Administration Charge" has the meaning given to that term in the Initial Order;

"Advisors" means Goodmans LLP, Houlihan Lokey Capital, Inc., Dias Carneiro Advogados, Behre

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$\overline{2}$

Dolbear & Company (USA), Inc. and Stroock & Stroock & Lavan LLP:

"Affected Creditor Class" has the meaning given to that term in Section 3.1;

"Affected Unsecured Claims" means all Claims against the Applicant that are not Equity Claims;

"Affected Unsecured Creditor" means the holder of an Affected Unsecured Claim in respect of and to the extent of such Affected Unsecured Claim:

"Agreed Excluded Director/Officer Litigation Claims" means any claims against a Director and/or Officer that the Majority Consenting Noteholders and the Applicant have agreed, prior to the Implementation Date, and as set out on Schedule "A" hereto, will constitute Excluded Claims for the purposes of this Plan;

"Agreed Excluded Jaguar Litigation Claims" means any claims against Jaguar that the Majority Consenting Noteholders and the Applicant have agreed, prior to the Implementation Date, and as set out on Schedule "B" hereto, will constitute Excluded Claims for the purposes of this Plan;

"Agreed Excluded Litigation" means any proceeding commenced by any Agreed Excluded Litigation Claimant in respect of any Agreed Excluded Litigation Claims, subject to the terms of this Plan;

"Agreed Excluded Litigation Claimants" means any Persons and, if applicable, each of their respective parents, subsidiaries, associated, affiliated and related companies, corporations and Persons, and each of their directors, officers, employees, agents, affiliates, and trustees, that have asserted an Agreed Excluded Director/Officer Litigation Claim and/or an Agreed Excluded Jaguar Litigation Claim, as agreed to by the Majority Consenting Noteholders and the Applicant prior to the Implementation Date and as set out on Schedule "C" hereto;

"Agreed Excluded Litigation Claims" means, collectively, the Agreed Excluded Jaguar Litigation Claims and the Agreed Excluded Director/Officer Litigation Claims:

"Allowed" means, with respect to a Claim, any Claim or any portion thereof that has been finally allowed as a Distribution Claim (as defined in the Claims Procedure Order) for purposes of receiving distributions under this Plan in accordance with the Claims Procedure Order and the CCAA;

"Applicable Law" means, with respect to any Person, property, transaction, event or other matter, any Law relating or applicable to such Person, property, transaction, event or other matter, including, where appropriate, any interpretation of the Law (or any part) by any Person, court or tribunal having jurisdiction over it, or charged with its administration or interpretation;

"Applicant" has the meaning given to that term in Recital A;

"Articles of Reorganization" means the Articles of Reorganization of Jaguar to be filed pursuant to Section 186 of the OBCA and in accordance with Section 7.4(a) hereof, in form and substance satisfactory to Jaguar and the Majority Consenting Noteholders;

"Assumed Backstop Commitment" means, in the event of a Backstop Default/Termination, if any, a Backstop Commitment, or a portion thereof, assumed by an Assuming Backstop Party from a Defaulting Backstop Party, Objecting Backstop Party, Breaching Backstop Party or Non-Delivering Backstop Party, as applicable, in accordance with the terms and conditions of this Plan and the Backstop Agreement;

"Assuming Backstop Party" means, in the event of a Backstop Default/Termination, if any, a Non-Defaulting Backstop Party, Non-Objecting Backstop Party, Non-Breaching/Non-Delivering Backstop Party, or such other party acceptable to the Backstop Parties and Jaguar in each case in accordance with the Backstop Agreement, that executes a Backstop Consent Agreement and that has assumed the obligations (and rights), or a portion thereof, of a Defaulting Backstop Party, Objecting Backstop Party, Breaching Backstop Party or Non-Delivering Backstop Party, as applicable, under the Backstop Agreement, in accordance with the terms and conditions of this Plan and the Backstop Agreement. For greater certainty, any Assuming Backstop Party that has complied with its obligations under this Plan and the Backstop Agreement shall constitute and be treated as a Funding Backstop Party for purposes of this Plan:

"Backstop Agreement" means the backstop agreement dated November 13, 2013 (as amended from time to time) between certain Noteholders, Jaguar, MCT, MSOL and MTL, together with any Backstop Consent Agreements executed by other parties from time to time;

"Backstop Commitment" means, in respect of each Backstop Party, the commitment set forth on such Backstop Party's signature page to the Backstop Agreement or a Backstop Consent Agreement, as applicable, which commitment may be reduced in accordance with and subject to the terms and conditions of the Backstop Agreement and this Plan;

"Backstop Commitment Reduction Election" has the meaning given to such term in Section 4.1(c);

"Backstop Commitment Shares" means 11,111,111 New Common Shares;

"Backstop Consent Agreement" means an agreement substantially in the form of Schedule B to the Backstop Agreement;

"Backstop Consideration Commitment" means, in respect of each Backstop Party, the commitment set forth on such Backstop Party's signature page to the Backstop Agreement or a Backstop Consent Agreement, as applicable, which commitment, for greater certainty, shall not be reduced as a result of a Backstop Commitment Reduction Election;

"Backstop Default/Termination" means any of the following: (a) a breach by a Breaching Backstop Party under section 10(b)(i) or (ii) of the Backstop Agreement in respect of which the Backstop Agreement has been terminated with respect to such Breaching Backstop Party in accordance with its terms; (b) a failure by a Defaulting Backstop Party to meet its obligations in respect of its Backstop Commitment on or before the Backstop Funding Deadline; (c) a failure by a Non-Delivering Backstop Party to deliver an executed Rep Letter to Jaguar by the Election Deadline or if a representation or warranty made in such Rep Letter becomes untrue; and (d) the termination by an Objecting Backstop Party of its obligations under the Backstop Agreement in accordance with section 8(c) thereof;

"Backstop Funding Deadline" has the meaning given to such term in Section 4.1(g);

"Backstop Parties" means those Noteholders that have entered into the Backstop Agreement (including a Backstop Consent Agreement), and a "Backstop Party" means any one of the Backstop Parties, and their permitted assignees;

"Backstop Payment Amount" has the meaning given to such term in Section 4.1(f);

"Backstop Purchase Obligation" means the obligation of a Backstop Party to purchase Backstopped Shares in accordance with the terms and conditions of the Backstop Agreement and this Plan;

"Backstopped Shares" has the meaning given to such term in Section 4.1(f);

"Beneficial Noteholder" means a beneficial or entitlement holder of Notes holding such Notes in a securities account with a depository, a depository participant or other securities intermediary including, for greater certainty, such depository participant or other securities intermediary only if and to the extent such depository participant or other securities intermediary holds the Notes as a principal for its own account;

"Bradesco" means Banco Bradesco S.A.;

"Breaching Backstop Party" means a Backstop Party that has breached the Backstop Agreement under section 10(b)(i) or (ii) thereof and in respect of whom the Backstop Agreement has been terminated in accordance with its terms;

"Business Day" means any day, other than a Saturday, or a Sunday or a statutory or civic holiday, on which banks are generally open for business in Toronto, Ontario and New York, New York;

"CCAA Proceedings" means the proceedings commenced by the Applicant under the CCAA as contemplated by the Initial Order:

"CRA Claim" means the claim as described in the proof of claim, dated January 21, 2014, filed by Canada Revenue Agency in the CCAA Proceedings in the amount of \$5,969.13;

"Charges" has the meaning ascribed thereto in the Initial Order;

"Claim" means:

• any right or claim, including any Tax Claim, of any Person that may be asserted or made $\mathbf{i}$ in whole or in part against the Applicant, in any capacity, whether or not asserted or made, in connection with any indebtedness, liability or obligation of any kind whatsoever of the Applicant, and any interest accrued thereon or costs payable in respect thereof, in existence on the Filing Date, or which is based on an event, fact, act or omission which occurred in whole or in part prior to the Filing Date, whether at law or in equity, including by reason of the commission of a tort (intentional or unintentional), by reason of any breach of contract or other agreement (oral or written), by reason of any breach of duty (including, any legal, statutory, equitable or flduciary duty) or by reason of any equity interest, right of ownership of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim arising from or caused by the termination, disclaimer, resiliation, assignment or repudlation by the Applicant of any contract, lease or other agreement, whether written or oral, any claim made or asserted against the Applicant through any affiliate, subsidiary, associated or related person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative tribunal), cause or chose in action, whether existing at present or commenced in the future, and including any other claims that would have been claims provable in bankruptcy had the Applicant become bankrupt on the Filing Date, including for greater certainty any Equity Claim and any claim against the Applicant for indemnification by Director or Officer in respect of a Director/Officer Claim but excluding any such indemnification claims covered by the Directors' Charge (each, a "Pre-filing Claim", and collectively, the "Pre-filing Claims");
• any right or claim of any Person against the Applicant in connection with any ii. indebtedness, liability or obligation of any kind whatsoever owed by the Applicant to such Person arising out of the restructuring, disclaimer, resiliation, termination or breach by the Applicant on or after the Filing Date of any contract, lease or other agreement whether written or oral (each, a "Restructuring Period Claim", and collectively, the

"Restructuring Period Claims"); and

any right or claim of any Person against one or more of the Directors or Officers iii. howsoever arising, whether or not such right or claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present, future, known, or unknown, by guarantee, surety or otherwise, and whether or not such right is executory or anticipatory in nature, including the right or ability of any Person to advance a claim for contribution or indemnity or otherwise with respect to any matter, action, cause or chose in action, whether existing at present or commenced in the future, including any right of contribution or indemnity, for which any Director or Officer is alleged to be by statute or otherwise by law liable to pay in his or her capacity as a Director or Officer (each a "Director/Officer Claim", and collectively, the "Director/Officer Claims"),

in each case other than any Excluded Claim;

"Commitment Reduction Electing Backstopper" has the meaning given to such term in Section 4.1(c);

"Common Share Consolidation" has the meaning given to such term in Section 7.4(a);

"Common Shares" means the common shares in the capital of Jaguar that are duly issued and outstanding at any time;

"Consenting Noteholder" means any Noteholder that has executed the Support Agreement (including a consent agreement substantially in the form of Schedule C thereto), in respect of whom the Support Agreement has not been terminated;

"Consolidation Number" means the quotient (to five decimal places) determined by dividing the number of Existing Shares by 1,000,000, which as of the date of this Plan is 86.39636.

"Continuing Other Director/Officer Claims" means Director/Officer Claims against the Other Directors and/or Officers;

"Court" has the meaning given to that term in Recital B;

"Credit Agreement" means the credit agreement made as of December 17, 2012 between Jaguar, as borrower, the Subsidiaries, as guarantors, and Global Resource Fund, as lender.

"Creditor" means any Person having a Claim and includes without limitation the transferee or assignee of a Claim transferred and recognized as a Creditor in accordance with the Claims Procedure Order or a trustee, executor, liquidator, receiver, receiver and manager, or other Person acting on behalf of or through such Person;

"Crown" means Her Majesty in right of Canada or a province of Canada;

"Crown Claim" means any Claim of the Crown, for all amounts that were outstanding at the Filing Date and are of a kind that could be subject to a demand under:

• subsection 224(1.2) of the ITA; i.
• any provision of the Canada Pension Plan or of the Employment Insurance Act that refers $\ddot{\mathbf{i}}$ . to subsection 224(1.2) of the ITA and provides for the collection of a contribution, as defined in the Canada Pension Plan, or an employee's premium, or employer's premium, as defined in the Employment Insurance Act, and of any related interest, penalties or

other amounts;

• any provision of provincial legislation that has a similar purpose to subsection 224(1.2) of iii. the ITA, or that refers to that subsection, to the extent that it provides for the collection of a sum, and of any related interest, penalties or other amounts, where the sum:
• a. has been withheld or deducted by a person from a payment to another person and is in respect of a tax similar in nature to the income tax imposed on individuals under the ITA; or
• b. is of the same nature as a contribution under the Canada Pension Plan if the province is a "province providing a comprehensive pension plan" as defined in subsection 3(1) of the Canada Pension Plan and the provincial legislation establishes a "provincial pension plan" as defined in that subsection.

"Defaulting Backstop Party" means a Backstop Party that has failed to meet its obligations in respect of its Backstop Commitment on or before the Backstop Funding Deadline;

"Designated Offshore Securities Market" has the meaning given to that term in Rule 902 of Regulation S.

"Direct Registration System Advice" means, if applicable, a statement delivered by the Transfer Agent or any such Person's agent to any Person entitled to receive New Common Shares pursuant to the Plan indicating the number of New Common Shares registered in the name of or as directed by the applicable Person in a direct registration account administered by the Transfer Agent in which those Persons entitled to receive New Common Shares pursuant to the Plan will hold such New Common Shares in registered form and including, if applicable, a securities law legend;

"Director" means anyone who is or was, or may be deemed to be or have been, whether by statute, operation of law or otherwise, a director or de facto director of Jaguar;

"Director Defence Costs Indemnity Claim" means any existing or future right of any current director (as at the date of this Plan) of Jaguar who is a defendant to any Agreed Excluded Director/Officer Litigation Claims against Jaguar for indemnification of reasonable defence costs incurred by such current director of Jaguar (whether or not a director of Jaguar at the time such claim for indemnification is made) in connection with defending against such Agreed Excluded Director/Officer Litigation Claims solely to the extent that such defence costs are not covered by insurance and for which such Director or Officer of Jaguar is entitled to be indemnified by Jaguar;

"Director/Officer Claim" has the meaning given to that term in the definition of Claim;

"Director/Officer Indemnity Claim" means any existing or future right of any Director or Officer of Jaguar against Jaguar that arose or arises as a result of (i) any Person filing a Proof of Claim (as defined in the Claims Procedure Order) in respect of a Director/Officer Claim in respect of such Director or Officer of Jaguar or (ii) any Agreed Excluded Litigation Claims and/or any Agreed Excluded Litigation, in each case for which such Director or Officer of Jaguar is entitled to be indemnified by Jaguar, other than a Director Defence Costs Indemnity Claim;

"Director/Officer Insurance Policy" means any insurance policy pursuant to which any Director or Officer is insured, in his or her capacity as a Director or Officer.

"Directors' Charge" has the meaning given to that term in the Initial Order;

"Disputed Distribution Claim" means an Affected Unsecured Claim (including a contingent Affected Unsecured Claim which may crystallize upon the occurrence of an event or events occurring after the

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Filing Date) or such portion thereof which has not been allowed as a Distribution Claim (as defined in the Claims Procedure Order), which is validly disputed for distribution purposes in accordance with the Claims Procedure Order and which remains subject to adjudication for distribution purposes in accordance with the Claims Procedure Order:

"Disputed Distribution Claims Reserve" means the reserve, if any, to be established by the Applicant on the Implementation Date, which shall be comprised of the Unsecured Creditor Common Shares that would have been delivered in respect of Disputed Distribution Claims if such Disputed Distribution Claims had been Allowed Claims as of such date;

"Disputed Voting Claim" means an Affected Unsecured Claim (including a contingent Affected Unsecured Claim which may crystallize upon the occurrence of an event or events occurring after the Filing Date) or such portion thereof which has not been allowed as a Voting Claim, which is validly disputed for voting purposes in accordance with the Claims Procedure Order and which remains subject to adjudication for voting purposes in accordance with the Claims Procedure Order;

"Distribution Claim" means the amount of the Affected Unsecured Claim of an Affected Unsecured Creditor against the Applicant as finally accepted and determined for distribution purposes in accordance with this Claims Procedure Order and the CCAA;

"Distribution Record Date" means the Business Day immediately before the Implementation Date:

"DSU Plan" means the Deferred Share Unit Plan for non-executive directors adopted in November of 2008 by Jaquar, as amended from time to time;

"DSU/RSU/SAR Notice" means a notice delivered by Goodmans to Jaguar prior to the date scheduled for the hearing of the motion for the Sanction Order, if, in satisfaction of Section 12.3(g) hereof, Jaguar and the Majority Consenting Noteholders have agreed to terminate the DSU Plan, the RSU Plan, and/or the SAR Plan:

"DTC" means The Depository Trust Company, or any successor thereof;

"Early Consent Deadline" means November 26, 2013 (or such other date as the Applicant, the Monitor and the Majority Consenting Noteholders may agree);

"Early Consent Shares" means 5,000,000 New Common Shares;

"Early Consenting Noteholder" means any Noteholder that has executed the Support Agreement (including a consent agreement substantially in the form of Schedule C thereto) on or before the Early Consent Deadline and in respect of whom the Support Agreement has not been terminated;

"Election Deadline" means 5:00 p.m. on the second Business Day before the Meeting (or such other time or date as the Applicant and the Majority Consenting Noteholders may agree);

"Election Form" has the meaning given to that term in Section 4.1(b);

"Electing Eligible Investor" means an Eligible Investor who has completed and submitted an Election Form on or prior to the Election Deadline to participate in the Share Offering in accordance with the Meeting Order, provided that an Electing Eligible Investor that irrevocably elects under Section 4.1(b) to participate in the Share Offering and subscribes for such number of Offering Shares that is less than such Eligible Investor's Pro Rata Share of all Offering Shares offered pursuant to the Share Offering shall be deemed to be an Electing Eligible Investor only in respect of such lesser amount, and shall not be treated as an Electing Eligible Investor in respect of the balance;

"Electing Eligible Investor Funding Amount" has the meaning given to that term in Section 4.1(d);

"Electing Eligible Investor Funding Deadline" has the meaning given to that term in Section 4.1(e);

"Eligible Investor" means a person that: (i) is a Noteholder as at the Subscription Record Date: and (ii) has delivered an executed Rep Letter to Jaguar on or before the Election Deadline and the information set forth in such Rep Letter is true and correct as of the Implementation Date, and such person's permitted assignees;

"Eligible Voting Creditors" means Affected Unsecured Creditors holding Voting Claims or Disputed Voting Claims:

"Employee Priority Claims" means the following claims of Jaguar's employees and former employees:

• claims equal to the amounts that such employees and former employees would have L. been qualified to receive under paragraph 136(I)(d) of the Bankruptcy and Insolvency Act (Canada) If Jaguar had become bankrupt on the Filing Date; and
• claims for wages, salaries, commissions or compensation for services rendered by them ii. after the Filing Date and on or before the date of the Sanction Order, together with, in the case of travelling salespersons, disbursements properly incurred by them in and about Jaguar's business during the same period.

"Equity Claim" has the meaning set forth in section 2(1) of the CCAA;

"Escrow Agent" means an independent third party escrow agent agreed to by Jaguar and the Majority Backstop Parties, in each case acting reasonably;

"Escrow Agreement" means the escrow agreement entered into by the Escrow Agent, Jaguar and the applicable Participating Eligible investors and Funding Backstop Parties in connection with the Share Offering:

"Excluded Claim" means

• any claims secured by any of the Charges; i.
• any Section 5.1(2) Director/Officer Claims; ïL.
• any claims that cannot be compromised pursuant to subsection 19(2) of the CCAA, iii. provided that no claims that have been or may be asserted by any Agreed Excluded Litigation Claimant shall constitute claims that cannot be compromised pursuant to subsection 19(2) of the CCAA for purposes of this Plan;
• any claims of the Subsidiaries against the Applicant; iv.
• any Secured Claims; V.
• any Employee Priority Claims against the Applicant; vi.
• any Crown Claims against the Applicant; vli.

• the Trustees' claims under Section 6.07 of the 4.5% Convertible Note Indenture and the viii. 5.5% Convertible Note Indenture, if any;

• any Post-Filing Claims: ix.

• any claims of Persons who, at the Filing Date, are senior officers or employees of the x. Applicant, in respect of their employment arrangements or any termination of such arrangements;
• xi. the Renvest Claim:
• xii. the Agreed Excluded Director/Officer Litigation Claims;
• xiii. the Agreed Excluded Jaguar Litigation Claims; and
• xiv. the CRA Claim.

"Excluded Creditor" means a Person who has an Excluded Claim, but only in respect of and to the extent of such Excluded Claim:

"Existing Equity Holders" means, collectively, the Existing Shareholders and, as context requires, the Registered Holders or beneficial holders of Existing Share Options and the Registered Holders or beneficial holders of Rights, in their capacities as such;

"Existing Shareholders" means, as context requires, Registered Holders or beneficial holders of the Existing Shares, in their capacities as such;

"Existing Share Options" means all rights, options, warrants and other securities (other than the Notes) convertible or exchangeable into equity securities of Jaquar:

"Existing Shares" means all common shares of Jaguar that are issued and outstanding at the applicable time prior to the Implementation Time;

"Filing Date" means December 23, 2013;

"Funding Backstop Party" means a Backstop Party (i) in respect of whom the Backstop Agreement has not been terminated and (ii) unless such Backstop Party's Backstop Commitment has been reduced to zero in accordance with the Backstop Agreement and this Plan, who has deposited in escrow with the Escrow Agent either (a) its Backstop Payment Amount in full in cash; or (b) a qualified letter of credit in the full amount of its Backstop Payment Amount, in each case by the Backstop Funding Deadline and in accordance with the Backstop Agreement and Section 4.1(g) of this Plan;

"Governmental Entity" means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

"Implementation Date" means the Business Day on which this Plan becomes effective, which shall be the Business Day on which the Monitor has filed with the Court the certificate contemplated in Section 12.6 hereof, or such other date as the Applicant, the Monitor and the Majority Consenting Noteholders may agree;

"Implementation Time" means 12:01 a.m. on the Implementation Date (or such other time as the Applicant, the Monitor and the Majority Consenting Noteholders may agree);

"Indentures" means the 4.5% Convertible Note Indenture and the 5.5% Convertible Note Indenture:

"Initial Order" has the meaning given to that term in Recital B;

"ITA" means the Income Tax Act, R.S.C. 1985, c.1 $(5^{th}$ Supp.):

"Itaú BBA" means Banco Itaú BBA S.A.;

"Jaguar Group" means, collectively, Jaguar, MSOL, MCT, MTL.;

"Jaguar Insurance Policy" means any insurance policy pursuant to which Jaguar is insured and any Director or Officer is insured, in his or her capacity as a Director or Officer.

"Law" means any law, statute, order, decree, consent decree, judgment, rule requiation, ordinance or other pronouncement having the effect of law whether in Canada, the United States, Brazil or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Governmental Entity:

"Letter of Transmittal" means a letter of transmittal to be used by Registered Holders of Existing Shares to obtain replacement share certificates reflecting the Common Share Consolidation:

"Majority Backstop Parties" means the Backstop Parties (other than Defaulting Backstop Parties) having at least 66²³ % of the aggregate Backstop Commitment of the Backstop Parties (other than Defaulting Backstop Parties) at the time that a consent, approval, waiver or agreement is sought pursuant to the terms of this Plan;

"Majority Consenting Noteholders" means Consenting Noteholders holding at least a majority of the aggregate principal amount of all Notes held by all Consenting Noteholders at the time that a consent. approval, waiver or agreement is sought pursuant to the terms of this Plan;

"MCT" has the meaning given to that term in Recital C;

"MSOL" has the meaning given to that term in Recital C;

"MTL" has the meaning given to that term in Recital C;

"Meeting" means a meeting of the Affected Unsecured Creditors called for the purpose of considering and voting in respect of this Plan;

"Monitor" means FTI Consulting Canada Inc., in its capacity as Court-appointed Monitor of Jaguar in the CCAA Proceedings:

"Named Directors and Officers" means the current directors and officers of Jaguar and such other directors and officers as agreed to by the Majority Consenting Noteholders prior to the Meeting:

"New Board" means the board of directors in place from and after the Implementation Date, the composition and size of which shall be satisfactory to the Majority Backstop Parties, subject to applicable Law:

"New Common Shares" means the 110,111,111 Common Shares to be issued by Jaguar on the Implementation Date in accordance with the steps set out in Section 7.4;

"Non-Breaching/Non-Delivering Backstop Parties" means those Backstop Parties that are neither

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Breaching Backstop Parties nor Non-Delivering Backstop Parties:

"Non-Defaulting Backstop Parties" means those Backstop Parties that are not Defaulting Backstop Parties:

"Non-Delivering Backstop Party" means a Backstop Party (who is not otherwise an Objecting Backstop Party) that has not delivered an executed Rep Letter to Jaguar by the Election Deadline or for whom a representation or warranty made in such Rep Letter becomes untrue:

"Non-Objecting Backstop Parties" means those Backstop Parties that are not Objecting Backstop Parties:

"Non-Released Director/Officer Claims" means Director/Officer Claims against the Directors and Officers of Jaguar in respect of which such Director or Officer has been adjudged by the express terms of a judgment rendered on a final determination on the merits to have committed fraud or wilful misconduct. but excluding any claims that have been or may be asserted by any Agreed Excluded Litigation Claimants:

"Noteholder Released Claim" means the matters that are subject to release and discharge pursuant to Section 11.1(c);

"Noteholder Released Party" has the meaning given to that term in Section 11.1(c);

"Noteholder Voting Record Date" means December 19, 2013;

"Noteholders" means, as the context requires, the Registered Holders or beneficial holders of the Notes, in their capacities as such;

"Noteholders Allowed Claim" means all principal amounts outstanding and all accrued interest under the Notes as at the applicable record date under this Plan as determined in accordance with the Claims Procedure Order for purposes of voting on, and receiving distributions under, this Plan;

"Noteholder's Allowed Claim" means, in respect of a particular Noteholder, all principal amounts outstanding and accrued interest under the Notes owing to such Noteholder as at the applicable record date under this Plan as determined in accordance with the Claims Procedure Order for purposes of voting on, and receiving distributions under, this Plan;

"Notes" means, collectively, the notes issued by Jaguar under and pursuant to the Indentures;

"Objecting Backstop Party" means a Backstop Party that has terminated its obligations under the Backstop Agreement in accordance with section 8(c) thereof;

"Offering Shares" means the 70,955,797 New Common Shares to be issued by Jaguar pursuant to the Share Offering:

"Offered Shares" means, collectively, the Offering Shares (including the Backstopped Shares), the Accrued Interest Offering Shares, and the Backstop Commitment Shares;

"Officer" means anyone who is or was, or may be deemed to be or have been, whether by statute, operation of law or otherwise, an officer or de facto officer of Jaguar;

"Order" means any order of the Court in the CCAA Proceedings;

"Other Directors and/or Officers" means any Directors and/or Officers other than the Named Directors

and Officers:

"Outside Date" means February 28, 2014 (or such other date as the Applicant and the Maiority Consenting Noteholders may agree);

"Participant Holder" has the meaning ascribed thereto in the Meeting Order:

"Participating Eligible Investor" has the meaning given to that term in Section 4.1(h):

"Participating Eligible Investor Shares" has the meaning given to that term in Section 4.1(h):

"Party" means a party to the Support Agreement and/or to the Backstop Agreement, and any reference to a Party includes its successors and permitted assigns; and "Parties" means every Party:

"Person" is to be broadly interpreted and includes any individual, firm, corporation, limited or unlimited liability company, general or limited partnership, association, trust, unincorporated organization, joint venture. Government Entity or any agency, officer or instrumentality thereof or any other entity, wherever situate or domiciled, and whether or not having legal status;

"Plan" means this Amended and Restated Plan of Compromise and Arrangement and any amendments, modifications or supplements hereto made in accordance with the terms hereof or made at the direction of the Court in the Sanction Order or otherwise with the consent of Jaquar and the Malority Consenting Noteholders, each acting reasonably;

"Plan Resolution" means the resolution of the Affected Unsecured Creditors relating to this Plan considered at the Meeting;

"Post-Filing Claim" means any claims against the Applicant that arose from the provision of authorized goods and services provided or otherwise incurred on or after the Filing Date in the ordinary course of business, but specifically excluding any Restructuring Period Claim;

"Pre-filing Claim" has the meaning given to that term in the definition of Claim;

"Pro Rata Share" means:

• in respect of Unsecured Creditor Common Shares, the percentage that an Affected $(a)$ Unsecured Creditor's Allowed Affected Unsecured Claim calculated as at the Record Date bears to the aggregate of all Allowed Affected Unsecured Claims calculated as at the Record Date and all Disputed Distribution Claims calculated as at the Record Date;
• in respect of the Early Consent Shares, the percentage that an Early Consenting $(b)$ Noteholder's Noteholder's Allowed Claim calculated as at the Record Date bears to the aggregate of all Early Consenting Noteholders' Noteholder's Allowed Claims calculated as at the Record Date;
• in respect of the Subscription Privilege, the percentage that an Eligible Investor's $(c)$ Noteholder's Allowed Claim calculated as at the Record Date bears to the Noteholders Allowed Claim calculated as at the Record Date, subject to adjustment pursuant to Section 5.2(c) hereof;
• in respect of the Accrued Interest Offering Shares, the percentage that a Participating $(d)$ Eligible Investor's Accrued Interest Claim or a Funding Backstop Party's Accrued Interest Claim (without duplication), as applicable, bears to the aggregate of all Accrued Interest

Claims:

• in respect of the Backstop Commitment Shares, the percentage that a Funding Backstop $(e)$ Party's Backstop Consideration Commitment bears to the aggregate of all Funding Backstop Parties' Backstop Consideration Commitments; and
• $(1)$ in respect of the Backstopped Shares, the percentage that a Backstop Party's Backstop Commitment bears to the aggregate of all Backstop Commitments.

"Record Date" means December 31, 2013;

"Registered Holder" means (i) in respect of the Notes, the holder of such Notes as recorded on the books and records of the Trustees. (ii) in respect of the Existing Shares, the holder of such Existing Shares as recorded on the share register maintained by the Transfer Agent, and (iii) in respect of the Existing Share Options, the holder of such Existing Share Options as recorded on the books and records of Jaguar;

"Regulation S" means Regulation S as promulgated by the US Securities Commission under the US Securities Act:

"Released Claims" means the matters that are subject to release and discharge pursuant to Section $11.1(a)$ and (b) hereof;

"Released Party" has the meaning given to that term in Section 11.1(b);

"Renvest Claim" means any claim for amounts owing by the Applicant to Global Resource Fund, pursuant to the Credit Agreement or pursuant to any Credit Document (as such term is defined in the Credit Agreement).

"Rep Letter" means a letter from a Noteholder, or an Assuming Backstop Party who is not a Noteholder, or an Affected Unsecured Creditor with an Allowed Affected Unsecured Claim who is not a Noteholder, if applicable in accordance with Section 5.2(c) hereof, to Jaguar containing representations and warranties relating to such Person's eligibility to acquire the Offering Shares (including the Backstopped Shares). Accrued Interest Offering Shares, or Backstop Commitment Shares under US Securities Laws, in a form acceptable to such Person and Jaguar, each acting reasonably;

"Required Majority" means a majority in number of Affected Unsecured Creditors representing at least two thirds in value of the Voting Claims of Affected Unsecured Creditors who are entitled to vote at the Meeting in accordance with the Meeting Order and who are present and voting in person or by proxy on the Plan Resolution at the Meeting:

"Restructuring Period Claim" has the meaning given to that tem in the definition of Claim:

"Rights" means the rights issued pursuant to the Shareholder Rights Plan:

"RSU Plan" means the restricted share unit plan for senior officers, employees and consultants adopted in November of 2008 by Jaguar, as amended from time to time:

"SAR Plan" means the Third Amended and Restated Share Appreciation Rights Plan of Jaguar, effective as of December 8, 2010;

"Sanction Order" means the Order of the Court sanctioning and approving this Plan pursuant to section 6(1) of the CCAA, which shall include such terms as may be necessary or appropriate to (i) give effect to this Plan, in form and substance satisfactory to the Applicant and the Majority Consenting Noteholders.

each acting reasonably, and (ii) allow Jaguar to rely on the exemption from registration set forth in section 3(a)(10) of the US Securities Act:

"Section 5.1(2) Director/Officer Claim" means any claim against any Director and/or Officer that is not permitted to be compromised pursuant to section 5.1(2) of the CCAA, but only to the extent not so permitted, provided that any Director/Officer Claim that qualifies as a Non-Released Director/Officer Claim shall not constitute a Section 5.1(2) Director/Officer Claim for the purposes of Section 11.1(a) hereof; and provided further that no claims that have been or may be asserted by any Agreed Excluded Litlgation Claimant shall constitute Section 5.1(2) Director/Officer Claims for the purposes of this Plan:

"Secured Claims" means that portion of a Claim that is (i) secured by security validly charging or encumbering property or assets of the Applicant (including statutory and possessory liens that create security interests) but only up to the value of such collateral, and (ii) duly and properly perfected in accordance with the relevant legislation in the appropriate jurisdiction as of the Filing Date:

"Share Offering" means the offering by Jaguar of Offering Shares at the Subscription Price in accordance with this Plan:

"Shareholder Rights Plan" means the Shareholder Rights Plan Agreement dated May 2, 2013 between Jaguar Mining Inc. and Computershare Investor Services Inc. as Rights Agent;

"Sollcitation/Election Agent" means Globlc Advisors Inc., or any successor solicitation or election agent;

"Stock Option Plan" means the stock option plan of Jaquar in effect as of the Filing Date:

"Subscription Price" means \$0.7047 per Offering Share:

"Subscription Privilege" means the right of an Eligible Investor to participate in the Share Offering by electing, in accordance with the provisions of this Plan, to subscribe for and purchase from Jaguar up to its Pro Rata Share of Offering Shares under the Share Offering;

"Subscription Record Date" means December 19, 2013;

"Subsidiaries" means, collectively, MTL, MSOL and MCT, and "Subsidiary" means any one of the Subsidiaries:

"Support Agreement" means the Support Agreement made November 13, 2013 (as amended from time to time) between Jaquar, the Subsidiaries and the Noteholders party thereto, together with any consent agreements executed by other Noteholders from time to time, substantially in the form of Schedule C thereto;

"Tax" or "Taxes" means any and all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever, including all interest, penalties, fines, additions to tax or other additional amounts in respect thereof, and including those levied on, or measured by, or referred to as, Income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervall and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada. Quebec and other government pension plan premiums or contributions;

"Tax Claim" means any Claim against the Applicant for any Taxes in respect of any taxation year or perlod:

"Transfer Agent" means Computershare Investor Services Inc.;

"Trustees" means The Bank of New York Mellon, as trustee, and BNY Trust Company of Canada, as cotrustee, under each of the Indentures:

"TSX" means Toronto Stock Exchange:

"TSXV" means TSX Venture Exchange:

"Undeliverable Distribution" has the meaning given to that term in Section 8.3;

"Unsecured Creditor Common Shares" means 14,000,000 New Common Shares;

"US Dollars" or "US\$" means the lawful currency of the United States of America;

"US Securities Act" means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder, or any successor statute;

"US Securitles Commission" means the United States Securities and Exchange Commission:

"US Securities Laws" means, collectively, the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), the US Securities Act, as amended, the United States Securities Exchange Act of 1934, as amended, the rules and regulations of the US Securities Commission, the auditing principles, rules, standards and practices applicable to auditors of "issuers" (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New York Stock Exchange:

"Voting Claim" means the amount of the Affected Unsecured Claim of an Affected Unsecured Creditor against the Applicant as finally accepted and determined for purposes of voting at the Meeting. in accordance with the provisions of the Claims Procedure Order and the CCAA; and

"Voting Deadline" means 10 a.m. on the Business Day prior to the Meeting,

$1.2$ Certain Rules of Interpretation

For the purposes of this Plan:

• Unless otherwise expressly provided herein, any reference in this Plan to an instrument, $(a)$ agreement or an Order or an existing document or exhibit filed or to be filed means such instrument, agreement, Order, document or exhibit as it may have been or may be amended, modified, or supplemented in accordance with its terms;
• The division of this Plan into articles and sections are for convenience of reference only $(b)$ and do not affect the construction or interpretation of this Plan, nor are the descriptive headings of articles and sections intended as complete or accurate descriptions of the content thereof:
• The use of words in the singular or plural, or with a particular gender, including a (c) definition, shall not limit the scope or exclude the application of any provision of this Plan to such Person (or Persons) or circumstances as the context otherwise permits:
• The words "includes" and "including" and similar terms of inclusion shall not, unless expressly modified by the words "only" or "solely", be construed as terms of limitation, but (d) rather shall mean "includes but is not limited to" and "including but not limited to", so that references to included matters shall be regarded as illustrative without being either

characterizing or exhaustive;

• $(e)$ Unless otherwise specified, all references to time herein and in any document issued pursuant hereto mean local time in Toronto, Ontario and any reference to an event occurring on a Business Day shall mean prior to 5:00 p.m. on such Business Day:
• $(f)$ Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends;
• Unless otherwise provided, any reference to a statute or other enactment of parliament. a $(g)$ legislature or other Governmental Entity includes all regulations made thereunder, all amendments to or re-enactments of such statute or regulations in force from time to time. and, if applicable, any statute or regulation that supplements or supersedes such statute or regulation:
• References to a specific Recital, Article or Section shall, unless something in the subject $(h)$ matter or context is inconsistent therewith, be construed as references to that specific Recital, Article or Section of this Plan, whereas the terms "this Plan", "hereof", "herein", "hereto", "hereunder" and similar expressions shall be deemed to refer generally to this Plan and not to any particular Recital, Article, Section or other portion of this Plan and include any documents supplemental hereto; and
• The word "or" is not exclusive. $(i)$

$1.3$ Governing Law

This Plan shall be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein. All questions as to the interpretation or application of this Plan and all proceedings taken in connection with this Plan and its provisions shall be subject to the jurisdiction of the Court.

$1.4$ Currency

Unless otherwise stated, all references in this Plan to sums of money are expressed in, and all payments provided for herein shall be made in, US Dollars.

Date for Any Action $1.5$

If the date on which any action is required to be taken hereunder by a Person is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

$1.6$ Time

Time shall be of the essence in this Plan.

ARTICLE 2- PURPOSE AND EFFECT OF THIS PLAN

$2.1$ Purpose

The purpose of this Plan is to facilitate the continuation of the business of the Jaguar Group as a going concern, address certain liabilities of the Applicant, and effect a recapitalization and financing transaction on an expedited basis to provide a stronger financial foundation for the Jaguar Group going forward and additional liquidity to allow the Jaguar Group to continue to work towards its operational and financial

goals from and after the Implementation Date in the expectation that all Persons with an economic interest in the Jaquar Group will derive a greater benefit from the implementation of this Plan than would otherwise result.

$2.2$ Effectiveness

Subject to the satisfaction, completion or walver (to the extent permitted pursuant to Section 12.4) of the conditions precedent set out herein, this Plan will become effective in the sequence described in Section 7.4 from and after the Implementation Time and shall be binding on and enure to the benefit of the Jaguar Group, the Affected Unsecured Creditors, all Existing Equity Holders, all holders of Equity Claims, the Released Parties, the Noteholder Released Parties and all other Persons as provided for herein, or subject to, this Plan and their respective successors and assigns and their respective heirs, executors, administrators and other legal representatives, successors and assigns.

$2.3$ Persons Not Affected

For greater certainty, except as provided in Sections 11.1(a)(iii), 11.1(b)(l), 11.2, 12.2(c) and 13.1, this Plan does not affect the holders of Excluded Claims to the extent of those Excluded Claims. Nothing in this Plan shall affect the Jaguar Group's rights and defences, both legal and equitable, with respect to any Excluded Claims, including, but not limited to, all rights with respect to legal and equitable defences or entitlements to set-offs or recoupments against such Excluded Claims. Nothing herein shall constitute a waiver of any right of either the Monitor or the Applicant to dispute the quantum of an Excluded Claim.

ARTICLE 3- CLASSIFICATION, VOTING CLAIMS AND RELATED MATTERS

$3.1$ Classes

For the purposes of considering and voting on the Plan Resolution, there shall be one class of stakeholders, consisting of Affected Unsecured Creditors (the "Affected Creditor Class").

$3.2$ Meeting

• The Meeting shall be held in accordance with this Plan, the Meeting Order and any $(a)$ further Order in the CCAA Proceedings. Subject to the terms of any further Order in the CCAA Proceedings, the only Persons entitled to notice of, to attend or to speak at the Meeting are the Eligible Voting Creditors (or their respective duly appointed proxyholders), representatives of the Monitor, the Applicant, the Consenting Noteholders, all such parties' financial and legal advisors, the Chair (as defined in the Meeting Order), the Secretary (as defined in the Meeting Order) and the Scrutineers (as defined in the Meeting Order). Any other person may be admitted to the Meeting only by invitation of the Applicant or the Chair.
• For the purposes of voting at the Meeting, each Affected Unsecured Creditor (including a $(b)$ Beneficial Noteholder with respect to its Noteholder's Allowed Claim) shall be entitled to one vote as a member of the Affected Creditor Class.
• For the purposes of voting at the Meeting, the Voting Claim of any Beneficial Noteholder $(c)$ shall be deemed to be equal to its Noteholder's Allowed Claim as at the Noteholder Voting Record Date. Registered Holders of Notes, in their capacities as such, will not be entitled to vote at the Meeting.

$3.3$ Required Majority

In order to be approved, this Plan must receive the affirmative vote of the Required Majority of the

Affected Creditor Class.

$3.4$ Excluded Claims

Excluded Creditors shall not be entitled to vote or (except as otherwise expressly stated in the Meeting Order) attend in respect of their Excluded Claims at any meeting to consider and approve this Plan.

$3.5$ Existing Equity Holders and Holders of Equity Claims

Existing Equity Holders and holders of Equity Claims shall not be entitled to attend or vote in respect of their Equity Claims at any meeting to consider and approve this Plan.

$3.6$ Crown Claims

All Crown Claims in respect of all amounts that were outstanding at the Filing Date shall be paid in full to the Crown within six months of the Sanction Order, as required by subsection 6(3) of the CCAA.

$3.7$ Payments to Employees

Immediately after the date of the Sanction Order, the Applicant will pay in full all Employee Priority Claims, if any, to its employees and former employees.

ARTICLE 4 - ELECTIONS AND SHARE OFFERING

$4.1$ Participation In Share Offering

• Each Noteholder that is an Eligible Investor shall be entitled to participate in the Share $(a)$ Offering.
• Pursuant to and in accordance with the Meeting Order, there shall be delivered an $(b)$ election form (an "Election Form") to each Participant Holder of the Notes, as of the Subscription Record Date, together with instructions to deliver such Election Form (or copies thereof) to the applicable Beneficial Noteholders to the extent such Participant Holder is not also the Beneficial Noteholder of such Notes. Each Eligible Investor shall have the right, but not the obligation, to irrevocably elect to exercise its Subscription Privilege, with such subscription to be conditioned upon the implementation of this Plan and effective on the Implementation Date in accordance with Section 7.4. In order to exercise its Subscription Privilege, such Eligible Investor shall return, or cause to be returned, the duly executed Election Form (including a Rep Letter) in accordance with the Meeting Order, so that it is received by the Solicitation/Election Agent on or before the Election Deadline.
• $(c)$ An Electing Eligible Investor that is also a Backstop Party may elect, in accordance with the Election Form, to have its Backstop Commitment reduced by the total funds that such Electing Eligible Investor deposits into escrow on or before the Electing Eligible Investor Funding Deadline in respect of Offering Shares that such Electing Eligible Investor subscribes for pursuant to the exercise of all or part of its Subscription Privilege, provided that such Backstop Commitment shall not be reduced below zero (the "Backstop Commitment Reduction Election", with a Backstop Party so electing being a "Commitment Reduction Electing Backstopper").
• $(d)$ Following the issuance of the Sanction Order, but in any event by 5:00 p.m. on the tenth Business Day prior to the expected Implementation Date, Jaguar shall inform each Electing Eligible Investor of (i) the expected Implementation Date, (ii) the number of

Offering Shares that, subject to compliance with the procedures described in this Plan. will be acquired by such Electing Eligible Investor on the Implementation Date pursuant to the Subscription Privilege; and (iii) the amount of funds (in cash) required to be deposited in escrow with the Escrow Agent by such Electing Eligible Investor to purchase such Offering Shares pursuant to the Share Offering (the "Electing Eligible Investor Funding Amount") by the Electing Eligible Investor Funding Deadline.

Each Electing Eligible Investor must deposit its Electing Eligible Investor Funding Amount $(e)$ in escrow with the Escrow Agent so that it is received by the Escrow Agent by no later than 11:00 a.m. on the seventh Business Day prior to the expected Implementation Date (the "Electing Eligible Investor Funding Deadline"). If an Electing Eligible Investor deposits less than the full amount of its Electing Eligible Investor Funding Amount by the Electing Eligible Investor Funding Deadline, then (i) the funds so deposited by such Electing Eligible Investor shall be returned to such Electing Eligible Investor within five Business Days following the Electing Eligible Investor Funding Deadline; and (ii) such Eligible Investor shall be deemed to have ceased, as of the Electing Eligible Investor Funding Deadline, to be an Electing Eligible Investor and its subscription for Offering Shares pursuant to the Subscription Privilege and right to receive Accrued Interest Offering Shares shall be null and void.

As soon as practicable but in any event no later than 11:00 a.m. one Business Day after $(f)$ the Electing Eligible Investor Funding Deadline, Jaguar shall inform each Backstop Party (other than a Backstop Party in respect of whom the Backstop Agreement has been terminated) of (i) the total number of Offering Shares not validly subscribed for pursuant to the Subscription Privilege (the "Backstopped Shares"), (ii) the number of Backstopped Shares to be acquired by such Backstop Party pursuant to its Backstop Commitment, based upon its Pro Rata Share of the Backstopped Shares, and (iii) the amount of funds (by way of cash or a letter of credit) required to be deposited in escrow with the Escrow Agent by such party to purchase such Backstopped Shares (the "Backstop Payment Amount") by the Backstop Funding Deadline.

Each Backstop Party (other than a Backstop Party in respect of whom the Backstop $(g)$ Agreement has been terminated) shall deliver to the Escrow Agent and the Escrow Agent shall have received, not later than 2:00 p.m. (Toronto time) on the day that is five Business Days prior to the expected implementation Date (the "Backstop Funding" Deadline"), either:

• $(i)$ cash in an amount equal to the full amount of such Backstop Party's Backstop Payment Amount: or
• $(i)$ a letter of credit, in form and substance reasonably satisfactory to Jaguar, having a face amount equal to such Backstop Party's Backstop Payment Amount, and issued by a financial institution having an equity market capitalization of at least \$10,000,000,000 and a credit rating of at least A+ from Standard & Poor's or A1 from Moody's,

in each case: (1) to be held in escrow in accordance with the Escrow Agreement until all conditions to the Share Offering have been satisfied or waived in accordance with the Backstop Agreement and with irrevocable instructions to use such cash or letter of credit. as applicable, to the extent required to enable such Backstop Party to comply with its Backstop Purchase Obligation; and (2) provided for greater certainty that, if a Backstop Party (A) has exercised all or part of its Subscription Privilege and has paid its Electing Eligible Investor Funding Amount on or before the Electing Eligible Investor Funding Deadline, and (B) is a Commitment Reduction Electing Backstopper whose Backstop Commitment has been reduced to zero, such Backstop Party shall not be required to deliver cash or a letter of credit to the Escrow Agent.

• $(h)$ An Electing Eligible Investor who complies with Section 4.1(e) (the "Participating Eligible Investor") shall participate in the Share Offering and shall be deemed to have subscribed for Offering Shares in an amount equal to the Electing Eligible Investor Funding Amount deposited in escrow with the Escrow Agent by that Participating Eligible Investor in accordance with Section 4.1(e) divided by the Subscription Price (the "Participating Eligible Investor Shares").
• Each Funding Backstop Party shall be deemed to have subscribed for its Pro Rata Share $(i)$ of the Backstopped Shares.
• $(1)$ On or prior to the Implementation Date, Jaguar shall inform: (i) each Participating Eligible Investor of the number of Accrued Interest Offering Shares to be allocated to such Participating Eligible Investor in accordance with section 5.1(b); and (ii) each Funding Backstop Party of the number of Accrued Interest Offering Shares and the number of Backstop Commitment Shares to be allocated to such Funding Backstop Party in accordance with section 5.1(b).
• In the event of a Backstop Default/Termination, provided that the Backstop Agreement $\langle k \rangle$ remains in full force and effect with respect to other Backstop Parties thereafter, Jaguar shall, in accordance with the Backstop Agreement, provide the applicable Backstop Parties, or such other parties acceptable to the Backstop Parties and Jaguar in accordance with the Backstop Agreement that will execute a Backstop Consent Agreement, with an opportunity to assume the obligations (and rights) of a Defaulting Backstop Party, Objecting Backstop Party, Breaching Backstop Party or Non-Delivering Backstop Party, as applicable, in each case in accordance with and subject to the terms and conditions of this Plan and the Backstop Agreement. Any Assuming Backstop Party shall comply with its obligations in connection with its Assumed Backstop Commitment and shall be entitled to receive the applicable Offered Shares under this Plan in connection with such Assumed Backstop Commitment, subject to such Assuming Backstop Party having complied with its obligations under this Plan and the Backstop Agreement and such other terms and conditions under this Plan and the Backstop Agreement. For greater certainty, any Assuming Backstop Party that has complied with its obligations under this Plan and the Backstop Agreement shall constitute and be treated as a Funding Backstop Party for purposes of this Plan.

ARTICLE 5 - TREATMENT OF CLAIMS

$5.1$ Treatment of Noteholders

• For the purposes of distributions under this Plan, the Distribution Claim of any Beneficial $(a)$ Noteholder shall be deemed to be equal to its Noteholder's Allowed Claim.
• On the implementation Date and in accordance with the steps and sequence as set forth $(b)$ in this Plan, each Noteholder shall and shall be deemed to irrevocably and finally exchange its Notes for the following consideration which shall and shall be deemed to be received in full and final settlement of its Notes and its Noteholder's Allowed Claim:
• its Pro Rata Share of the Unsecured Creditor Common Shares: $(1)$
• $(ii)$ its Pro Rata Share of the Early Consent Shares, if such Noteholder is an Early Consenting Noteholder:
• $(iii)$ its Pro Rata Share of Accrued Interest Offering Shares if such Noteholder is a

Participating Eligible Investor and/or a Funding Backstop Party, provided that in no event shall a Participating Eligible Investor or a Funding Backstop Party receive a greater number of Accrued Interest Offering Shares than Offering Shares (including Backstopped Shares, as applicable) received by such person. Any Accrued Interest Offering Shares remaining after the allocation of the Accrued Interest Offering Shares to Participating Eligible Investors and Funding Backstop Parties pursuant to the immediately preceding sentence shall be reallocated among those Participating Eligible Investors and/or Funding Backstop Parties who have received less Accrued Interest Offering Shares than Offering Shares (including Backstopped Shares, as applicable) on a pro rata basis based on Accrued Interest Claims of such Participating Eligible Investors and/or Funding Backstop Parties (calculated as at the Record Date); and

• its Pro Rata Share of the Backstop Commitment Shares, if such Noteholder is a (iv) Funding Backstop Party.
• On the Implementation Date and in accordance with the steps and sequence as set forth $(c)$ in this Plan, each Participating Eligible Investor shall receive its Participating Eligible Investor Shares and each Funding Backstop Party shall receive its Pro Rata Share of the Backstopped Shares.
• After giving effect to the terms of this Section 5.1, the obligations of Jaguar with respect $(d)$ to the Notes of each Noteholder shall, and shall be deemed to, have been irrevocably and finally extinguished and each Noteholder shall have no further right, title or interest in or to the Notes or its Noteholder's Allowed Claim.

Treatment of Affected Unsecured Creditors Other Than Noteholders $5.2$

• On the Implementation Date and in accordance with the steps and sequence as set forth $(a)$ in this Plan, each Affected Unsecured Creditor (except for a Noteholder in respect of its Noteholder's Allowed Claim, which shall be dealt with in accordance with Section 5.1) shall receive its Pro Rata Share of the Unsecured Creditor Common Shares and shall be deemed to irrevocably and finally exchange its Affected Unsecured Claim for its Pro Rata Share of the Unsecured Creditor Common Shares, which shall and shall be deemed to be received in full and final settlement of its Affected Unsecured Claim.
• After giving effect to the terms of this Section 5.2, the obligations of Jaguar with respect $(b)$ to such Affected Unsecured Creditor's Affected Unsecured Claim shall, and shall be deemed to, have been irrevocably and finally extinguished and such Affected Unsecured Creditor shall have no further right, title or interest in or to the Affected Unsecured Claim.
• With the consent of the Monitor and the Majority Backstop Parties, an Affected $(c)$ Unsecured Creditor with an Allowed Affected Unsecured Claim who is not a Noteholder may be entitled to participate in the Share Offering for its Pro Rata Share of the Offering Shares (calculated as if the Affected Unsecured Creditor's Allowed Affected Unsecured Claim was a Noteholder's Allowed Claim); provided that any such Affected Unsecured Creditor completes and submits an Election Form and Rep Letter on or prior to the Election Deadline and complies with all of the obligations of a Participating Eligible Investor in accordance with the terms and conditions of the Plan, including without limitation Section 4.1(e) hereof, in which case, such Affected Unsecured Creditor shall be treated as an Eligible Investor for the purpose of the Offering Shares and each Eligible Investor's Subscription Privilege will be adjusted accordingly.

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$5.3$ Treatment of Existing Equity Holders

• Each Existing Shareholder shall retain its Existing Shares subject to the Common Share $(a)$ Consolidation pursuant to Section 7.4(a) and in accordance with the steps and sequences set forth herein.
• Pursuant to this Plan and in accordance with the steps and sequences set forth herein, $(b)$ all Existing Share Options, Rights and the Shareholder Rights Plan shall be cancelled and shall be deemed to be cancelled without the need for any repayment of capital thereof or any other liability, payment or compensation therefor and for greater certainty, no holders of Existing Share Options or Rights shall be entitled to receive any interest. dividends, premium or other payment in connection therewith.

5.4 Equity Claims

All Equity Claims shall be fully, finally and irrevocably and forever compromised, released, discharded. cancelled and barred on the Implementation Date. Holders of Equity Claims shall not receive any consideration or distributions under this Plan and shall not be entitled to vote on this Plan at the Meeting. Notwithstanding the foregoing. Existing Shareholders shall be entitled to continue to hold their Existing Shares in accordance with the terms of this Plan, subject to the Common Share Consolidation.

$5.5$ Claims of the Trustees

The Trustees' claims under Section 6.07 of the 4.5% Convertible Note Indenture and the 5.5% Convertible Note Indenture shall be unaffected by this Plan.

Application of Plan Distributions 56

• All amounts paid or payable hereunder on account of the Noteholders Allowed Claim $(a)$ (including, for greater certainty, any securities received hereunder) shall be applied as follows: (i) first, in respect of the principal amount of the obligations to which such Noteholders Allowed Claim relate, and (ii) second, if such principal amounts have been fully repaid, in respect of any accrued but unpaid interest on such obligations.
• In the event that a Funding Backstop Party is not a Noteholder, such Funding Backstop $(b)$ Party shall receive its Backstop Commitment Shares as a fee.

ARTICLE 6 - MEETING

$6.1$ Meeting

The Meeting to consider and vote on this Plan shall be conducted in accordance with the terms of the Claims Procedure Order and the Meeting Order.

Acceptance of Plan $6.2$

If this Plan is approved by the Required Majority entitled to vote at the Meeting, then this Plan shall be deemed to have been agreed to, accepted and approved by the Affected Unsecured Creditors and shall be binding upon all Affected Unsecured Creditors, if the Sanction Order is granted and the conditions described in Section 12.3 hereof have been satisfied or waived, as applicable.

ARTICLE 7 - IMPLEMENTATION

$7.1$ Administration Charge

On the implementation Date, all outstanding, invoiced obligations, liabilities, fees and disbursements secured by the Administration Charge shall be fully paid by the Applicant. Upon receipt by the Monitor of confirmation from each of the beneficiarles of the Administration Charge that payments of the amounts secured by the Administration Charge have been made, the Monitor shall file a certificate with the Court confirming same and thereafter, the Administration Charge shall be and be deemed to be discharged from the assets of the Applicant, without the need for any other formality.

$7.2$ Corporate Authorizations

The adoption, execution, delivery, implementation and consummation of all matters contemplated under this Plan involving corporate action of any members of the Jaguar Group will occur and be effective as of the Implementation Date (or such other date as Jaguar and the Majority Consenting Noteholders may agree), and will be authorized and approved under this Plan and by the Court, where appropriate, as part of the Sanction Order, in all respects and for all purposes without any requirement of further action by shareholders, directors or officers of the Jaguar Group. All necessary approvals to take actions shall be deemed to have been obtained from the directors or the shareholders of the Jaguar Group, as applicable, including the deemed passing by any class of shareholders of any resolution or special resolution and no shareholders' agreement or agreement between a shareholder and another Person limiting in any way the right to vote shares held by such shareholder or shareholders with respect to any of the steps contemplated by this Plan shall be deemed to be effective and no such agreement shall have any force or effect.

$7.3$ Fractional Interests

No certificates representing fractional Common Shares shall be allocated under this Plan, and fractional share interests shall not entitle the owner thereof to vote or to any rights of a shareholder of Jaguar. Any legal, equitable, contractual and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person with respect to fractional Common Shares pursuant to this Plan shall be rounded down to the nearest whole number without compensation therefor.

Implementation Date Transactions $7.4$

Commencing at the Implementation Time, the following events or transactions will occur, or be deemed to have occurred and be taken and effected, in the following order in five minute increments and at the times set out in this Section 7.4 (or in such other manner or order or at such other time or times as Jaguar and the Majority Consenting Noteholders may agree, acting reasonably), without any further act or formality required on the part of any Person, except as may be expressly provided herein:

• Articles of Reorganization shall be filed under the OBCA to amend the articles of Jaquar $(a)$ to effect a consolidation (the "Common Share Consolidation") of the issued and outstanding Common Shares on the basis of one post-consolidation Common Share for each Consolidation Number of Common Shares outstanding immediately prior to the Common Share Consolidation. Any fractional interests in the consolidated Common Shares will, without any further act or formality, be cancelled without payment of any consideration therefor. Following the completion of such consolidation, the stated capital of the Common Shares shall be equal to the stated capital of the Common Shares immediately prior to consolidation.
• The following shall occur concurrently: $(b)$
• the Rights and the Shareholder Rights Plan shall be cancelled and shall be $(i)$

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deemed to be cancelled without the need for any repayment of capital thereof or any other compensation therefor and shall cease to be of any further force or effect:

• $(ii)$ any and all Existing Share Options and the Stock Option Plan shall be cancelled and shall be deemed to be cancelled without the need for any repayment of capital thereof or any other compensation therefor and shall cease to be of any further force or effect;
• $(iii)$ if the DSU/RSU/SAR Notice is delivered, the DSU Plan, the RSU Plan and/or the SAR Plan, as set out in the DSU/RSU/SAR Notice shall be cancelled and shall be deemed to be cancelled without the need for any repayment of capital thereof or any other compensation therefor and shall cease to be of any further force or effect; and
• $(iv)$ all Equity Claims shall be fully, finally, irrevocably and forever compromised, released, discharged, cancelled and barred without any consideration or distributions therefor.
• In exchange for, and in full and final settlement of, the Noteholders Allowed Claim as at $(c)$ the Implementation Date, Jaguar shall issue:
• to each Noteholder its Pro Rata Share of Unsecured Creditor Common Shares: $(i)$
• to each Early Consenting Noteholder its Pro Rata Share of the Early Consent $(ii)$ Shares;
• to each Participating Eligible Investor and Funding Backstop Party the number of $(iii)$ Accrued Interest Offering Shares such Participating Eligible Investor or Funding Backstop Party is entitled to receive in accordance with Section 5.1(b); and
• to each Funding Backstop Party, its Pro Rata Share of the Backstop $(iv)$ Commitment Shares,

which New Common Shares shall be distributed in the manner described in Section 8.2 hereof. Upon issuance of these New Common Shares, the Noteholders Allowed Claim shall and shall be deemed to be irrevocably and finally extinguished and such Noteholder shall have no further right, title or interest in and to the Notes or its Noteholder's Allowed Claim.

• The Notes and the indentures will not entitle any Noteholder to any compensation or $(d)$ participation other than as expressly provided for in this Plan and shall be cancelled and will thereupon be null and void, and the obligations of the Applicant thereunder or in any way related thereto shall be satisfied and discharged, except to the extent expressly set forth in section 6.07 of the Indentures, which section shall remain in effect until two months following the Implementation Date or such later date agreed to by the Applicant. the Monitor, the Trustees and the Majority Consenting Noteholders.
• In exchange for, and in full and final settlement of, its Affected Unsecured Claim, Jaguar $(e)$ shall issue to each Affected Unsecured Creditor, other than the Noteholders, its Pro Rata Share of the Unsecured Creditor Common Shares;
• The following shall occur concurrently: $(f)$
• Jaguar shall issue to each Participating Eligible Investor its Participating Eligible $(i)$

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25

Investor Shares in accordance with Section 5.1(c) hereof in consideration for its Electing Eligible Investor Funding Amount, which Participating Eligible Investor Shares shall be distributed in the manner described in Section 8.2 hereof: and

• Jaquar shall issue to each Funding Backstop Party the number of Backstopped $(ii)$ Shares such Funding Backstop Party is entitled to receive in accordance with Section 5.1(c) hereof in consideration for such Funding Backstop Party's Backstop Payment Amount, which Backstopped Shares shall be distributed in the manner described in Section 8.2 hereof.
• The releases and injunctions referred to in Section 11 shall become effective. $(g)$

.
In a conference in Auto in a figure subsequent and a contract the transference in the result of the subsequence

• $(h)$ The directors of Jaquar immediately prior to the Implementation Time shall be deemed to have resigned and the New Board shall be deemed to have been appointed.
• The Escrow Agent shall be deemed to be holding the Electing Eligible Investor Funding $(i)$ Amounts and the Backstop Payment Amounts for Jaquar and shall release from escrow such amounts to Jaquar in accordance with the Escrow Agreement.
• Jaguar shall pay; (i) all of the reasonable fees and expenses of the Advisors for services $(i)$ rendered to the Ad Hoc Committee up to and including the Implementation Date, (ii) the reasonable accrued and unpaid third party expenses of any of the Consenting Noteholders up to an amount agreed to by the Majority Backstop Parties; (iii) the fees and expenses of Jaguar's financial advisors in connection with the transactions contemplated under this Plan pursuant to their engagement letter, as amended, with Jaguar, subject to a maximum amount agreed to by the Majority Backstop Parties, (iv) the reasonable fees and expenses of Jaguar's Canadian and U.S. legal advisors and legal advisor to the special committee of the board of directors of Jaguar, and (v) amounts owing to the Trustees under Section 6.07 of the 4.5% Convertible Note Indenture and the 5.5% Convertible Note Indenture

ARTICLE 8 - ISSUANCE AND DISTRIBUTION OF NEW COMMON SHARES

Issuance of New Common Shares $8.1$

The main state and address to concern the state

All New Common Shares issued and outstanding as part of the implementation of this Plan shall be deemed to be issued and outstanding as fully-paid and non-assessable. The amount added to the stated capital of the Common Shares as a result of the issuance of New Common Shares in accordance with this Plan shall be equal to the fair market value of the consideration received by Jaguar for the issuance of such New Common Shares.

• 8.2 Delivery of New Common Shares
• Jaguar shall use its commercially reasonable best efforts to cause the delivery of the $(a)$ New Common Shares to be distributed under this Plan no later than the second Business Day following the Implementation Date (or such other date as Jaguar and the Majority Consenting Noteholders may agree).
• The Notes are held by DTC (as sole Registered Holder) through its nominee company $(b)$ CEDE & Co. DTC will surrender, or will cause the surrender of, the certificates, if any, representing the Notes to the Trustees in exchange for New Common Shares as contemplated in this Plan.
• The delivery of Unsecured Creditor Common Shares to Noteholders in exchange for the $(c)$ Notes will be made through the facilities of DTC to Participant Holders who, in turn will

make delivery of the Unsecured Creditor Common Shares to the Beneficial Noteholders pursuant to standing instructions and customary practices of DTC. If for any reason the New Common Shares are not DTC eligible, then the delivery of the Unsecured Creditor Common Shares shall be made (at the election of Jaguar with the consent of the Monitor and the Majority Consenting Noteholders) either (i) by delivery of a Direct Registration System Advice to each Noteholder or (ii) by delivery of a share certificate to each Noteholder, in either case based on registration instructions received by, or on behalf of, the Monitor from Participant Holders in such manner as the Monitor determines reasonable in the circumstances.

• The delivery of Early Consent Shares to Early Consenting Noteholders will be made (at $(d)$ the election of Jaguar with the consent of the Monitor and the Majority Consenting Noteholders) either: (i) by delivery of a Direct Registration System Advice to each Early Consenting Noteholder; or (ii) by delivery of a share certificate to each Early Consenting Noteholder, in any case based on registration and delivery instructions contained in the Rep Letter.
• $(e)$ The delivery of Offering Shares, Backstopped Shares, Backstop Commitment Shares and Accrued Interest Offering Shares to the Participating Eligible Investors and the Funding Backstop Parties will be made (at the election of Jaguar with the consent of the Monitor and the Majority Consenting Noteholders) either (i) by delivery of a Direct Registration System Advice to each Participating Eligible Investor and Funding Backstop Party or (ii) by delivery of a share certificate to each Participating Eligible Investor and Funding Backstop Party, in either case based on registration and delivery instructions contained in the Election Forms in the case of Participating Eligible Investors and in the Rep Letter in the case of Funding Backstop Parties.
• The delivery of New Common Shares to Affected Unsecured Creditors (other than $(f)$ Noteholders) in consideration for their Affected Unsecured Claims will be made (at the election of Jaguar with the consent of the Monitor and the Majority Consenting Noteholders) either (i) by delivery of a Direct Registration System Advice to each of the Affected Unsecured Creditors (other than Noteholders) or (ii) by delivery of a share certificate to each of the Affected Unsecured Creditors (other than Noteholders), in either case based on registration and delivery instructions received by the Monitor pursuant to the Claims Procedure Order and the Meeting Order.
• Jaguar, the Monitor and the Trustees will have no liability or obligation in respect of all $\left( q\right)$ deliveries from DTC, or its nominee, to Participant Holders or from Participant Holders to Beneficial Noteholders.
• $(h)$ Upon receipt of and in accordance with written instructions from the Monitor, the Trustees shall instruct DTC to, and DTC shall: (i) establish an escrow position representing the respective positions of the Noteholders as of the Implementation Date for the purpose of making distributions to the Noteholders on and after the Implementation Date; and (ii) block any further trading in the Notes, effective as of the close of business on the Distribution Record Date, all in accordance with the customary practices and procedures of DTC.
• Unless a securities law legend is not required by US Securities Laws, the Direct $(1)$ Registration System Advices and share certificates delivered pursuant to this Section 8.2 shall have legends affixed thereon in substantially the form provided for in the Rep Letter.

8.3 Undeliverable Distributions

If any distribution of New Common Shares is undeliverable (that is for greater certainty that cannot be

properly registered or delivered to the intended recipient because of inadequate or incorrect registration or delivery information or otherwise) (an "Undeliverable Distribution") it shall be delivered to the Escrow Agent, which shall hold such Undeliverable Distribution in escrow, and administered in accordance with this Section 8.3. No further distributions in respect of an Undeliverable Distribution shall be made unless and until the Escrow Agent is notified by the applicable Person of its current address and/or registration information, as applicable, at which time the Escrow Agent shall make such distributions to such Person. All claims for Undeliverable Distributions must be made on or before the date that is the 365^th day following the Implementation Date, after which the right to receive distributions under this Plan In respect of such an Undeliverable Distribution shall be fully, finally, irrevocably and forever compromised, released, discharged, cancelled and barred without any compensation therefor, notwithstanding any federal, provincial, or state laws to the contrary, and any New Common Shares that are the subject of such Undeliverable Distribution shall be cancelled.

ARTICLE 9 - RELEASE OF FUNDS FROM ESCROW

Release of Funds from Escrow $9.1$

The Escrow Agent shall release any Electing Eligible Investor Funding Amounts and Backstop Payment Amounts, or portions thereof, as follows and in accordance with the terms of the Escrow Agreement:

• If an Electing Eligible Investor deposits less than the full amount of its Electing Eligible $(a)$ Investor Funding Amount by the Electing Eligible Investor Funding Deadline, such party shall cease to be an Electing Eligible Investor and the Escrow Agent shall return such funds so deposited by such Electing Eligible Investor to such Electing Eligible Investor in accordance with Section 4.1(e) hereof.
• On the Implementation Date, the Escrow Agent shall release from escrow to Jaguar, at $(b)$ the applicable time, the applicable Electing Eligible Investor Funding Amounts and Backstop Payment Amounts pursuant to and in accordance with Section 7.4 hereof.
• If this Plan is terminated for any reason or not implemented in accordance with the terms $(c)$ hereof by the Outside Date, the Escrow Agent shall as soon as practicable return all Electing Eligible Investor Funding Amounts and Backstop Payment Amounts to the applicable Participating Eligible Investors and Funding Backstop Parties.
• If any Electing Eligible Investor or Funding Backstop Party provides to the Escrow Agent $(d)$ more than its applicable Electing Eligible Investor Funding Amount or Backstop Payment Amount under this Plan, the Escrow Agent shall as soon as practicable return any excess funds to such Electing Eligible Investor or Funding Backstop Party.

ARTICLE 10 - PROCEDURE FOR DISTRIBUTIONS REGARDING DISPUTED DISTRIBUTION CLAIMS

No Distribution Pending Allowance $10.1$

An Affected Unsecured Creditor holding a Disputed Distribution Claim will not be entitled to receive a distribution under the Plan in respect of such Disputed Distribution Claim or any portion thereof unless and until, and then only to the extent that, such Disputed Distribution Claim becomes an Allowed Affected Unsecured Claim.

Distributions After Disputed Distribution Claims Resolved 10.2

Distributions of Unsecured Creditor Common Shares in relation to a Disputed Distribution $(a)$ Claim of an Affected Unsecured Creditor will be held by the Applicant, in a segregated

account constituting the Disputed Distribution Claims Reserve, for the benefit of the Affected Unsecured Creditors with Allowed Affected Unsecured Claims until the final determination of the Disputed Distribution Claim in accordance with the Claims Procedure Order and this Plan.

• To the extent that any Disputed Distribution Claim becomes an Allowed Affected $(b)$ Unsecured Claim in accordance with this Plan, the Applicant shall distribute to the holder of such Allowed Affected Unsecured Claim, that number of Unsecured Creditor Common Shares from the Disputed Distribution Claims Reserve equal to such Affected Unsecured Creditor's Pro Rata Share of Unsecured Creditor Common Shares.
• On the date that all Disputed Distribution Claims have been finally resolved in $(c)$ accordance with the Claims Procedure Order and any required distributions contemplated in section (b) have been made, if (i) the aggregate number of Unsecured Creditor Common Shares remaining in the Disputed Distribution Claims Reserve is less than 14,000, the Applicant shall cancel those Unsecured Creditor Common Shares; or (ii) the aggregate number of Unsecured Creditor Common Shares remaining In the Disputed Distribution Claims Reserve is equal to or greater than 14,000, the Applicant shall distribute such Unsecured Creditor Common Shares to the Affected Unsecured Creditors with Allowed Affected Unsecured Claims such that after giving effect to such distributions each such Affected Unsecured Creditor has received its applicable Pro Rata Share of such Unsecured Creditor Common Shares.

ARTICLE 11- RELEASES

$11.1$ Release

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• $(a)$ On the implementation Date, the following shall be fully, finally, irrevocably and forever compromised, released, discharged, cancelled and barred:
• all Affected Unsecured Claims; $(i)$
• $(ii)$ all Equity Claims:
• all Director/Officer Claims other than Continuing Other Director/Officer Claims $(iii)$ and Non-Released Director/Officer Claims and also (for greater certainty) excluding Section 5.1(2) Director/Officer Claims and any Agreed Excluded Director/Officer Litigation Claims; provided that any Section 5.1(2) Director/Officer Claims and any Agreed Excluded Director/Officer Litigation Claims shall be limited to recovery from any insurance proceeds payable in respect of such Section 5.1(2) Director/Officer Claims or Agreed Excluded Director/Officer Litigation Claims, as applicable, pursuant to the Director/Officer Insurance Policies, and any Persons with any such Section 5.1(2) Director/Officer Claims or Agreed Excluded Director/Officer Litigation Claims shall have no right to, and shall not, make any claim or seek any recoveries from any Person (including Jaguar, any of its Subsidiaries or any Director or Officer), other than enforcing such Person's rights to be paid from the proceeds of a Director/Officer Insurance Policy by the applicable insurer(s); provided that nothing in this Plan shall prejudice, compromise, release or otherwise affect any right or defence of any insurer in respect of a Director/Officer Insurance Policy or any insured in respect of a Section 5.1(2) Director/Officer Claim or Agreed Excluded Director/Officer Litigation Claim; and
• $(1v)$ all Director/Officer Indemnity Claims.

On the Implementation Date, the Applicant, the Subsidiaries, and each of their respective financial advisors, legal counsel and agents, the Monitor, legal counsel to the Monitor. and legal counsel to the special committee of the board of directors of Jaguar (collectively, the "Released Parties") shall be released and discharged from any and all demands, claims, actions, causes of action, counterclaims, suits, debts, sums of money, accounts, covenants, damages, judgments, expenses, executions, liens and other recoveries on account of any indebtedness, liability, obligation, demand or cause of action of whatever nature that any Person (including any Person who may claim contribution or indemnification against or from them) may be entitled to assert, whether known or unknown, matured or unmatured, direct, indirect or derivative, foreseen or unforeseen, existing or hereafter arising, based in whole or in part on any act or omission, transaction, dealing or other occurrence existing or taking place on or prior to the Implementation Date that are in any way relating to, arising out of or in connection with (i) the restructuring, disclaimer, resiliation, breach or termination of any contract. lease, agreement or other arrangement, whether written or oral; (ii) the business and affairs of the Applicant or the Subsidiarles; (iii) the Notes; (iv) the Indentures; (v) the Existing Shares; (vi) the Existing Share Options; (vii) the Shareholder Rights Plan; (viii) Equity Claims; (ix) the Support Agreement; (x) the Backstop Agreement; (xi) this Plan; or (xii) the CCAA Proceedings; provided, however, that nothing in this Section 11.1 will release or discharge:

• the Applicant or any of the Subsidiaries from or in respect of $(x)$ any Excluded $(i)$ Claim. (v) its obligation to Affected Unsecured Creditors under this Plan or under any Order, or (z) its obligations under the Backstop Agreement or the Support Agreement; provided that any Agreed Excluded Jaguar Litigation Claims shall be limited to recovery from any insurance proceeds payable in respect of such Agreed Excluded Jaguar Litigation Claims pursuant to the Jaguar Insurance Policies, and any Persons with any such Agreed Excluded Jaguar Litigation Claims against the Applicant shall have no right to, and shall not, make any claim or seek any recoveries from any Person (including Jaguar, any of its Subsidiaries or any Director or Officer), other than enforcing such Person's rights to be paid from the proceeds of a Jaguar Insurance Policy by the applicable insurer(s): provided further that nothing in this Plan shall prejudice, compromise, release or otherwise affect any right or defence of any insurer in respect of a Jaguar Insurance Policy or any insured in respect of an Agreed Excluded Jaquar Litigation Claim; or
• $(ii)$ a Released Party if the Released Party is adjudged by the express terms of a judgment rendered on a final determination on the merits to have committed fraud or wilful misconduct.
• $(c)$ At the Implementation Time, each of the Noteholders, the Ad Hoc Committee, the Trustees, and each of their respective present and former shareholders, officers, directors, and the Advisors and the Trustees' counsel (collectively, the "Noteholder Released Parties") will be released and discharged from any and all demands, claims, actions, causes of action, counterclaims, suits, debts, sums of money, accounts, covenants, damages, judgments, expenses, executions, liens and other recoveries on account of any indebtedness, liability, obligation, demand or cause of action of whatever nature that any Person (including any Person who may claim contribution or Indemnification against or from them) may be entitled to assert whether known or unknown, matured or unmatured, direct, indirect or derivative, foreseen or unforeseen, existing or hereafter arising, based in whole or in part on any act or omission, transaction, dealing or other occurrence existing or taking place on or prior to the Implementation Date that are in any way relating to, arising out of or in connection with: (i) the Notes; (ii)

$(b)$

the Indentures; (iii) the Existing Shares; (iv) the Existing Share Options; (v) the Shareholder Rights Plan; (vi) Equity Claims; (vii) the Support Agreement; (viii) the Backstop Agreement; (ix) this Plan; or (x) the CCAA Proceedings, and any other matters or actions related directly or indirectly to the foregoing; provided that nothing in this Section 11.1(c) will release or discharge a Noteholder Released Party in respect of their obligations under this Plan, the Backstop Agreement, the Support Agreement, any Election Form and provided further that nothing in this Section 11.1(c) will release or discharge a Noteholder Released Party if the Noteholder Released Party is adjudged by the express terms of a judgment rendered on a final determination on the merits to have committed fraud or wilful misconduct.

$11,2$ Injunctions

All Persons (regardless of whether or not such Persons are Affected Unsecured Creditors) are permanently and forever barred, estopped, stayed and enjoined, on and after the Implementation Time, with respect to any and all Released Claims or Noteholder Released Claims, from (i) commencing. conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against the Released Parties, the Named Directors and Officers and the Noteholder Released Parties; (ii) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against the Released Parties, the Named Directors and Officers and Noteholder Released Parties or their property; (iii) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits or demands, including without limitation, by way of contribution or indemnity or other relief, in common law, or in equity, or for breach of trust or breach of fiduciary duty or under the provisions of any statute or regulation, or other proceedings of any nature or kind whatsoever (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against any Person who makes such a claim or might reasonably be expected to make such a claim, in any manner or forum, against one or more of the Released Parties, the Named Directors and Officers and Noteholder Released Parties; (iv) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties, the Named Directors and Officers and Noteholder Released Parties or their property; or (v) taking any actions to interfere with the implementation or consummation of this Plan; provided, however, that the foregoing shall not apply to the enforcement of any obligations under this Plan. For greater certainty, the provisions of this Section 11.2 shall apply to Section 5.1(2) Director/Officer Claims, Agreed Excluded Director/Officer Litigation Claims and Agreed Excluded Jaguar Litigation Claims in the same manner as Released Claims, except to the extent that the rights of a holder of such Section 5.1(2) Director/Officer Claims, Agreed Excluded Director/Officer Litigation Claims and/or Agreed Excluded Jaguar Litigation Claims to enforce such daims against an insurer in respect of a Directors/Officer Insurance Policy and/or a Jaguar Insurance Policy, as applicable, are expressly preserved pursuant to Section 11.1(a)(iii) and/or Section 11.1(b)(i) hereof,

$11.3$ Timing of Releases and Injunctions

All releases and injunctions set forth in this Article 11 shall become effective on the Implementation Date at the time or times and in the manner set forth in Section 7.4 hereof.

11.4 Knowledge of Claims

Each Person to which Section 11.1 hereof applies shall be deemed to have granted the releases set forth in Section 11.1 notwithstanding that it may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and such party expressly waives any and all rights that it may have under any applicable law which would limit the effect of such releases to those Claims or causes of action known or suspected to exist at the time of the granting of the release.

ARTICLE 12 - COURT SANCTION, CONDITIONS PRECEDENT AND IMPLEMENTATION

$12.1$ Application for Sanction Order

If this Plan is approved by the Required Majority, the Applicant shall apply for the Sanction Order on the date set for the hearing for the Sanction Order or such later date as the Court may set.

$12.2$ Sanction Order

The Sanction Order shall, among other things, declare that:

• (i) this Plan has been approved by the Required Majority entitled to vote at the Meeting in $(a)$ conformity with the CCAA; (ii) the Applicant acted in good faith and has complied with the provisions of the CCAA and the Orders made in the CCAA Proceedings in all respects: (iii) the Court is satisfied that the Applicant has not done nor purported to do anything that is not authorized by the CCAA; and (iv) this Plan and the transactions contemplated by it are fair and reasonable;
• $(b)$ this Plan (including the arrangements and releases set out herein) has been sanctioned and approved pursuant to section 6 of the CCAA and will be binding and effective as herein set out on the Applicant, all Affected Unsecured Creditors, all holders of Equity Claims and all other Persons as provided for in this Plan or in the Sanction Order:
• $(c)$ subject to the performance by the Applicant of its obligations under this Plan, and except to the extent expressiv contemplated by this Plan or the Sanction Order, all obligations or agreements to which the Applicant is a party immediately prior to the Implementation Time, will be and shall remain in full force and effect as at the Implementation Date. unamended except as they may have been amended by agreement of the parties subsequent to the Filing Date, and no Person who is a party to any such obligations or agreements shall, following the Implementation Date, accelerate, terminate, rescind, refuse to perform or otherwise repudiate its obligations thereunder, or enforce or exercise any right (including any right of set-off, option, dilution or other remedy) or make any demand under or in respect of any such obligation or agreement, by reason of:
• any defaults or events of default arising as a result of the insolvency of the $(i)$ Applicant prior to the Implementation Date:
• any change of control of the Applicant arising from implementation of this Plan $(ii)$ (except in respect of existing, written senior officer and employee employment agreements of Persons who remain senior officers and employees of Jaquar as of the Implementation Date and any payments due under such agreements. which may only be waived by the senior officers and employees who are parties to such agreements);
• the fact that the Applicant has sought or obtained relief under the CCAA or that $(iii)$ this Plan has been implemented by the Applicant;
• the effect on the Applicant of the completion of any of the transactions (iv) contemplated by this Plan;
• any compromises or arrangements effected pursuant to this Plan; or $(v)$
• any other event(s) which occurred on or prior to the Implementation Date which $(v_i)$

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32

would have entitled any Person to enforce rights and remedies, subject to any express provisions to the contrary in any agreements entered into with the Applicant after the Filing Date.

For greater certainty, nothing in this paragraph 12.2(c) shall waive, compromise or discharge any obligations of the Applicant in respect of any Excluded Claim:

• the commencement or prosecution, whether directly, indirectly, derivatively or otherwise, $(d)$ of any demands, claims, actions, counterclaims, suits, judgment, or other remedy or recovery as described in Section 11.2 hereof shall be permanently enjoined:
• $(e)$ the releases effected by this Plan shall be approved, and declared to be binding and effective as of the Implementation Date upon all Affected Unsecured Creditors, holders of Equity Claims and all other Persons affected by this Plan and shall enure to the benefit of all such Persons:
• from and after the Implementation Date, all Persons with an Affected Unsecured Claim $(1)$ shall be deemed to (i) have consented and agreed to all of the provisions of this Plan as an entirety; and (ii) each Affected Unsecured Creditor shall be deemed to have oranted. and executed and delivered to the Applicant all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan in its entirety.

$12.3$ Conditions to Plan Implementation

The implementation of this Plan shall be conditional upon the fulfillment, satisfaction or waiver (to the extent permitted by Section 12.4 hereof) of the following conditions:

• The Court shall have granted the Sanction Order, the operation and effect of which shall $(a)$ not have been stayed, reversed or amended, and in the event of an appeal or application for leave to appeal, final determination shall have been made by the applicable appellate court:
• No Applicable Law shall have been passed and become effective, the effect of which $(b)$ makes the consummation of this Plan illegal or otherwise prohibited;
• $(c)$ All necessary judicial consents and any other necessary or desirable third party consents. if any, to deliver and implement all matters related to this Plan shall have been obtained;
• All documents necessary to give effect to all material provisions of this Plan (including the $(d)$ Sanction Order, this Plan, the Share Offering and the Common Share Consolidation and all documents related thereto) shall have been executed and/or delivered by all relevant Persons in form and substance satisfactory to the Applicant and the Majority Consenting Noteholders;
• All required stakeholder, regulatory and Court approvals, consents, waivers and filings (e) shall have been obtained or made, as applicable, on terms satisfactory to the Majority Consenting Noteholders and the Company, each acting reasonably and in good faith;
• $(f)$ All senior officer and employee employment agreements shall have been modified to reflect the revised capital structure of Jaguar following implementation of the Plan, including, without limitation, to provide that the implementation of the Plan does not constitute a change of control under such employment agreements, and no change of control payments shall be owing or payable to Jaguar's officers or employees in

connection with the implementation of the Plan;

• The DSU Plan, the RSU Plan and the SAR Plan shall have been addressed in a manner $(q)$ acceptable to Jaguar and the Majority Consenting Noteholders;
• The Articles of Reorganization shall have been filed under the OBCA: $(h)$
• All material filings under applicable Laws shall have been made and any material $(i)$ regulatory consents or approvals that are required in connection with this Plan shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated;
• The New Common Shares shall have been conditionally approved for listing on the TSX. $(i)$ the TSXV or such other Designated Offshore Securities Market acceptable to the Maiority Consenting Noteholders without any vote or approval of the Existing Shareholders. subject only to receipt of customary final documentation;
• All conditions to implementation of this Plan set out in the Support Agreement (which for (k) greater certainty include the conditions set out in sections 9(a), (b) and (c) of the Support Agreement) shall have been satisfied or waived in accordance with their terms and the Support Agreement shall not have been terminated;
• All conditions to implementation of this Plan set out in the Backstop Agreement (which for $(1)$ greater certainty include the conditions set out in sections 7(a), (b) and (c) of the Backstop Agreement) shall have been satisfied or waived in accordance with their terms, and the Backstop Agreement shall not have been terminated;
• The issuance of the Unsecured Creditor Common Shares and Early Consent Shares $(m)$ shall be exempt from registration under the US Securities Act pursuant to the provisions of section 3(a)(10) of the US Securities Act; and
• No insurer under a Director/Officer Insurance Policy or a Jaguar Insurance Policy shall $(n)$ have an unresolved objection, filed in the CCAA Proceedings, to the implementation of this Plan.

Waiver of Conditions $12.4$

The Applicant and the Majority Consenting Noteholders may at any time and from time to time waive the fulfillment or satisfaction, in whole or in part, of the conditions set out herein, to the extent and on such terms as such parties may agree to provided however that the conditions set out in Section 12.3(a) cannot be waived and that the conditions set out in Section 12.3(I) can only be waived by the Applicant and the Majority Backstop Parties.

$12.5$ Implementation Provisions

If the conditions contained in Section 12.3 are not satisfied or waived (to the extent permitted under Section 12.4) by the Outside Date, unless the Applicant and the Majority Consenting Noteholders agree in writing to extend such period, this Plan and the Sanction Order shall cease to have any further force or effect and will not be binding on any Person.

Monitor's Certificate of Plan Implementation 12.6

Upon written notice from the Applicant (or counsel on its behalf) and Goodmans LLP on behalf of the Majority Consenting Noteholders and the Majority Backstop Parties to the Monitor that the conditions to Plan implementation set out in Section 12.3, have been satisfied or waived, the Monitor shall, as soon as

possible following receipt of such written notice, deliver to the Applicant and Goodmans LLP on behalf of the Majority Consenting Noteholders and the Majority Backstop Parties, and file with the Court, a certificate which states that all conditions precedent set out in Section 12.3 have been satisfied or waived and that the Implementation Date has occurred.

ARTICLE 13 - GENERAL

Waiver of Defaults $13.1$

Subject to the performance by the Applicant of its obligations under this Plan, and except to the extent expressly contemplated by this Plan or the Sanction Order, no Person who is a party to any obligations or agreements with the Applicant or any Subsidiary shall, following the Implementation Date, accelerate, terminate, rescind, refuse to perform or otherwise repudiate its obligations thereunder, or enforce or exercise any right (including any right of set-off, option, dilution or other remedy) or make any demand under or in respect of any such obligation or agreement, by reason of:

• any defaults or events of default arising as a result of the insolvency of the Applicant prior $(a)$ to the Implementation Date:
• any change of control of the Applicant or any Subsidiary arising from implementation of $(b)$ this Plan (except in respect of existing, written senior officer and employee employment agreements of Persons who remain senior officers and employees of Jaguar as of the Implementation Date and any payments due under such agreements, which may only be waived by the senior officers and employees who are parties to such agreements);
• the fact that the Applicant has sought or obtained relief under the CCAA or that this Plan $(c)$ has been implemented by the Applicant;
• the effect on the Applicant or any Subsidiary of the completion of any of the transactions $(d)$ contemplated by this Plan;
• any compromises or arrangements effected pursuant to this Plan; or $(e)$
• any other event(s) which occurred on or prior to the Implementation Date which would $(1)$ have entitled any Person to enforce rights and remedies, subject to any express provisions to the contrary in any agreements entered into with the Applicant after the Filing Date.

For greater certainty, nothing in this paragraph 13.1 shall walve, compromise or discharge any obligations of the Applicant in respect of any Excluded Claim.

Deeming Provisions $13.2$

In this Plan, the deeming provisions are not rebuttable and are conclusive and irrevocable.

Non-Consummation 13.3

The Applicant reserves the right to revoke or withdraw this Plan at any time prior to the Implementation Date, with the consent of the Monitor and the Majority Consenting Noteholders.

If the Implementation Date does not occur on or before the Outside Date (as the same may be extended in accordance with the terms hereof and of the Support Agreement), or if this Plan is otherwise withdrawn in accordance with its terms: (a) this Plan shall be null and void in all respects, and (b) nothing contained in this Plan, and no acts taken in preparation for consummation of this Plan, shall (i) constitute or be

deemed to constitute a waiver or release of any Claims by or against the Jaguar Group, their respective successors or any other Person; (ii) prejudice in any manner the rights of the Jaguar Group, their respective successors or any other Person in any further proceedings involving the Jaguar Group or their respective successors; or (iii) constitute an admission of any sort by the Jaguar Group, their respective successors or any other Person.

Modification of Plan $13.4$

• The Applicant may, at any time and from time to time, amend, restate, modify and/or $(a)$ supplement this Plan with the consent of the Monitor and the Majority Consenting Noteholders, provided that: any such amendment, restatement, modification or supplement must be contained in a written document that is filed with the Court and:
• if made prior to or at the Meeting: (A) the Monitor, the Applicant or the Chair (as $(i)$ defined in the Meeting Order) shall communicate the details of any such amendment, restatement, modification and/or supplement to Affected Unsecured Creditors and other Persons present at the Meeting prior to any vote being taken at the Meeting; (B) the Applicant shall provide notice to the service list of any such amendment, restatement, modification and/or supplement and shall file a copy thereof with the Court forthwith and in any event prior to the Court hearing in respect of the Sanction Order; and (C) the Monitor shall post an electronic copy of such amendment, restatement, modification and/or supplement on the Monitor's Website forthwith and in any event prior to the Court hearing in respect of the Sanction Order, and
• if made following the Meeting: (A) the Applicant shall provide notice to the service $(ii)$ list of any such amendment, restatement, modification and/or supplement and shall file a copy thereof with the Court; (B) the Monitor shall post an electronic copy of such amendment, restatement, modification and/or supplement on the Monitor's Website; and (C) such amendment, restatement, modification and/or supplement shall require the approval of the Court following notice to the Affected Unsecured Creditors.
• Notwithstanding Section 13.4(a) hereof, any amendment, restatement, modification or $(b)$ supplement may be made by the Applicant: (i) if prior to the date of the Sanction Order, with the consent of the Monitor and the Majority Consenting Noteholders; and (ii) if after the date of the Sanction Order, with the consent of the Monitor and the Majority Consenting Noteholders and upon approval by the Court, provided in each case that it concerns a matter that, in the opinion of the Applicant, acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan and the Sanction Order or to cure any errors, omissions or ambiguities and is not materially adverse to the financial or economic interests of the Affected Unsecured Creditors.
• Any amended, restated, modified or supplementary plan or plans of compromise filed $(c)$ with the Court and, if required by this section, approved by the Court, shall, for all purposes, be and be deemed to be a part of and incorporated in this Plan.

Severability of Plan Provisions 13.5

If, prior to the Implementation Time, any term or provision of this Plan is held by the Court to be invalid. void or unenforceable, at the request of the Applicant, made with the consent of the Majority Consenting Noteholders (acting reasonably), the Court shall have the power to either (a) sever such term or provision from the balance of this Plan and provide the Applicant and the Majority Consenting Noteholders with the option to proceed with the implementation of the balance of this Plan as of and with effect from the Implementation Time, or (b) alter and interpret such term or provision to make it valid or enforceable to

the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted, provided that the Majority Consenting Noteholders have approved such alteration or interpretation, acting reasonably. Notwithstanding any such holding, alteration or interpretation, and provided that this Plan is implemented, the remainder of the terms and provisions of this Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation.

13.6 Preservation of Rights of Action

Except as otherwise provided in this Plan or in the Sanction Order, or in any contract, instrument, release, indenture or other agreement entered into in connection with this Plan, following the Implementation Date, the Applicant will retain and may enforce, sue on, settle, or compromise (or decline to do any of the foregoing) all claims, rights or causes of action, suits and proceedings, whether in law or in equity, whether known or unknown, that the Applicant may hold against any Person or entity without further approval of the Court.

Responsibilities of Monitor $13.7$

FTI Consulting Canada Inc. is acting in its capacity as Monitor in the CCAA Proceedings with respect to the Applicant and this Plan and not in its personal or corporate capacity, and will not be responsible or liable for any obligations of the Applicant under the Plan or otherwise.

$13.8$ Notices

Any notice or other communication to be delivered hereunder must be in writing and refer to this Plan and may, as hereinafter provided, be made or given by personal delivery, ordinary mail, email or by facsimile addressed to the respective Parties as follows:

If to Jaquar or the Subsidiaries, at:

c/o Jaguar Mining Inc. $(a)$ 67 Yonge Street, Suite 1203 Toronto, Ontario M5E 1J8

David Petroff Attention: Email: david.petroff@jaguarmining.com

with a required copy (which shall not be deemed notice) to:

Norton Rose Fulbright Canada LLP Royal Bank Plaza, South Tower, Suite 3800 200 Bay Street P.O. Box 84 Toronto, Ontario M5J 2Z4

Attention:	Walied Soliman and Evan Cobb
Fax:	(416) 216-3930
Email:	walled.soliman@nortonrosefulbright.com
	evan.cobb@nortonrosefulbright.com

$(b)$

If to the Ad Hoc Committee of Noteholders:

Goodmans LLP Suite 3400 333 Bay Street Bay Adelaide Centre Toronto, Ontario M5H 2S7

Attention: Fax: Email

Rob Chadwick and Melaney Wagner (416) 979-1234 rchadwick@goodmans.ca mwagner@goodmans.ca

$(c)$ If to the Monitor, at:

FTI Consulting Canada Inc. TD Waterhouse Tower Suite 2010 79 Wellington Street Toronto, Ontario M5K 1GB

Greg Watson and Jodi Porepa Attention: Fax: (416) 649-8101 Greg.Watson@fticonsulting.com Email: Jodi.Porepa@fticonsulting.com

With a required copy (which shall not be deemed notice) to:

Osler, Hoskin & Harcourt LLP Box 50 1 First Canadian Place Toronto, Ontario M5X 1B8

Marc Wasserman Attention: (416) 862-6666 Fax: Email: mwasserman@osler.com

or to such other address as any Party may from time to time notify the others in accordance with this Section 13.8. Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of faxing or emailing, provided that such day in either event is a Business Day and the communication is so delivered, faxed or emailed before 5:00 p.m. on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day.

Consent of Majority Consenting Noteholders or Majority Backstop Parties $13.9$

For the purposes of this Plan, any matter requiring the agreement, waiver, consent or approval of the Majority Consenting Noteholders or the Majority Backstop Parties shall be deemed to have been agreed to, waived, consented to or approved by such Majority Consenting Noteholders or Majority Backstop Parties if such matter is agreed to, waived, consented to or approved in writing by Goodmans LLP. provided that Goodmans LLP expressly confirms in writing (which can be by way of e-mail) that it is providing such agreement, consent, waiver or approval on behalf of the Majority Consenting Noteholders or the Maiority Backstop Parties, as applicable.

13.10 Paramountcy

From and after the Implementation Time on the Implementation Date, any conflict between:

• $(a)$ this Plan; and
• the covenants, warranties, representations, terms, conditions, provisions or obligations, $(b)$ expressed or implied, of any contract, mortgage, security agreement, indenture, trust indenture, note, loan agreement, commitment letter, agreement for sale, lease or other agreement, written or oral and any and all amendments or supplements thereto existing between any Person and the Applicant and/or the Subsidiaries as at the Implementation Date,

will be deemed to be governed by the terms, conditions and provisions of this Plan and the Sanction Order, which shall take precedence and priority.

13.11 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan without any further act or formality, each of the Persons named or referred to in, or subject to, this Plan will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them to carry out the full intent and meaning of this Plan and to give effect to the transactions contemplated herein.

Schedule "A"

Agreed Excluded Director/Officer Litigation Claims

(i) Claims asserted by Daniel R. Titcomb; Robert J. Lloyd; James M. Roller; William E. Dow; Jeffrey
Kirchhoff and/or Brazilian Resources, Inc. (collectively, the "New Hampshire Litigation Plaintiffs") in the proceeding in the United States District Court for the District of New Hampshire bearing Civil Action No. 1:13-cv-00428-JL against Gary E. German, Gilmour Clausen, John Andrews, Richard Falconer, David
Petroff and Frederick Hermann (collectively, the "Director/Officer Defendants"); and

(ii) those claims of the New Hampshire Litigation Plaintiffs against the Director/Officer Defendants as allowed in accordance with and subject to the terms of paragraph 3 of the Minutes of Settlement dated February 5, 2014 between the New Hampshire Litigation Plaintiffs and Jaguar Mining Inc.

$\mathbf 1$

Schedule "B"

Agreed Excluded Jaguar Litigation Claims

(i) Claims asserted by Daniel R. Titcomb; Robert J. Lloyd; James M. Roller; William E. Dow; Jeffrey Kirchhoff and/or Brazilian Resources, Inc. (collectively, the "New Hampshire Litigation Plaintiffs") in the proceeding in the United States District Court for the District of New Hampshire bearing Civil Action No. 1:13-cv-00428-JL against Jaguar Mining Inc.; and

(ii) those claims of the New Hampshire Litigation Plaintiffs against Jaguar Mining Inc. as allowed in accordance with and subject to the terms of paragraph 4 of the Minutes of Settlement dated February 5, 2014 between the New Hampshire Litigation Plaintiffs and Jaguar Mining Inc.

1

Schedule "C"

Agreed Excluded Litigation Claimants

Daniel R. Titcomb

Robert J. Lloyd

James M. Roller

William E. Dow

Jeffrey Kirchhoff

Brazilian Resources, Inc.

SCHEDULE "B" $\sim 10^{-1}$

$\bar{\bar{z}}$

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Court File No. CV-13-10383-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF JAGUAR MINING INC.

Applicant

MONITOR'S CERTIFICATE

RECITALS

Pursuant to an order of the Court dated December 23, 2013 (the "Initial Order"), Jaguar A. Mining inc. (the "Applicant") filed for and obtained protection from its creditors under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA").

Pursuant to the Initial Order, FTI Consulting Canada Inc. was appointed the Monitor of B. the Applicant (the "Monitor") with the powers, duties and obligations set out in the Initial Order.

Also on December 23, 2013, the Applicant sought and the Court granted a Meeting C. Order and a Claims Procedure Order.

The Applicant has filed a Plan of Compromise and Arrangement under the CCAA, dated D. December 23, 2013 (as amended and restated on January 31, 2014, and as may be further amended, the "Plan"), which Plan has been approved by the required majorities of Affected Unsecured Creditors and sanctioned by the Court; and

Unless otherwise indicated herein, initially capitalized terms used herein have the Е. meaning set out in the Plan.

DOCSTOR: 2911021\3B

THE MONITOR HEREBY CERTIFIES that it has received written notice from the Applicant and Goodmans LLP (on behalf of the Majority Consenting Noteholders and the Majority Backstop Parties) that the conditions precedent set out in Section 12.3 of the Plan have been satisfied or waived in accordance with the Plan on February ____, 2014 and that the Implementation Date has occurred; and

This Certificate was delivered by the Monitor at ___________________________________

FTI CONSULTING CANADA INC., in its capacity as Monitor of Jaguar Mining Inc. and not in its personal or corporate capacity

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DOCSTOR: 2911021\3A

SCHEDULE "C"

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	For Ministry Lisa Only A husage exclusif du ministère																				1591416	Ontario Corporation Number Numero de la société en Ontario
		ARTICLES OF REORGANIZATION STATUTS DE RÉORGANISATION
Form B Business	1.			The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS) Dénomination ecclais de la société : (Écrire on LETTRES MAJUSCULES SEULEMENT) :
Corporations Aci				$J A $ $\theta$ $ \pi $	ļ4.	lĸ.		MIN				$\mathcal{I} \mathcal{U} G$				$\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$
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	2.			The new name of the corporation if changed by the reorganization; (Set out in BLOOK CAPITAL LETTERS) Nouvelle denomination sociale de la société al elle aet modifiée par aulte de la réorganisation : (Écritre en LETTRES
				MAJUBOULES BEULEMENT) :
	O,			Date of incorporation/amaigamation: [ Date de la constitution ou de la fusion : 2003/10/09
	4.			The recrganization was ordered by the court on I La cour a ordonne is reorganisation is													Yuar, Month, Day J sunde, mole, jour
				2014/01/													Year, Month, Day / année, mole, Jour
				and a certified copy of the Order of the court is attached to these articles as Exhibit 'A'. I une copie certifies conforme de l'ordonnance de la cour constitue l'annexe «A».
				5. In accordance with the Order for recrganization the articles of the corporation are amended as follows: Conformément à l'ordonnance de réorganisation, les statuts de la société sont modifiée de la façon suivante ;
				To effect a consolidation of the issued and outstanding Common Shares on the basis of one post-consolidation Common Share for 88,39636 issued and cutstanding Common Shares. Any fractional interests in the consolidated Common Shares will, without any further act or formality, be cancelied without payment of any consideration therefor.

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	B. The terms and conditions to which the recrosmization is made subject by the Order have best complied with, Lee conditions que l'ordomance impose à la recrosmisation ont eté respectées.
		These articies are submitled under section 186 of the Businese Oorporations A cr and are signed in duplicate, Les présents statuts sont déposés en vertu de l'articie 186 de le Loi sur les sociétés paracitons, l is sont
	JAGUAR MINING INC.	Name ol Corporation / Dénomination sociale de la société
	By/ Par:
	Signature / Signature	Description of Office / Fonotion
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$\vec{r}$ .	Court File No: CV-13-10383-00CL	Proceeding commenced at Toronto SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) ONTARIO	(PLAN SANCTION) ORDER	Royal Bank Plaza, South Tower, Suite 3800 200 Bay Street, P.O. Box 84 Norton Rose Fulbright Canada LLP Toronto, Ontario M5J 224 CANADA	Email: tony.reyes@nortonrosefulbright.com Tony Reyes LSUC#: 28218V Tel: 416.216.4825	Email: evan.cobb@nortonrosefulbright.com Evan Cobb LSUC#: 55787N 416.216.1929	Fax: 416.216.3930	Lawyers for the Applicant, Jaguar Mining Inc.
	(Applicant) ARRANGEMENT ACT, R.S.C. 1985, ì OR ARRANGEMENT IN THE MATTER OF THE COMPANIES' CREDITORS AND IN THE MATTER OF A PLAN OF COMPROMISE OF JAGUAR MINING INC. c. C-36, AS AMENDED					jai			BBESTBR: 388273846

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Court File No. CV-13-10383-00CL

concerting the construction of the

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE REGIONAL SENIOR

JUSTICE MORAWETZ

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THURSDAY, THE 27TH

DAY OF FEBRUARY, 2014

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

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AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF JAGUAR MINING INC.

Applicant

ORDER (Stay Extension)

THIS MOTION, made by the Applicant for an order, inter alia:

• $(a)$ that the time for service of the Notice of Motion, Motion Record and the Fourth Report of the Monitor, FTI Consulting Canada Inc., (the "Monitor") dated February 27, 2014 (the "Fourth Report") is abridged and validated so that this Motion is properly returnable today and dispensing with further service thereof; and
• $(b)$ approving an extension of the Stay Period, as defined in paragraph 14 of the Initial Order, issued by this Court on December 23, 2013, (as amended, the "Initial Order") to and including March 10, 2014; and
• $(c)$ approving a certain amendments to the Applicant's Amended and Restated Plan of Compromise and Arrangement, dated February 5, 2014 (the "Plan"),

DOCSTOR: 2944873\2

was heard this day at 361 University Avenue, Toronto, Ontario.

contractors in a considerative subsidiary design and the construction of

ON READING the Affidavit of T. Douglas Willock, sworn February 27, 2014, the exhibits thereto, (the "Willock Affidavit") and the Fourth Report, and on hearing submissions of counsel for the Applicant, the Monitor, the Ad Hoc Committee (as defined in the Willock Affidavit), Slobal Reseurce Fund, and such other counsel present, no one else appearing although duly served as appears from the affidavit of service of Evan Cobb sworn on February 27, 2014,

Service

$1₁$ THIS COURT ORDERS that the time for service of the Notice of Motion, Motion Record and Fourth Report is hereby abridged and validated so that this Motion is properly returnable today and hereby dispenses with further service thereof.

Stay Extension

$2.$ THIS COURT ORDERS that the Stay Period, as defined in paragraph 14 of the Initial Order, be and is hereby extended up to and including March 10, 2014.

Plan Amendment

$3.$ THIS COURT ORDERS that the Amendments (as defined in the Willock Affidavit) are hereby approved in accordance with Section 13.4(b) of the Plan.

ENTERED AT / INSCRIT A TORONTO ON / BOOK NO: LE / DANS LE REGISTRE ? FEB 27 20

Dirain RST

1999-2020-2210-2020 PROVIDENT

CONSULTS

THIS IS TO CERTIFY THAT THIS DOCUMENT, EACH PAGE OF WHICH IS STAMPED WITH THE SEAL OF THE SUPERIOR COURT OF JUSTICE AT TOBORTO, IS A TRUE COPY OF THE DOCUMENT ON FILE IN THIS OFFICE	LA PRESENT ATTEST QUE CE DOCUMENT, DONT CHACUNE DES PAGES EST REVETUE DU sceau de la cour supériluie DE JUSTICE A TORONTO, EST UNE COPIE CONFORME DU DOCUMENT CONSERVÉ DANS DE SUREAU
DATED AT TORONTO THIS	201
FAIT À TORONTO LE
REGISTRAR	GREFFIFT

Court File No: CV-13-10383-00CL	SUPERIOR COURT OF JUSTICE Proceeding commenced at Toronto COMMERCIAL LIST ONTARIO	ORDER	Lawyers for the Applicant, Jaguar Mining Inc. Email: evan.cobb@nortonrosefulbright.com Email: tony.reyes@nortonrosefulbright.com Royal Bank Plaza, South Tower, Suite 3800 200 Bay Street, P.O. Box 84 Toronto, Ontario M5J 2Z4 CANADA Norton Rose Fulbright Canada LLP Tony Reyes LSUC# 28218V Tel: 416.216.4825 Evan Cobb LSUC#: 55787N Fax: 416.216.3930 Tel: 416.216.1929
(Applicant) RRANGEMENT ACT. R.S.C. 1985, AND IN THE MATTER OF A PLAN OF COMPROMISE OR SEARCH AS A CHARA SEMENT OF JAGUAR MINING INC. IN THE MATTER OF THE COMPANIES' CREDITORS A c. C-36, AS AMENDED	Retail Offices 994 i P sonu S.

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Court File No. CV-13-10383-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE AND ARRANGEMENT OF JAGUAR MINING INC.

AMENDED AND RESTATED PLAN OF COMPROMISE AND ARRANGEMENT

PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT

OF JAGUAR MINING INC.

FEBRUARY 5, 2014

RECITALS

• Jaguar Mining Inc. (the "Applicant" or "Jaguar") is a debtor company (as such term is defined in $(A)$ the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA").
• On December 23, 2013, the Honourable Justice Morawetz of the Ontario Superior Court of $(B)$ Justice (Commercial List) (the "Court") granted the following Orders pursuant to the CCAA:
• an Initial Order in respect of the Applicant (as such Order may be amended, $(i)$ restated or varied from time to time, the "Initial Order");

• a Plan Filing and Meeting Order (as such Order may be amended, restated or $(ii)$ varied from time to time, the "Meeting Order") pursuant to which, among other things, the Applicant was authorized to file a plan of compromise and arrangement and to convene a meeting of affected creditors to consider and vote on the plan of compromise and arrangement, as may be amended, restated, modified or supplemented from time to time; and

• a Claims Procedure Order (as such Order may be amended, restated or varied $(iii)$ from time to time, the "Claims Procedure Order"), which, among other things, established the procedures by which claims of affected creditors shall be filed in these proceedings.

• This Amended and Restated Plan of Compromise and Arrangement will be filed on February 6, $(C)$ 2014 with the consent of the Majority Consenting Noteholders (as hereinafter defined).
• Mineração Serras Do Oeste Ltda. ("MSOL"), Mineração Turmalina Ltda. ("MTL"), and MCT $(D)$ Mineração Ltda. ("MCT"), each incorporated under the laws of Brazil, are wholly-owned subsidiaries of Jaguar and are not applicants in the CCAA Proceedings.
• The purpose of this Plan is to facilitate the continuation of the business of the Jaguar Group (as $(E)$ hereinafter defined) as a going concern, address certain liabilities of the Applicant, and effect a recapitalization and financing transaction on an expedited basis to provide a stronger financial foundation for the Jaguar Group going forward and additional liquidity to allow the Jaguar Group to continue to work towards its operational and financial goals from and after the Implementation Date in the expectation that all Persons (as hereinafter defined) with an economic interest in the Jaguar Group will derive a greater benefit from the implementation of this Plan than would otherwise result.

NOW THEREFORE the Applicant hereby proposes and presents this Plan under the CCAA.

ARTICLE 1 - INTERPRETATION

$1.1$ Definitions

In this Plan and the Recitals, unless otherwise stated or unless the subject matter or context otherwise requires:

"4.5% Convertible Note Indenture" means the Indenture dated as of September 15, 2009 among Jaguar, as issuer, The Bank of New York Mellon as trustee and BNY Trust Company of Canada as cotrustee pursuant to which Jaguar issued the 4.5% convertible notes;

"5.5% Convertible Note Indenture" means the Indenture dated as of February 9, 2011 among Jaguar as issuer. The Bank of New York Mellon as trustee and BNY Trust Company of Canada as co-trustee pursuant to which Jaguar issued the 5.5% convertible notes;

"Accrued Interest Claim" means, with respect to a particular Participating Eligible Investor or Funding Backstop Party, all unpaid interest accrued under the Notes at the applicable rate under the Indentures owing as at the Record Date to such Participating Eligible Investor or Funding Backstop Party;

"Accrued Interest Claims" means the aggregate of all unpaid interest accrued under the Notes at the applicable rate under the Indentures owing as at the Record Date to the Participating Eligible Investors and Funding Backstop Parties;

"Accrued Interest Offering Shares" means 9,044,203 New Common Shares;

"Ad Hoc Committee" means the ad hoc committee of Noteholders represented by the Advisors;

"Administration Charge" has the meaning given to that term in the Initial Order;

"Advisors" means Goodmans LLP, Houlihan Lokey Capital, Inc., Dias Carneiro Advogados, Behre Dolbear & Company (USA), Inc. and Stroock & Stroock & Lavan LLP;

"Affected Creditor Class" has the meaning given to that term in Section 3.1;

"Affected Unsecured Claims" means all Claims against the Applicant that are not Equity Claims;

"Affected Unsecured Creditor" means the holder of an Affected Unsecured Claim in respect of and to the extent of such Affected Unsecured Claim;

"Agreed Excluded Director/Officer Litigation Claims" means any claims against a Director and/or Officer that the Majority Consenting Noteholders and the Applicant have agreed, prior to the Implementation Date, and as set out on Schedule "A" hereto, will constitute Excluded Claims for the purposes of this Plan;

"Agreed Excluded Jaguar Litigation Claims" means any claims against Jaguar that the Majority Consenting Noteholders and the Applicant have agreed, prior to the Implementation Date, and as set out on Schedule "B" hereto, will constitute Excluded Claims for the purposes of this Plan;

"Agreed Excluded Litigation" means any proceeding commenced by any Agreed Excluded Litigation Claimant in respect of any Agreed Excluded Litigation Claims, subject to the terms of this Plan;

"Agreed Excluded Litigation Claimants" means any Persons and, if applicable, each of their respective parents, subsidiaries, associated, affiliated and related companies, corporations and Persons, and each of their directors, officers, employees, agents, affiliates, and trustees, that have asserted an Agreed Excluded Director/Officer Litigation Claim and/or an Agreed Excluded Jaguar Litigation Claim, as agreed to by the Majority Consenting Noteholders and the Applicant prior to the Implementation Date and as set out on Schedule "C" hereto;

"Agreed Excluded Litigation Claims" means, collectively, the Agreed Excluded Jaguar Litigation Claims and the Agreed Excluded Director/Officer Litigation Claims;

"Allowed" means, with respect to a Claim, any Claim or any portion thereof that has been finally allowed as a Distribution Claim (as defined in the Claims Procedure Order) for purposes of receiving distributions under this Plan in accordance with the Claims Procedure Order and the CCAA:

"Applicable Law" means, with respect to any Person, property, transaction, event or other matter, any Law relating or applicable to such Person, property, transaction, event or other matter, including, where appropriate, any interpretation of the Law (or any part) by any Person, court or tribunal having jurisdiction over it, or charged with its administration or interpretation;

"Applicant" has the meaning given to that term in Recital A;

"Articles of Reorganization" means the Articles of Reorganization of Jaguar to be filed pursuant to Section 186 of the OBCA and in accordance with Section 7.4(a) hereof, in form and substance satisfactory to Jaguar and the Majority Consenting Noteholders;

"Assumed Backstop Commitment" means, in the event of a Backstop Default/Termination, if any, a Backstop Commitment, or a portion thereof, assumed by an Assuming Backstop Party from a Defaulting Backstop Party, Objecting Backstop Party, Breaching Backstop Party or Non-Delivering Backstop Party, as applicable, in accordance with the terms and conditions of this Plan and the Backstop Agreement;

"Assuming Backstop Party" means, in the event of a Backstop Default/Termination, if any, a Non-Defaulting Backstop Party. Non-Objecting Backstop Party, Non-Breaching/Non-Delivering Backstop Party, or such other party acceptable to the Backstop Parties and Jaguar in each case in accordance with the Backstop Agreement, that executes a Backstop Consent Agreement and that has assumed the obligations (and rights), or a portion thereof, of a Defaulting Backstop Party, Objecting Backstop Party, Breaching Backstop Party or Non-Delivering Backstop Party, as applicable, under the Backstop Agreement, in accordance with the terms and conditions of this Plan and the Backstop Agreement. For greater certainty, any Assuming Backstop Party that has complied with its obligations under this Plan and the Backstop Agreement shall constitute and be treated as a Funding Backstop Party for purposes of this Plan:

"Backstop Agreement" means the backstop agreement dated November 13, 2013 (as amended from time to time) between certain Noteholders, Jaguar, MCT, MSOL and MTL, together with any Backstop Consent Agreements executed by other parties from time to time.

"Backstop Commitment" means, in respect of each Backstop Party, the commitment set forth on such Backstop Party's signature page to the Backstop Agreement or a Backstop Consent Agreement, as applicable, which commitment may be reduced in accordance with and subject to the terms and conditions of the Backstop Agreement and this Plan;

"Backstop Commitment Reduction Election" has the meaning given to such term in Section 4.1(c);

"Backstop Commitment Shares" means 11,111,111 New Common Shares;

"Backstop Consent Agreement" means an agreement substantially in the form of Schedule B to the Backstop Agreement;

"Backstop Consideration Commitment" means, in respect of each Backstop Party, the commitment set forth on such Backstop Party's signature page to the Backstop Agreement or a Backstop Consent Agreement, as applicable, which commitment, for greater certainty, shall not be reduced as a result of a Backstop Commitment Reduction Election;

"Backstop Default/Termination" means any of the following: (a) a breach by a Breaching Backstop Party under section 10(b)(i) or (ii) of the Backstop Agreement in respect of which the Backstop Agreement has been terminated with respect to such Breaching Backstop Party in accordance with its terms; (b) a failure by a Defaulting Backstop Party to meet its obligations in respect of its Backstop Commitment on or before the Backstop Funding Deadline; (c) a failure by a Non-Delivering Backstop Party to deliver an executed Rep Letter to Jaguar by the Election Deadline or if a representation or warranty made in such Rep Letter becomes untrue; and (d) the termination by an Objecting Backstop Party of its obligations under the Backstop Agreement in accordance with section 8(c) thereof;

"Backstop Funding Deadline" has the meaning given to such term in Section 4.1(g);

"Backstop Parties" means those Noteholders that have entered into the Backstop Agreement (including a Backstop Consent Agreement), and a "Backstop Party" means any one of the Backstop Parties, and their permitted assignees;

"Backstop Payment Amount" has the meaning given to such term in Section 4.1(f);

"Backstop Purchase Obligation" means the obligation of a Backstop Party to purchase Backstopped Shares in accordance with the terms and conditions of the Backstop Agreement and this Plan;

"Backstopped Shares" has the meaning given to such term in Section 4.1(f);

"Beneficial Noteholder" means a beneficial or entitlement holder of Notes holding such Notes in a securities account with a depository, a depository participant or other securities intermediary including, for greater certainty, such depository participant or other securities intermediary only if and to the extent such depository participant or other securities intermediary holds the Notes as a principal for its own account;

"Bradesco" means Banco Bradesco S.A.;

"Breaching Backstop Party" means a Backstop Party that has breached the Backstop Agreement under section 10(b)(i) or (ii) thereof and in respect of whom the Backstop Agreement has been terminated in accordance with its terms:

"Business Day" means any day, other than a Saturday, or a Sunday or a statutory or civic holiday, on which banks are generally open for business in Toronto, Ontario and New York, New York;

"CCAA Proceedings" means the proceedings commenced by the Applicant under the CCAA as contemplated by the Initial Order;

"CRA Claim" means the claim as described in the proof of claim, dated January 21, 2014, filed by Canada Revenue Agency in the CCAA Proceedings in the amount of \$5,969.13;

"Charges" has the meaning ascribed thereto in the Initial Order;

"Claim" means:

• any right or claim, including any Tax Claim, of any Person that may be asserted or made j. in whole or in part against the Applicant, in any capacity, whether or not asserted or made, in connection with any indebtedness, liability or obligation of any kind whatsoever of the Applicant, and any interest accrued thereon or costs payable in respect thereof, in existence on the Filing Date, or which is based on an event, fact, act or omission which occurred in whole or in part prior to the Filing Date, whether at law or in equity, including by reason of the commission of a tort (intentional or unintentional), by reason of any breach of contract or other agreement (oral or written), by reason of any breach of duty (including, any legal, statutory, equitable or fiduciary duty) or by reason of any equity interest, right of ownership of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim arising from or caused by the termination, disclaimer, resiliation, assignment or repudiation by the Applicant of any contract. lease or other agreement, whether written or oral, any claim made or asserted against the Applicant through any affiliate, subsidiary, associated or related person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative tribunal), cause or chose in action, whether existing at present or commenced in the future, and including any other claims that would have been claims provable in bankruptcy had the Applicant become bankrupt on the Filing Date, including for greater certainty any Equity Claim and any claim against the Applicant for indemnification by Director or Officer in respect of a Director/Officer Claim but excluding any such indemnification claims covered by the Directors' Charge (each, a "Pre-filing Claim", and collectively, the "Pre-filing Claims");
• any right or claim of any Person against the Applicant in connection with any ii. indebtedness, liability or obligation of any kind whatsoever owed by the Applicant to such Person arising out of the restructuring, disclaimer, resiliation, termination or breach by the Applicant on or after the Filing Date of any contract, lease or other agreement whether written or oral (each, a "Restructuring Period Claim", and collectively, the "Restructuring Period Claims"); and
• any right or claim of any Person against one or more of the Directors or Officers iii. howsoever arising, whether or not such right or claim is reduced to judgment, liquidated,

unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present, future, known, or unknown, by quarantee, surety or otherwise, and whether or not such right is executory or anticipatory in nature, including the right or ability of any Person to advance a claim for contribution or indemnity or otherwise with respect to any matter, action, cause or chose in action, whether existing at present or commenced in the future, including any right of contribution or indemnity, for which any Director or Officer is alleged to be by statute or otherwise by law liable to pay in his or her capacity as a Director or Officer (each a "Director/Officer Claim", and collectively, the "Director/Officer Claims"),

in each case other than any Excluded Claim;

"Commitment Reduction Electing Backstopper" has the meaning given to such term in Section 4.1(c);

"Common Share Consolidation" has the meaning given to such term in Section 7.4(a);

"Common Shares" means the common shares in the capital of Jaguar that are duly issued and outstanding at any time;

"Consenting Noteholder" means any Noteholder that has executed the Support Agreement (including a consent agreement substantially in the form of Schedule C thereto), in respect of whom the Support Agreement has not been terminated;

"Consolidation Number" means the quotient (to five decimal places) determined by dividing the number of Existing Shares by 1,000,000, which as of the date of this Plan is 86.39636.

"Continuing Other Director/Officer Claims" means Director/Officer Claims against the Other Directors and/or Officers;

"Court" has the meaning given to that term in Recital B;

"Credit Agreement" means the credit agreement made as of December 17, 2012 between Jaguar, as borrower, the Subsidiaries, as guarantors, and Global Resource Fund, as lender.

"Creditor" means any Person having a Claim and includes without limitation the transferee or assignee of a Claim transferred and recognized as a Creditor in accordance with the Claims Procedure Order or a trustee, executor, liquidator, receiver, receiver and manager, or other Person acting on behalf of or through such Person;

"Crown" means Her Majesty in right of Canada or a province of Canada;

"Crown Claim" means any Claim of the Crown, for all amounts that were outstanding at the Filing Date and are of a kind that could be subject to a demand under:

• subsection 224(1.2) of the ITA; i.
• any provision of the Canada Pension Plan or of the Employment Insurance Act that refers ii. to subsection 224(1.2) of the ITA and provides for the collection of a contribution, as defined in the Canada Pension Plan, or an employee's premium, or employer's premium, as defined in the Employment Insurance Act, and of any related interest, penalties or other amounts:

• any provision of provincial legislation that has a similar purpose to subsection 224(1.2) of iii. the ITA, or that refers to that subsection, to the extent that it provides for the collection of a sum, and of any related interest, penalties or other amounts, where the sum:

• a. has been withheld or deducted by a person from a payment to another person and is in respect of a tax similar in nature to the income tax imposed on individuals under the ITA: or

• b. is of the same nature as a contribution under the Canada Pension Plan if the province is a "province providing a comprehensive pension plan" as defined in subsection 3(1) of the Canada Pension Plan and the provincial legislation establishes a "provincial pension plan" as defined in that subsection.

"Defaulting Backstop Party" means a Backstop Party that has failed to meet its obligations in respect of its Backstop Commitment on or before the Backstop Funding Deadline:

"Designated Offshore Securities Market" has the meaning given to that term in Rule 902 of Regulation S.

"Direct Registration System Advice" means, if applicable, a statement delivered by the Transfer Agent or any such Person's agent to any Person entitled to receive New Common Shares pursuant to the Plan indicating the number of New Common Shares registered in the name of or as directed by the applicable Person in a direct registration account administered by the Transfer Agent in which those Persons entitled to receive New Common Shares pursuant to the Plan will hold such New Common Shares in registered form and including, if applicable, a securities law legend;

"Director" means anyone who is or was, or may be deemed to be or have been, whether by statute, operation of law or otherwise, a director or de facto director of Jaguar;

"Director Defence Costs Indemnity Claim" means any existing or future right of any current director (as at the date of this Plan) of Jaguar who is a defendant to any Agreed Excluded Director/Officer Litigation Claims against Jaquar for indemnification of reasonable defence costs incurred by such current director of Jaguar (whether or not a director of Jaguar at the time such claim for indemnification is made) in connection with defending against such Agreed Excluded Director/Officer Litigation Claims solely to the extent that such defence costs are not covered by insurance and for which such Director or Officer of Jaquar is entitled to be indemnified by Jaquar;

"Director/Officer Claim" has the meaning given to that term in the definition of Claim;

"Director/Officer Indemnity Claim" means any existing or future right of any Director or Officer of Jaguar against Jaguar that arose or arises as a result of (i) any Person filing a Proof of Claim (as defined in the Claims Procedure Order) in respect of a Director/Officer Claim in respect of such Director or Officer of Jaquar or (ii) any Agreed Excluded Litigation Claims and/or any Agreed Excluded Litigation, in each case for which such Director or Officer of Jaguar is entitled to be indemnified by Jaguar, other than a Director Defence Costs Indemnity Claim;

"Director/Officer Insurance Policy" means any insurance policy pursuant to which any Director or Officer is insured, in his or her capacity as a Director or Officer;

"Directors' Charge" has the meaning given to that term in the Initial Order;

"Disputed Distribution Claim" means an Affected Unsecured Claim (including a contingent Affected Unsecured Claim which may crystallize upon the occurrence of an event or events occurring after the Filing Date) or such portion thereof which has not been allowed as a Distribution Claim (as defined in the Claims Procedure Order), which is validly disputed for distribution purposes in accordance with the Claims Procedure Order and which remains subject to adjudication for distribution purposes in accordance with the Claims Procedure Order:

"Disputed Distribution Claims Reserve" means the reserve, if any, to be established by the Applicant on the Implementation Date, which shall be comprised of the Unsecured Creditor Common Shares that would have been delivered in respect of Disputed Distribution Claims if such Disputed Distribution Claims had been Allowed Claims as of such date;

"Disputed Voting Claim" means an Affected Unsecured Claim (including a contingent Affected Unsecured Claim which may crystallize upon the occurrence of an event or events occurring after the Filing Date) or such portion thereof which has not been allowed as a Voting Claim, which is validly disputed for voting purposes in accordance with the Claims Procedure Order and which remains subject to adjudication for voting purposes in accordance with the Claims Procedure Order;

"Distribution Claim" means the amount of the Affected Unsecured Claim of an Affected Unsecured Creditor against the Applicant as finally accepted and determined for distribution purposes in accordance with this Claims Procedure Order and the CCAA;

"Distribution Record Date" means the Business Day immediately before the Implementation Date;

"DSU Plan" means the Deferred Share Unit Plan for non-executive directors adopted in November of 2008 by Jaguar, as amended from time to time;

"DSU/RSU/SAR Notice" means a notice delivered by Goodmans to Jaguar prior to the date scheduled for the hearing of the motion for the Sanction Order, if, in satisfaction of Section 12.3(g) hereof, Jaguar and the Majority Consenting Noteholders have agreed to terminate the DSU Plan, the RSU Plan, and/or the SAR Plan;

"DTC" means The Depository Trust Company, or any successor thereof;

"Early Consent Deadline" means November 26, 2013 (or such other date as the Applicant, the Monitor and the Majority Consenting Noteholders may agree);

"Early Consent Shares" means 5,000,000 New Common Shares;

"Early Consenting Noteholder" means any Noteholder that has executed the Support Agreement (including a consent agreement substantially in the form of Schedule C thereto) on or before the Early Consent Deadline and in respect of whom the Support Agreement has not been terminated;

"Election Deadline" means 5:00 p.m. on the second Business Day before the Meeting (or such other time or date as the Applicant and the Majority Consenting Noteholders may agree);

"Election Form" has the meaning given to that term in Section 4.1(b);

"Electing Eligible Investor" means an Eligible Investor who has completed and submitted an Election Form on or prior to the Election Deadline to participate in the Share Offering in accordance with the Meeting Order, provided that an Electing Eligible Investor that irrevocably elects under Section 4.1(b) to participate in the Share Offering and subscribes for such number of Offering Shares that is less than such Eligible Investor's Pro Rata Share of all Offering Shares offered pursuant to the Share Offering shall be deemed to be an Electing Eligible Investor only in respect of such lesser amount, and shall not be treated as an Electing Eligible Investor in respect of the balance;

"Electing Eligible Investor Funding Amount" has the meaning given to that term in Section 4.1(d);

"Electing Eligible Investor Funding Deadline" has the meaning given to that term in Section 4.1(e);

"Eligible Investor" means a person that: (i) is a Noteholder as at the Subscription Record Date; and (ii) has delivered an executed Rep Letter to Jaguar on or before the Election Deadline and the information set forth in such Rep Letter is true and correct as of the Implementation Date, and such person's permitted assignees:

"Eligible Voting Creditors" means Affected Unsecured Creditors holding Voting Claims or Disputed Voting Claims:

"Employee Priority Claims" means the following claims of Jaguar's employees and former employees:

• claims equal to the amounts that such employees and former employees would have i. been qualified to receive under paragraph 136(I)(d) of the Bankruptcy and Insolvency Act (Canada) if Jaquar had become bankrupt on the Filing Date; and
• claims for wages, salaries, commissions or compensation for services rendered by them ii. after the Filing Date and on or before the date of the Sanction Order, together with, in the case of travelling salespersons, disbursements properly incurred by them in and about Jaguar's business during the same period.

"Equity Claim" has the meaning set forth in section 2(1) of the CCAA;

"Escrow Agent" means an independent third party escrow agent agreed to by Jaguar and the Majority Backstop Parties, in each case acting reasonably;

"Escrow Agreement" means the escrow agreement entered into by the Escrow Agent, Jaguar and the applicable Participating Eligible Investors and Funding Backstop Parties in connection with the Share Offering:

"Excluded Claim" means

• any claims secured by any of the Charges; i.
• ii. any Section 5.1(2) Director/Officer Claims;
• any claims that cannot be compromised pursuant to subsection 19(2) of the CCAA, iii. provided that no claims that have been or may be asserted by any Agreed Excluded Litigation Claimant shall constitute claims that cannot be compromised pursuant to subsection 19(2) of the CCAA for purposes of this Plan;
• any claims of the Subsidiaries against the Applicant; iv.
• $V_{\rm{H}}$ any Secured Claims;
• vi. any Employee Priority Claims against the Applicant;
• vii. any Crown Claims against the Applicant;
• the Trustees' claims under Section 6.07 of the 4.5% Convertible Note Indenture and the viii. 5.5% Convertible Note Indenture, if any;
• ix. any Post-Filing Claims;
• any claims of Persons who, at the Filing Date, are senior officers or employees of the $\mathsf{x}$ . Applicant, in respect of their employment arrangements or any termination of such arrangements;

• xi. the Renvest Claim;

• the Agreed Excluded Director/Officer Litigation Claims; xii.

• xiii. the Agreed Excluded Jaquar Litigation Claims; and
• the CRA Claim. xiv.

"Excluded Creditor" means a Person who has an Excluded Claim, but only in respect of and to the extent of such Excluded Claim:

"Existing Equity Holders" means, collectively, the Existing Shareholders and, as context requires, the Registered Holders or beneficial holders of Existing Share Options and the Registered Holders or beneficial holders of Rights, in their capacities as such;

"Existing Shareholders" means, as context requires, Registered Holders or beneficial holders of the Existing Shares, in their capacities as such;

"Existing Share Options" means all rights, options, warrants and other securities (other than the Notes) convertible or exchangeable into equity securities of Jaguar;

"Existing Shares" means all common shares of Jaguar that are issued and outstanding at the applicable time prior to the Implementation Time;

"Filing Date" means December 23, 2013;

"Funding Backstop Party" means a Backstop Party (i) in respect of whom the Backstop Agreement has not been terminated and (ii) unless such Backstop Party's Backstop Commitment has been reduced to zero in accordance with the Backstop Agreement and this Plan, who has deposited in escrow with the Escrow Agent either (a) its Backstop Payment Amount in full in cash; or (b) a qualified letter of credit in the full amount of its Backstop Payment Amount, in each case by the Backstop Funding Deadline and in accordance with the Backstop Agreement and Section 4.1(g) of this Plan;

"Governmental Entity" means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

"Implementation Date" means the Business Day on which this Plan becomes effective, which shall be the Business Day on which the Monitor has filed with the Court the certificate contemplated in Section 12.6 hereof, or such other date as the Applicant, the Monitor and the Majority Consenting Noteholders may agree;

"Implementation Time" means 12:01 a.m. on the Implementation Date (or such other time as the Applicant, the Monitor and the Majority Consenting Noteholders may agree);

"Indentures" means the 4.5% Convertible Note Indenture and the 5.5% Convertible Note Indenture;

"Initial Order" has the meaning given to that term in Recital B;

"ITA" means the Income Tax Act, R.S.C. 1985, c.1 (5^th Supp.);

"Itaú BBA" means Banco Itaú BBA S.A.;

"Jaguar Group" means, collectively, Jaguar, MSOL, MCT, MTL.;

"Jaguar Insurance Policy" means any insurance policy pursuant to which Jaguar is insured and any Director or Officer is insured, in his or her capacity as a Director or Officer;

"Law" means any law, statute, order, decree, consent decree, judgment, rule regulation, ordinance or other pronouncement having the effect of law whether in Canada, the United States, Brazil or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Governmental Entity;

"Letter of Transmittal" means a letter of transmittal to be used by Registered Holders of Existing Shares to obtain replacement share certificates reflecting the Common Share Consolidation;

"Majority Backstop Parties" means the Backstop Parties (other than Defaulting Backstop Parties) having at least 66^2/3 % of the aggregate Backstop Commitment of the Backstop Parties (other than Defaulting Backstop Parties) at the time that a consent, approval, waiver or agreement is sought pursuant to the terms of this Plan:

"Maiority Consenting Noteholders" means Consenting Noteholders holding at least a majority of the aggregate principal amount of all Notes held by all Consenting Noteholders at the time that a consent, approval, waiver or agreement is sought pursuant to the terms of this Plan;

"MCT" has the meaning given to that term in Recital C;

"MSOL" has the meaning given to that term in Recital C;

"MTL" has the meaning given to that term in Recital C;

"Meeting" means a meeting of the Affected Unsecured Creditors called for the purpose of considering and voting in respect of this Plan;

"Monitor" means FTI Consulting Canada Inc., in its capacity as Court-appointed Monitor of Jaguar in the CCAA Proceedings:

"Named Directors and Officers" means the current directors and officers of Jaguar and such other directors and officers as agreed to by the Majority Consenting Noteholders prior to the Meeting;

"New Board" means the board of directors in place from and after the Implementation Date, the composition and size of which shall be satisfactory to the Majority Backstop Parties, subject to applicable Law:

"New Common Shares" means the 110,111,111 Common Shares to be issued by Jaguar on the Implementation Date in accordance with the steps set out in Section 7.4;

"Non-Breaching/Non-Delivering Backstop Parties" means those Backstop Parties that are neither Breaching Backstop Parties nor Non-Delivering Backstop Parties;

"Non-Defaulting Backstop Parties" means those Backstop Parties that are not Defaulting Backstop Parties:

"Non-Delivering Backstop Party" means a Backstop Party (who is not otherwise an Objecting Backstop Party) that has not delivered an executed Rep Letter to Jaguar by the Election Deadline or for whom a representation or warranty made in such Rep Letter becomes untrue;

"Non-Objecting Backstop Parties" means those Backstop Parties that are not Objecting Backstop Parties:

"Non-Released Director/Officer Claims" means Director/Officer Claims against the Directors and Officers of Jaquar in respect of which such Director or Officer has been adjudged by the express terms of a judgment rendered on a final determination on the merits to have committed fraud or wilful misconduct, but excluding any claims that have been or may be asserted by any Agreed Excluded Litigation Claimants:

"Noteholder Released Claim" means the matters that are subject to release and discharge pursuant to Section 11.1(c);

"Noteholder Released Party" has the meaning given to that term in Section 11.1(c);

"Noteholder Voting Record Date" means December 19, 2013;

"Noteholders" means, as the context requires, the Registered Holders or beneficial holders of the Notes, in their capacities as such;

"Noteholders Allowed Claim" means all principal amounts outstanding and all accrued interest under the Notes as at the applicable record date under this Plan as determined in accordance with the Claims Procedure Order for purposes of voting on, and receiving distributions under, this Plan;

"Noteholder's Allowed Claim" means, in respect of a particular Noteholder, all principal amounts outstanding and accrued interest under the Notes owing to such Noteholder as at the applicable record date under this Plan as determined in accordance with the Claims Procedure Order for purposes of voting on, and receiving distributions under, this Plan;

"Notes" means, collectively, the notes issued by Jaguar under and pursuant to the Indentures:

"Objecting Backstop Party" means a Backstop Party that has terminated its obligations under the Backstop Agreement in accordance with section 8(c) thereof;

"Offering Shares" means the 70,955,797 New Common Shares to be issued by Jaguar pursuant to the Share Offering:

"Offered Shares" means, collectively, the Offering Shares (including the Backstopped Shares), the Accrued Interest Offering Shares, and the Backstop Commitment Shares:

"Officer" means anyone who is or was, or may be deemed to be or have been, whether by statute, operation of law or otherwise, an officer or de facto officer of Jaguar;

"Order" means any order of the Court in the CCAA Proceedings;

"Other Directors and/or Officers" means any Directors and/or Officers other than the Named Directors and Officers:

"Outside Date" means February 28, 2014 (or such other date as the Applicant and the Majority Consenting Noteholders may agree);

"Participant Holder" has the meaning ascribed thereto in the Meeting Order;

"Participating Eligible Investor" has the meaning given to that term in Section 4.1(h);

"Participating Eligible Investor Shares" has the meaning given to that term in Section 4.1(h);

"Party" means a party to the Support Agreement and/or to the Backstop Agreement, and any reference to a Party includes its successors and permitted assigns; and "Parties" means every Party;

"Person" is to be broadly interpreted and includes any individual, firm, corporation, limited or unlimited liability company, general or limited partnership, association, trust, unincorporated organization, joint venture. Government Entity or any agency, officer or instrumentality thereof or any other entity, wherever situate or domiciled, and whether or not having legal status;

"Plan" means this Amended and Restated Plan of Compromise and Arrangement and any amendments. modifications or supplements hereto made in accordance with the terms hereof or made at the direction of the Court in the Sanction Order or otherwise with the consent of Jaguar and the Majority Consenting Noteholders, each acting reasonably;

"Plan Resolution" means the resolution of the Affected Unsecured Creditors relating to this Plan considered at the Meeting;

"Post-Filing Claim" means any claims against the Applicant that arose from the provision of authorized goods and services provided or otherwise incurred on or after the Filing Date in the ordinary course of business, but specifically excluding any Restructuring Period Claim;

"Pre-filing Claim" has the meaning given to that term in the definition of Claim;

"Pro Rata Share" means:

• in respect of Unsecured Creditor Common Shares, the percentage that an Affected $(a)$ Unsecured Creditor's Allowed Affected Unsecured Claim calculated as at the Record Date bears to the aggregate of all Allowed Affected Unsecured Claims calculated as at the Record Date and all Disputed Distribution Claims calculated as at the Record Date;
• in respect of the Early Consent Shares, the percentage that an Early Consenting $(b)$ Noteholder's Noteholder's Allowed Claim calculated as at the Record Date bears to the aggregate of all Early Consenting Noteholders' Noteholder's Allowed Claims calculated as at the Record Date;
• in respect of the Subscription Privilege, the percentage that an Eligible Investor's $(c)$ Noteholder's Allowed Claim calculated as at the Record Date bears to the Noteholders Allowed Claim calculated as at the Record Date, subject to adjustment pursuant to Section 5.2(c) hereof:
• in respect of the Accrued Interest Offering Shares, the percentage that a Participating $(d)$ Eligible Investor's Accrued Interest Claim or a Funding Backstop Party's Accrued Interest Claim (without duplication), as applicable, bears to the aggregate of all Accrued Interest Claims:
• in respect of the Backstop Commitment Shares, the percentage that a Funding Backstop $(e)$ Party's Backstop Consideration Commitment bears to the aggregate of all Funding Backstop Parties' Backstop Consideration Commitments; and
• in respect of the Backstopped Shares, the percentage that a Backstop Party's Backstop $(f)$ Commitment bears to the aggregate of all Backstop Commitments.

"Record Date" means December 31, 2013;

"Registered Holder" means (i) in respect of the Notes, the holder of such Notes as recorded on the books and records of the Trustees, (ii) in respect of the Existing Shares, the holder of such Existing Shares as recorded on the share register maintained by the Transfer Agent, and (iii) in respect of the Existing Share Options, the holder of such Existing Share Options as recorded on the books and records of Jaquar;

"Regulation S" means Regulation S as promulgated by the US Securities Commission under the US Securities Act;

"Released Claims" means the matters that are subject to release and discharge pursuant to Section $11.1(a)$ and (b) hereof:

"Released Party" has the meaning given to that term in Section 11.1(b);

"Renvest Claim" means any claim for amounts owing by the Applicant to Global Resource Fund, pursuant to the Credit Agreement or pursuant to any Credit Document (as such term is defined in the Credit Agreement).

"Rep Letter" means a letter from a Noteholder, or an Assuming Backstop Party who is not a Noteholder. or an Affected Unsecured Creditor with an Allowed Affected Unsecured Claim who is not a Noteholder, if applicable in accordance with Section 5.2(c) hereof, to Jaquar containing representations and warranties relating to such Person's eligibility to acquire the Offering Shares (including the Backstopped Shares), Accrued Interest Offering Shares, or Backstop Commitment Shares under US Securities Laws, in a form acceptable to such Person and Jaquar, each acting reasonably;

"Required Majority" means a majority in number of Affected Unsecured Creditors representing at least two thirds in value of the Voting Claims of Affected Unsecured Creditors who are entitled to vote at the Meeting in accordance with the Meeting Order and who are present and voting in person or by proxy on the Plan Resolution at the Meeting:

"Restructuring Period Claim" has the meaning given to that term in the definition of Claim;

"Rights" means the rights issued pursuant to the Shareholder Rights Plan;

"RSU Plan" means the restricted share unit plan for senior officers, employees and consultants adopted in November of 2008 by Jaquar, as amended from time to time;

"SAR Plan" means the Fourth Amended and Restated Share Appreciation Rights Plan of Jaguar, effective as of October 4, 2013:

"Sanction Order" means the Order of the Court sanctioning and approving this Plan pursuant to section 6(1) of the CCAA, which shall include such terms as may be necessary or appropriate to (i) give effect to this Plan, in form and substance satisfactory to the Applicant and the Majority Consenting Noteholders, each acting reasonably, and (ii) allow Jaguar to rely on the exemption from registration set forth in section 3(a)(10) of the US Securities Act;

"Section 5.1(2) Director/Officer Claim" means any claim against any Director and/or Officer that is not permitted to be compromised pursuant to section 5.1(2) of the CCAA, but only to the extent not so permitted, provided that any Director/Officer Claim that qualifies as a Non-Released Director/Officer Claim shall not constitute a Section 5.1(2) Director/Officer Claim for the purposes of Section 11.1(a) hereof; and provided further that no claims that have been or may be asserted by any Agreed Excluded Litigation Claimant shall constitute Section 5.1(2) Director/Officer Claims for the purposes of this Plan;

"Secured Claims" means that portion of a Claim that is (i) secured by security validly charging or encumbering property or assets of the Applicant (including statutory and possessory liens that create security interests) but only up to the value of such collateral, and (ii) duly and properly perfected in accordance with the relevant legislation in the appropriate jurisdiction as of the Filing Date;

"Share Offering" means the offering by Jaguar of Offering Shares at the Subscription Price in accordance with this Plan;

"Shareholder Rights Plan" means the Shareholder Rights Plan Agreement dated May 2, 2013 between Jaguar Mining Inc. and Computershare Investor Services Inc. as Rights Agent;

"Solicitation/Election Agent" means Globic Advisors Inc., or any successor solicitation or election agent;

"Stock Option Plan" means the stock option plan of Jaguar in effect as of the Filing Date;

"Subscription Price" means \$0.7047 per Offering Share;

"Subscription Privilege" means the right of an Eligible Investor to participate in the Share Offering by electing, in accordance with the provisions of this Plan, to subscribe for and purchase from Jaguar up to its Pro Rata Share of Offering Shares under the Share Offering;

"Subscription Record Date" means December 19, 2013;

"Subsidiaries" means, collectively, MTL, MSOL and MCT, and "Subsidiary" means any one of the Subsidiaries:

"Support Agreement" means the Support Agreement made November 13, 2013 (as amended from time to time) between Jaguar, the Subsidiaries and the Noteholders party thereto, together with any consent agreements executed by other Noteholders from time to time, substantially in the form of Schedule C thereto:

"Tax" or "Taxes" means any and all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever, including all interest, penalties, fines, additions to tax or other additional amounts in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada, Quebec and other government pension plan premiums or contributions:

"Tax Claim" means any Claim against the Applicant for any Taxes in respect of any taxation year or period:

"Transfer Agent" means Computershare Investor Services Inc.;

"Trustees" means The Bank of New York Mellon, as trustee, and BNY Trust Company of Canada, as cotrustee, under each of the Indentures;

"TSX" means Toronto Stock Exchange;

"TSXV" means TSX Venture Exchange;

"Undeliverable Distribution" has the meaning given to that term in Section 8.3;

"Unsecured Creditor Common Shares" means 14,000,000 New Common Shares;

"US Dollars" or "US\$" means the lawful currency of the United States of America;

"US Securities Act" means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder, or any successor statute;

"US Securities Commission" means the United States Securities and Exchange Commission;

"US Securities Laws" means, collectively, the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), the US Securities Act. as amended, the United States Securities Exchange Act of 1934, as amended, the rules and regulations of the US Securities Commission, the auditing principles, rules, standards and practices applicable to auditors of "issuers" (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New York Stock Exchange;

"Voting Claim" means the amount of the Affected Unsecured Claim of an Affected Unsecured Creditor against the Applicant as finally accepted and determined for purposes of voting at the Meeting, in accordance with the provisions of the Claims Procedure Order and the CCAA; and

"Voting Deadline" means 10 a.m. on the Business Day prior to the Meeting.

$1.2$ Certain Rules of Interpretation

For the purposes of this Plan:

• Unless otherwise expressly provided herein, any reference in this Plan to an instrument, $(a)$ agreement or an Order or an existing document or exhibit filed or to be filed means such instrument, agreement, Order, document or exhibit as it may have been or may be amended, modified, or supplemented in accordance with its terms;
• The division of this Plan into articles and sections are for convenience of reference only $(b)$ and do not affect the construction or interpretation of this Plan, nor are the descriptive headings of articles and sections intended as complete or accurate descriptions of the content thereof:
• The use of words in the singular or plural, or with a particular gender, including a $(c)$ definition, shall not limit the scope or exclude the application of any provision of this Plan to such Person (or Persons) or circumstances as the context otherwise permits;
• The words "includes" and "including" and similar terms of inclusion shall not, unless $(d)$ expressly modified by the words "only" or "solely", be construed as terms of limitation, but rather shall mean "includes but is not limited to" and "including but not limited to", so that references to included matters shall be regarded as illustrative without being either characterizing or exhaustive;
• Unless otherwise specified, all references to time herein and in any document issued $(e)$ pursuant hereto mean local time in Toronto, Ontario and any reference to an event occurring on a Business Day shall mean prior to 5:00 p.m. on such Business Day;
• Unless otherwise specified, time periods within or following which any payment is to be $(f)$ made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends;
• Unless otherwise provided, any reference to a statute or other enactment of parliament, a $(g)$ legislature or other Governmental Entity includes all regulations made thereunder, all amendments to or re-enactments of such statute or regulations in force from time to time, and, if applicable, any statute or regulation that supplements or supersedes such statute or regulation;
• References to a specific Recital, Article or Section shall, unless something in the subject $(h)$ matter or context is inconsistent therewith, be construed as references to that specific Recital, Article or Section of this Plan, whereas the terms "this Plan". "hereof', "herein". "hereto", "hereunder" and similar expressions shall be deemed to refer generally to this

Plan and not to any particular Recital, Article, Section or other portion of this Plan and include any documents supplemental hereto; and

$(i)$ The word "or" is not exclusive.

$1.3$ Governing Law

This Plan shall be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein. All questions as to the interpretation or application of this Plan and all proceedings taken in connection with this Plan and its provisions shall be subject to the jurisdiction of the Court.

$1.4$ Currency

Unless otherwise stated, all references in this Plan to sums of money are expressed in, and all payments provided for herein shall be made in, US Dollars.

$1.5$ Date for Any Action

If the date on which any action is required to be taken hereunder by a Person is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

$1.6$ Time

Time shall be of the essence in this Plan.

ARTICLE 2- PURPOSE AND EFFECT OF THIS PLAN

$2.1$ Purpose

The purpose of this Plan is to facilitate the continuation of the business of the Jaguar Group as a going concern, address certain liabilities of the Applicant, and effect a recapitalization and financing transaction on an expedited basis to provide a stronger financial foundation for the Jaquar Group going forward and additional liquidity to allow the Jaquar Group to continue to work towards its operational and financial goals from and after the Implementation Date in the expectation that all Persons with an economic interest in the Jaguar Group will derive a greater benefit from the implementation of this Plan than would otherwise result.

$2.2$ Effectiveness

Subject to the satisfaction, completion or waiver (to the extent permitted pursuant to Section 12.4) of the conditions precedent set out herein, this Plan will become effective in the sequence described in Section 7.4 from and after the Implementation Time and shall be binding on and enure to the benefit of the Jaguar Group, the Affected Unsecured Creditors, all Existing Equity Holders, all holders of Equity Claims, the Released Parties, the Noteholder Released Parties and all other Persons as provided for herein, or subject to, this Plan and their respective successors and assigns and their respective heirs, executors, administrators and other legal representatives, successors and assigns.

$2.3$ Persons Not Affected

For greater certainty, except as provided in Sections 11.1(a)(iii), 11.1(b)(i), 11.2, 12.2(c) and 13.1, this Plan does not affect the holders of Excluded Claims to the extent of those Excluded Claims. Nothing in this Plan shall affect the Jaguar Group's rights and defences, both legal and equitable, with respect to any Excluded Claims, including, but not limited to, all rights with respect to legal and equitable defences or

entitlements to set-offs or recoupments against such Excluded Claims. Nothing herein shall constitute a waiver of any right of either the Monitor or the Applicant to dispute the quantum of an Excluded Claim.

ARTICLE 3- CLASSIFICATION, VOTING CLAIMS AND RELATED MATTERS

$3.1$ Classes

For the purposes of considering and voting on the Plan Resolution, there shall be one class of stakeholders, consisting of Affected Unsecured Creditors (the "Affected Creditor Class").

$3.2$ Meeting

• The Meeting shall be held in accordance with this Plan, the Meeting Order and any $(a)$ further Order in the CCAA Proceedings. Subject to the terms of any further Order in the CCAA Proceedings, the only Persons entitled to notice of, to attend or to speak at the Meeting are the Eligible Voting Creditors (or their respective duly appointed proxyholders), representatives of the Monitor, the Applicant, the Consenting Noteholders, all such parties' financial and legal advisors, the Chair (as defined in the Meeting Order), the Secretary (as defined in the Meeting Order) and the Scrutineers (as defined in the Meeting Order). Any other person may be admitted to the Meeting only by invitation of the Applicant or the Chair.
• For the purposes of voting at the Meeting, each Affected Unsecured Creditor (including a $(b)$ Beneficial Noteholder with respect to its Noteholder's Allowed Claim) shall be entitled to one vote as a member of the Affected Creditor Class.
• For the purposes of voting at the Meeting, the Voting Claim of any Beneficial Noteholder $(c)$ shall be deemed to be equal to its Noteholder's Allowed Claim as at the Noteholder Voting Record Date. Registered Holders of Notes, in their capacities as such, will not be entitled to vote at the Meeting.

$3.3$ Required Majority

In order to be approved, this Plan must receive the affirmative vote of the Required Majority of the Affected Creditor Class.

$3.4$ Excluded Claims

Excluded Creditors shall not be entitled to vote or (except as otherwise expressly stated in the Meeting Order) attend in respect of their Excluded Claims at any meeting to consider and approve this Plan.

$3.5$ Existing Equity Holders and Holders of Equity Claims

Existing Equity Holders and holders of Equity Claims shall not be entitled to attend or vote in respect of their Equity Claims at any meeting to consider and approve this Plan.

$3.6$ Crown Claims

All Crown Claims in respect of all amounts that were outstanding at the Filing Date shall be paid in full to the Crown within six months of the Sanction Order, as required by subsection 6(3) of the CCAA.

$3.7$ Payments to Employees

Immediately after the date of the Sanction Order, the Applicant will pay in full all Employee Priority Claims, if any, to its employees and former employees.

ARTICLE 4 - ELECTIONS AND SHARE OFFERING

$4.1$ Participation In Share Offering

• Each Noteholder that is an Eligible Investor shall be entitled to participate in the Share $(a)$ Offering.
• Pursuant to and in accordance with the Meeting Order, there shall be delivered an $(b)$ election form (an "Election Form") to each Participant Holder of the Notes, as of the Subscription Record Date, together with instructions to deliver such Election Form (or copies thereof) to the applicable Beneficial Noteholders to the extent such Participant Holder is not also the Beneficial Noteholder of such Notes. Each Eligible Investor shall have the right, but not the obligation, to irrevocably elect to exercise its Subscription Privilege, with such subscription to be conditioned upon the implementation of this Plan and effective on the Implementation Date in accordance with Section 7.4. In order to exercise its Subscription Privilege, such Eligible Investor shall return, or cause to be returned, the duly executed Election Form (including a Rep Letter) in accordance with the Meeting Order, so that it is received by the Solicitation/Election Agent on or before the Election Deadline.
• An Electing Eligible Investor that is also a Backstop Party may elect, in accordance with $(c)$ the Election Form, to have its Backstop Commitment reduced by the total funds that such Electing Eligible Investor deposits into escrow on or before the Electing Eligible Investor Funding Deadline in respect of Offering Shares that such Electing Eligible Investor subscribes for pursuant to the exercise of all or part of its Subscription Privilege, provided that such Backstop Commitment shall not be reduced below zero (the "Backstop" Commitment Reduction Election", with a Backstop Party so electing being a "Commitment Reduction Electing Backstopper").
• Following the issuance of the Sanction Order, but in any event by 5:00 p.m. on the tenth $(d)$ Business Day prior to the expected Implementation Date, Jaquar shall inform each Electing Eligible Investor of (i) the expected Implementation Date, (ii) the number of Offering Shares that, subject to compliance with the procedures described in this Plan, will be acquired by such Electing Eligible Investor on the Implementation Date pursuant to the Subscription Privilege; and (iii) the amount of funds (in cash) required to be deposited in escrow with the Escrow Agent by such Electing Eligible Investor to purchase such Offering Shares pursuant to the Share Offering (the "Electing Eligible Investor Funding Amount") by the Electing Eligible Investor Funding Deadline.
• Each Electing Eligible Investor must deposit its Electing Eligible Investor Funding Amount $(e)$ in escrow with the Escrow Agent so that it is received by the Escrow Agent by no later than 11:00 a.m. on the seventh Business Day prior to the expected Implementation Date (the "Electing Eligible Investor Funding Deadline"). If an Electing Eligible Investor deposits less than the full amount of its Electing Eligible Investor Funding Amount by the Electing Eligible Investor Funding Deadline, then (i) the funds so deposited by such Electing Eligible Investor shall be returned to such Electing Eligible Investor within five Business Days following the Electing Eligible Investor Funding Deadline; and (ii) such Eligible Investor shall be deemed to have ceased, as of the Electing Eligible Investor Funding Deadline, to be an Electing Eligible Investor and its subscription for Offering Shares pursuant to the Subscription Privilege and right to receive Accrued Interest Offering Shares shall be null and void.
• As soon as practicable but in any event no later than 11:00 a.m. one Business Day after $(f)$ the Electing Eligible Investor Funding Deadline, Jaguar shall inform each Backstop Party (other than a Backstop Party in respect of whom the Backstop Agreement has been

terminated) of (i) the total number of Offering Shares not validly subscribed for pursuant to the Subscription Privilege (the "Backstopped Shares"), (ii) the number of Backstopped Shares to be acquired by such Backstop Party pursuant to its Backstop Commitment, based upon its Pro Rata Share of the Backstopped Shares, and (iii) the amount of funds (by way of cash or a letter of credit) required to be deposited in escrow with the Escrow Agent by such party to purchase such Backstopped Shares (the "Backstop Payment Amount") by the Backstop Funding Deadline.

• Each Backstop Party (other than a Backstop Party in respect of whom the Backstop $(g)$ Agreement has been terminated) shall deliver to the Escrow Agent and the Escrow Agent shall have received, not later than 2:00 p.m. (Toronto time) on the day that is five Business Days prior to the expected Implementation Date (the "Backstop Funding Deadline"), either:
• cash in an amount equal to the full amount of such Backstop Party's Backstop $(i)$ Payment Amount; or
• a letter of credit, in form and substance reasonably satisfactory to Jaguar, having $(ii)$ a face amount equal to such Backstop Party's Backstop Payment Amount, and issued by a financial institution having an equity market capitalization of at least \$10,000,000,000 and a credit rating of at least A+ from Standard & Poor's or A1 from Moody's.

in each case: (1) to be held in escrow in accordance with the Escrow Agreement until all conditions to the Share Offering have been satisfied or waived in accordance with the Backstop Agreement and with irrevocable instructions to use such cash or letter of credit, as applicable, to the extent required to enable such Backstop Party to comply with its Backstop Purchase Obligation; and (2) provided for greater certainty that, if a Backstop Party (A) has exercised all or part of its Subscription Privilege and has paid its Electing Eligible Investor Funding Amount on or before the Electing Eligible Investor Funding Deadline, and (B) is a Commitment Reduction Electing Backstopper whose Backstop Commitment has been reduced to zero, such Backstop Party shall not be required to deliver cash or a letter of credit to the Escrow Agent.

• An Electing Eligible Investor who complies with Section 4.1(e) (the "Participating $(h)$ Eligible Investor") shall participate in the Share Offering and shall be deemed to have subscribed for Offering Shares in an amount equal to the Electing Eligible Investor Funding Amount deposited in escrow with the Escrow Agent by that Participating Eligible Investor in accordance with Section 4.1(e) divided by the Subscription Price (the "Participating Eligible Investor Shares").
• Each Funding Backstop Party shall be deemed to have subscribed for its Pro Rata Share $(i)$ of the Backstopped Shares.
• On or prior to the Implementation Date, Jaguar shall inform: (i) each Participating Eligible $(i)$ Investor of the number of Accrued Interest Offering Shares to be allocated to such Participating Eligible Investor in accordance with section 5.1(b); and (ii) each Funding Backstop Party of the number of Accrued Interest Offering Shares and the number of Backstop Commitment Shares to be allocated to such Funding Backstop Party in accordance with section 5.1(b).
• In the event of a Backstop Default/Termination, provided that the Backstop Agreement $(k)$ remains in full force and effect with respect to other Backstop Parties thereafter, Jaguar shall, in accordance with the Backstop Agreement, provide the applicable Backstop Parties, or such other parties acceptable to the Backstop Parties and Jaguar in accordance with the Backstop Agreement that will execute a Backstop Consent

Agreement, with an opportunity to assume the obligations (and rights) of a Defaulting Backstop Party. Objecting Backstop Party, Breaching Backstop Party or Non-Delivering Backstop Party, as applicable, in each case in accordance with and subject to the terms and conditions of this Plan and the Backstop Agreement. Any Assuming Backstop Party shall comply with its obligations in connection with its Assumed Backstop Commitment and shall be entitled to receive the applicable Offered Shares under this Plan in connection with such Assumed Backstop Commitment, subject to such Assuming Backstop Party having complied with its obligations under this Plan and the Backstop Agreement and such other terms and conditions under this Plan and the Backstop Agreement. For greater certainty, any Assuming Backstop Party that has complied with its obligations under this Plan and the Backstop Agreement shall constitute and be treated as a Funding Backstop Party for purposes of this Plan.

ARTICLE 5 - TREATMENT OF CLAIMS

$5.1$ Treatment of Noteholders

• For the purposes of distributions under this Plan, the Distribution Claim of any Beneficial $(a)$ Noteholder shall be deemed to be equal to its Noteholder's Allowed Claim.
• On the Implementation Date and in accordance with the steps and sequence as set forth $(b)$ in this Plan, each Noteholder shall and shall be deemed to irrevocably and finally exchange its Notes for the following consideration which shall and shall be deemed to be received in full and final settlement of its Notes and its Noteholder's Allowed Claim:
• its Pro Rata Share of the Unsecured Creditor Common Shares; $(i)$
• its Pro Rata Share of the Early Consent Shares, if such Noteholder is an Early $(ii)$ Consenting Noteholder;
• its Pro Rata Share of Accrued Interest Offering Shares if such Noteholder is a $(iii)$ Participating Eligible Investor and/or a Funding Backstop Party, provided that in no event shall a Participating Eligible Investor or a Funding Backstop Party receive a greater number of Accrued Interest Offering Shares than Offering Shares (including Backstopped Shares, as applicable) received by such person. Any Accrued Interest Offering Shares remaining after the allocation of the Accrued Interest Offering Shares to Participating Eligible Investors and Funding Backstop Parties pursuant to the immediately preceding sentence shall be reallocated among those Participating Eligible Investors and/or Funding Backstop Parties who have received less Accrued Interest Offering Shares than Offering Shares (including Backstopped Shares, as applicable) on a pro rata basis based on Accrued Interest Claims of such Participating Eligible Investors and/or Funding Backstop Parties (calculated as at the Record Date); and
• its Pro Rata Share of the Backstop Commitment Shares, if such Noteholder is a $(iv)$ Funding Backstop Party.
• On the Implementation Date and in accordance with the steps and sequence as set forth $(c)$ in this Plan, each Participating Eligible Investor shall receive its Participating Eligible Investor Shares and each Funding Backstop Party shall receive its Pro Rata Share of the Backstopped Shares.
• After giving effect to the terms of this Section 5.1, the obligations of Jaguar with respect $(d)$ to the Notes of each Noteholder shall, and shall be deemed to, have been irrevocably

and finally extinguished and each Noteholder shall have no further right, title or interest in or to the Notes or its Noteholder's Allowed Claim.

$5.2$ Treatment of Affected Unsecured Creditors Other Than Noteholders

• On the Implementation Date and in accordance with the steps and sequence as set forth $(a)$ in this Plan, each Affected Unsecured Creditor (except for a Noteholder in respect of its Noteholder's Allowed Claim, which shall be dealt with in accordance with Section 5.1) shall receive its Pro Rata Share of the Unsecured Creditor Common Shares and shall be deemed to irrevocably and finally exchange its Affected Unsecured Claim for its Pro Rata Share of the Unsecured Creditor Common Shares, which shall and shall be deemed to be received in full and final settlement of its Affected Unsecured Claim.
• After giving effect to the terms of this Section 5.2, the obligations of Jaguar with respect $(b)$ to such Affected Unsecured Creditor's Affected Unsecured Claim shall, and shall be deemed to, have been irrevocably and finally extinguished and such Affected Unsecured Creditor shall have no further right, title or interest in or to the Affected Unsecured Claim.
• With the consent of the Monitor and the Majority Backstop Parties, an Affected $(c)$ Unsecured Creditor with an Allowed Affected Unsecured Claim who is not a Noteholder may be entitled to participate in the Share Offering for its Pro Rata Share of the Offering Shares (calculated as if the Affected Unsecured Creditor's Allowed Affected Unsecured Claim was a Noteholder's Allowed Claim); provided that any such Affected Unsecured Creditor completes and submits an Election Form and Rep Letter on or prior to the Election Deadline and complies with all of the obligations of a Participating Eligible Investor in accordance with the terms and conditions of the Plan, including without limitation Section 4.1(e) hereof, in which case, such Affected Unsecured Creditor shall be treated as an Eligible Investor for the purpose of the Offering Shares and each Eligible Investor's Subscription Privilege will be adjusted accordingly.

Treatment of Existing Equity Holders $5.3$

• Each Existing Shareholder shall retain its Existing Shares subject to the Common Share $(a)$ Consolidation pursuant to Section 7.4(a) and in accordance with the steps and sequences set forth herein.
• Pursuant to this Plan and in accordance with the steps and sequences set forth herein, $(b)$ all Existing Share Options, Rights and the Shareholder Rights Plan shall be cancelled and shall be deemed to be cancelled without the need for any repayment of capital thereof or any other liability, payment or compensation therefor and for greater certainty, no holders of Existing Share Options or Rights shall be entitled to receive any interest, dividends, premium or other payment in connection therewith.

$5.4$ Equity Claims

All Equity Claims shall be fully, finally and irrevocably and forever compromised, released, discharged, cancelled and barred on the Implementation Date. Holders of Equity Claims shall not receive any consideration or distributions under this Plan and shall not be entitled to vote on this Plan at the Meeting. Notwithstanding the foregoing, Existing Shareholders shall be entitled to continue to hold their Existing Shares in accordance with the terms of this Plan, subject to the Common Share Consolidation.

$5.5$ Claims of the Trustees

The Trustees' claims under Section 6.07 of the 4.5% Convertible Note Indenture and the 5.5% Convertible Note Indenture shall be unaffected by this Plan.

5.6 Application of Plan Distributions

• All amounts paid or payable hereunder on account of the Noteholders Allowed Claim $(a)$ (including, for greater certainty, any securities received hereunder) shall be applied as follows: (i) first, in respect of the principal amount of the obligations to which such Noteholders Allowed Claim relate, and (ii) second, if such principal amounts have been fully repaid, in respect of any accrued but unpaid interest on such obligations.
• In the event that a Funding Backstop Party is not a Noteholder, such Funding Backstop $(b)$ Party shall receive its Backstop Commitment Shares as a fee.

ARTICLE 6 - MEETING

$6.1$ Meeting

The Meeting to consider and vote on this Plan shall be conducted in accordance with the terms of the Claims Procedure Order and the Meeting Order.

$6.2$ Acceptance of Plan

If this Plan is approved by the Required Majority entitled to vote at the Meeting, then this Plan shall be deemed to have been agreed to, accepted and approved by the Affected Unsecured Creditors and shall be binding upon all Affected Unsecured Creditors, if the Sanction Order is granted and the conditions described in Section 12.3 hereof have been satisfied or waived, as applicable.

ARTICLE 7 - IMPLEMENTATION

$7.1$ Administration Charge

On the Implementation Date, all outstanding, invoiced obligations, liabilities, fees and disbursements secured by the Administration Charge shall be fully paid by the Applicant. Upon receipt by the Monitor of confirmation from each of the beneficiaries of the Administration Charge that payments of the amounts secured by the Administration Charge have been made, the Monitor shall file a certificate with the Court confirming same and thereafter, the Administration Charge shall be and be deemed to be discharged from the assets of the Applicant, without the need for any other formality.

$7.2$ Corporate Authorizations

The adoption, execution, delivery, implementation and consummation of all matters contemplated under this Plan involving corporate action of any members of the Jaguar Group will occur and be effective as of the Implementation Date (or such other date as Jaguar and the Majority Consenting Noteholders may agree), and will be authorized and approved under this Plan and by the Court, where appropriate, as part of the Sanction Order, in all respects and for all purposes without any requirement of further action by shareholders, directors or officers of the Jaguar Group. All necessary approvals to take actions shall be deemed to have been obtained from the directors or the shareholders of the Jaguar Group, as applicable, including the deemed passing by any class of shareholders of any resolution or special resolution and no shareholders' agreement or agreement between a shareholder and another Person limiting in any way the right to vote shares held by such shareholder or shareholders with respect to any of the steps contemplated by this Plan shall be deemed to be effective and no such agreement shall have any force or effect.

$7.3$ Fractional Interests

No certificates representing fractional Common Shares shall be allocated under this Plan, and fractional share interests shall not entitle the owner thereof to vote or to any rights of a shareholder of Jaguar. Any legal, equitable, contractual and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person with respect to fractional Common Shares pursuant to this Plan shall be rounded down to the nearest whole number without compensation therefor.

$7.4$ Implementation Date Transactions

Commencing at the Implementation Time, the following events or transactions will occur, or be deemed to have occurred and be taken and effected, in the following order in five minute increments and at the times set out in this Section 7.4 (or in such other manner or order or at such other time or times as Jaguar and the Maiority Consenting Noteholders may agree, acting reasonably), without any further act or formality required on the part of any Person, except as may be expressly provided herein:

• Articles of Reorganization shall be filed under the OBCA to amend the articles of Jaquar $(a)$ to effect a consolidation (the "Common Share Consolidation") of the issued and outstanding Common Shares on the basis of one post-consolidation Common Share for each Consolidation Number of Common Shares outstanding immediately prior to the Common Share Consolidation. Any fractional interests in the consolidated Common Shares will, without any further act or formality, be cancelled without payment of any consideration therefor. Following the completion of such consolidation, the stated capital of the Common Shares shall be equal to the stated capital of the Common Shares immediately prior to consolidation.
• $(b)$ The following shall occur concurrently:
• the Rights and the Shareholder Rights Plan shall be cancelled and shall be $(i)$ deemed to be cancelled without the need for any repayment of capital thereof or any other compensation therefor and shall cease to be of any further force or effect:
• any and all Existing Share Options and the Stock Option Plan shall be cancelled $(ii)$ and shall be deemed to be cancelled without the need for any repayment of capital thereof or any other compensation therefor and shall cease to be of any further force or effect;
• if the DSU/RSU/SAR Notice is delivered, the DSU Plan, the RSU Plan and/or the $(iii)$ SAR Plan, as set out in the DSU/RSU/SAR Notice shall be cancelled and shall be deemed to be cancelled without the need for any repayment of capital thereof or any other compensation therefor and shall cease to be of any further force or effect: and
• all Equity Claims shall be fully, finally, irrevocably and forever compromised, $(iv)$ released, discharged, cancelled and barred without any consideration or distributions therefor.
• In exchange for, and in full and final settlement of, the Noteholders Allowed Claim as at $(c)$ the Implementation Date, Jaguar shall issue:
• to each Noteholder its Pro Rata Share of Unsecured Creditor Common Shares; $(i)$
• to each Early Consenting Noteholder its Pro Rata Share of the Early Consent $(ii)$ Shares;
• $(iii)$ to each Participating Eligible Investor and Funding Backstop Party the number of Accrued Interest Offering Shares such Participating Eligible Investor or Funding Backstop Party is entitled to receive in accordance with Section 5.1(b); and

$(iv)$ to each Funding Backstop Party, its Pro Rata Share of the Backstop Commitment Shares.

which New Common Shares shall be distributed in the manner described in Section 8.2 hereof. Upon issuance of these New Common Shares, the Noteholders Allowed Claim shall and shall be deemed to be irrevocably and finally extinguished and such Noteholder shall have no further right, title or interest in and to the Notes or its Noteholder's Allowed Claim.

• $(d)$ The Notes and the Indentures will not entitle any Noteholder to any compensation or participation other than as expressly provided for in this Plan and shall be cancelled and will thereupon be null and void, and the obligations of the Applicant thereunder or in any way related thereto shall be satisfied and discharged, except to the extent expressly set forth in section 6.07 of the Indentures, which section shall remain in effect until two months following the Implementation Date or such later date agreed to by the Applicant, the Monitor, the Trustees and the Majority Consenting Noteholders.
• In exchange for, and in full and final settlement of, its Affected Unsecured Claim, Jaguar $(e)$ shall issue to each Affected Unsecured Creditor, other than the Noteholders, its Pro Rata Share of the Unsecured Creditor Common Shares;
• The following shall occur concurrently: $(f)$
• Jaquar shall issue to each Participating Eligible Investor its Participating Eligible $(i)$ Investor Shares in accordance with Section 5.1(c) hereof in consideration for its Electing Eligible Investor Funding Amount, which Participating Eligible Investor Shares shall be distributed in the manner described in Section 8.2 hereof; and
• Jaquar shall issue to each Funding Backstop Party the number of Backstopped $(ii)$ Shares such Funding Backstop Party is entitled to receive in accordance with Section 5.1(c) hereof in consideration for such Funding Backstop Party's Backstop Payment Amount, which Backstopped Shares shall be distributed in the manner described in Section 8.2 hereof.
• The releases and injunctions referred to in Section 11 shall become effective. $(g)$
• The directors of Jaguar immediately prior to the Implementation Time shall be deemed to $(h)$ have resigned and the New Board shall be deemed to have been appointed.
• The Escrow Agent shall be deemed to be holding the Electing Eligible Investor Funding $(i)$ Amounts and the Backstop Payment Amounts for Jaguar and shall release from escrow such amounts to Jaguar in accordance with the Escrow Agreement.
• Jaquar shall pay: (i) all of the reasonable fees and expenses of the Advisors for services $(i)$ rendered to the Ad Hoc Committee up to and including the Implementation Date, (ii) the reasonable accrued and unpaid third party expenses of any of the Consenting Noteholders up to an amount agreed to by the Majority Backstop Parties; (iii) the fees and expenses of Jaquar's financial advisors in connection with the transactions contemplated under this Plan pursuant to their engagement letter, as amended, with Jaguar, subject to a maximum amount agreed to by the Majority Backstop Parties, (iv) the reasonable fees and expenses of Jaguar's Canadian and U.S. legal advisors and legal advisor to the special committee of the board of directors of Jaguar, and (v) amounts owing to the Trustees under Section 6.07 of the 4.5% Convertible Note Indenture and the 5.5% Convertible Note Indenture

ARTICLE 8 - ISSUANCE AND DISTRIBUTION OF NEW COMMON SHARES

$8.1$ Issuance of New Common Shares

All New Common Shares issued and outstanding as part of the implementation of this Plan shall be deemed to be issued and outstanding as fully-paid and non-assessable. The amount added to the stated capital of the Common Shares as a result of the issuance of New Common Shares in accordance with this Plan shall be equal to the fair market value of the consideration received by Jaquar for the issuance of such New Common Shares.

$8.2$ Delivery of New Common Shares

• Jaquar shall use its commercially reasonable best efforts to cause the delivery of the $(a)$ New Common Shares to be distributed under this Plan no later than the second Business Day following the Implementation Date (or such other date as Jaguar and the Majority Consenting Noteholders may agree).
• The Notes are held by DTC (as sole Registered Holder) through its nominee company $(b)$ CEDE & Co. DTC will surrender, or will cause the surrender of, the certificates, if any, representing the Notes to the Trustees in exchange for New Common Shares as contemplated in this Plan.
• The delivery of Unsecured Creditor Common Shares to Noteholders in exchange for the $(c)$ Notes will be made through the facilities of DTC to Participant Holders who, in turn will make delivery of the Unsecured Creditor Common Shares to the Beneficial Noteholders pursuant to standing instructions and customary practices of DTC. If for any reason the New Common Shares are not DTC eligible, then the delivery of the Unsecured Creditor Common Shares shall be made (at the election of Jaguar with the consent of the Monitor and the Majority Consenting Noteholders) either (i) by delivery of a Direct Registration System Advice to each Noteholder or (ii) by delivery of a share certificate to each Noteholder, in either case based on registration instructions received by, or on behalf of, the Monitor from Participant Holders in such manner as the Monitor determines reasonable in the circumstances.
• The delivery of Early Consent Shares to Early Consenting Noteholders will be made (at $(d)$ the election of Jaquar with the consent of the Monitor and the Majority Consenting Noteholders) either: (i) by delivery of a Direct Registration System Advice to each Early Consenting Noteholder; or (ii) by delivery of a share certificate to each Early Consenting Noteholder, in any case based on registration and delivery instructions contained in the Rep Letter.
• The delivery of Offering Shares, Backstopped Shares, Backstop Commitment Shares $(e)$ and Accrued Interest Offering Shares to the Participating Eligible Investors and the Funding Backstop Parties will be made (at the election of Jaguar with the consent of the Monitor and the Majority Consenting Noteholders) either (i) by delivery of a Direct Registration System Advice to each Participating Eligible Investor and Funding Backstop Party or (ii) by delivery of a share certificate to each Participating Eligible Investor and Funding Backstop Party, in either case based on registration and delivery instructions contained in the Election Forms in the case of Participating Eligible Investors and in the Rep Letter in the case of Funding Backstop Parties.
• The delivery of New Common Shares to Affected Unsecured Creditors (other than $(f)$ Noteholders) in consideration for their Affected Unsecured Claims will be made (at the election of Jaquar with the consent of the Monitor and the Majority Consenting Noteholders) either (i) by delivery of a Direct Registration System Advice to each of the

Affected Unsecured Creditors (other than Noteholders) or (ii) by delivery of a share certificate to each of the Affected Unsecured Creditors (other than Noteholders), in either case based on registration and delivery instructions received by the Monitor pursuant to the Claims Procedure Order and the Meeting Order.

• Jaquar, the Monitor and the Trustees will have no liability or obligation in respect of all $(g)$ deliveries from DTC, or its nominee, to Participant Holders or from Participant Holders to Beneficial Noteholders.
• Upon receipt of and in accordance with written instructions from the Monitor, the Trustees $(h)$ shall instruct DTC to, and DTC shall: (i) establish an escrow position representing the respective positions of the Noteholders as of the Implementation Date for the purpose of making distributions to the Noteholders on and after the Implementation Date; and (ii) block any further trading in the Notes, effective as of the close of business on the Distribution Record Date, all in accordance with the customary practices and procedures of DTC.
• Unless a securities law legend is not required by US Securities Laws, the Direct $(i)$ Registration System Advices and share certificates delivered pursuant to this Section 8.2 shall have legends affixed thereon in substantially the form provided for in the Rep Letter.

8.3 Undeliverable Distributions

If any distribution of New Common Shares is undeliverable (that is for greater certainty that cannot be properly registered or delivered to the intended recipient because of inadequate or incorrect registration or delivery information or otherwise) (an "Undeliverable Distribution") it shall be delivered to the Escrow Agent, which shall hold such Undeliverable Distribution in escrow, and administered in accordance with this Section 8.3. No further distributions in respect of an Undeliverable Distribution shall be made unless and until the Escrow Agent is notified by the applicable Person of its current address and/or registration information, as applicable, at which time the Escrow Agent shall make such distributions to such Person. All claims for Undeliverable Distributions must be made on or before the date that is the 365^th day following the Implementation Date, after which the right to receive distributions under this Plan in respect of such an Undeliverable Distribution shall be fully, finally, irrevocably and forever compromised, released, discharged, cancelled and barred without any compensation therefor, notwithstanding any federal, provincial, or state laws to the contrary, and any New Common Shares that are the subject of such Undeliverable Distribution shall be cancelled.

ARTICLE 9 – RELEASE OF FUNDS FROM ESCROW

$9.1$ Release of Funds from Escrow

The Escrow Agent shall release any Electing Eligible Investor Funding Amounts and Backstop Payment Amounts, or portions thereof, as follows and in accordance with the terms of the Escrow Agreement:

• If an Electing Eligible Investor deposits less than the full amount of its Electing Eligible $(a)$ Investor Funding Amount by the Electing Eligible Investor Funding Deadline, such party shall cease to be an Electing Eligible Investor and the Escrow Agent shall return such funds so deposited by such Electing Eligible Investor to such Electing Eligible Investor in accordance with Section 4.1(e) hereof.

• On the Implementation Date, the Escrow Agent shall release from escrow to Jaguar, at $(b)$ the applicable time, the applicable Electing Eligible Investor Funding Amounts and Backstop Payment Amounts pursuant to and in accordance with Section 7.4 hereof.

• If this Plan is terminated for any reason or not implemented in accordance with the terms $(c)$ hereof by the Outside Date, the Escrow Agent shall as soon as practicable return all Electing Eligible Investor Funding Amounts and Backstop Payment Amounts to the applicable Participating Eligible Investors and Funding Backstop Parties.

• If any Electing Eligible Investor or Funding Backstop Party provides to the Escrow Agent $(d)$ more than its applicable Electing Eligible Investor Funding Amount or Backstop Payment Amount under this Plan, the Escrow Agent shall as soon as practicable return any excess funds to such Electing Eligible Investor or Funding Backstop Party.

ARTICLE 10 - PROCEDURE FOR DISTRIBUTIONS REGARDING DISPUTED DISTRIBUTION CLAIMS

$10.1$ No Distribution Pending Allowance

An Affected Unsecured Creditor holding a Disputed Distribution Claim will not be entitled to receive a distribution under the Plan in respect of such Disputed Distribution Claim or any portion thereof unless and until, and then only to the extent that, such Disputed Distribution Claim becomes an Allowed Affected Unsecured Claim.

$10.2$ Distributions After Disputed Distribution Claims Resolved

Unsecured Creditor Common Shares in relation to a Disputed Distribution Claim of an $(a)$ Affected Unsecured Creditor will be, on or prior to the Implementation Date, either:

(i) issued by the Applicant and held by the Applicant, in a segregated account; or

(ii) authorized by the Applicant's board of directors for issuance by the Applicant,

which in either case shall constitute the Disputed Distribution Claims Reserve for the benefit of the Affected Unsecured Creditors with Allowed Affected Unsecured Claims until the final determination of the Disputed Distribution Claim in accordance with the Claims Procedure Order and this Plan.

• To the extent that any Disputed Distribution Claim becomes an Allowed Affected $(b)$ Unsecured Claim in accordance with this Plan, the Applicant shall distribute to the holder of such Allowed Affected Unsecured Claim, that number of Unsecured Creditor Common Shares from the Disputed Distribution Claims Reserve equal to such Affected Unsecured Creditor's Pro Rata Share of Unsecured Creditor Common Shares.
• On the date that all Disputed Distribution Claims have been finally resolved in $(c)$ accordance with the Claims Procedure Order and any required distributions contemplated in section (b) have been made, if (i) the aggregate number of Unsecured Creditor Common Shares remaining in the Disputed Distribution Claims Reserve is less than 14,000, the Applicant shall cancel those Unsecured Creditor Common Shares; or (ii) the aggregate number of Unsecured Creditor Common Shares remaining in the Disputed Distribution Claims Reserve is equal to or greater than 14,000, the Applicant shall distribute such Unsecured Creditor Common Shares to the Affected Unsecured Creditors with Allowed Affected Unsecured Claims such that after giving effect to such distributions each such Affected Unsecured Creditor has received its applicable Pro Rata Share of such Unsecured Creditor Common Shares.

ARTICLE 11- RELEASES

$11.1$ Release

• $(a)$ On the Implementation Date, the following shall be fully, finally, irrevocably and forever compromised, released, discharged, cancelled and barred:
• all Affected Unsecured Claims; $(i)$
• all Equity Claims; $(ii)$
• all Director/Officer Claims other than Continuing Other Director/Officer Claims $(iii)$ and Non-Released Director/Officer Claims and also (for greater certainty) excluding Section 5.1(2) Director/Officer Claims and any Agreed Excluded Director/Officer Litigation Claims; provided that any Section 5.1(2) Director/Officer Claims and any Agreed Excluded Director/Officer Litigation Claims shall be limited to recovery from any insurance proceeds payable in respect of such Section 5.1(2) Director/Officer Claims or Agreed Excluded Director/Officer Litigation Claims, as applicable, pursuant to the Director/Officer Insurance Policies, and any Persons with any such Section 5.1(2) Director/Officer Claims or Agreed Excluded Director/Officer Litigation Claims shall have no right to, and shall not, make any claim or seek any recoveries from any Person (including Jaguar, any of its Subsidiaries or any Director or Officer), other than enforcing such Person's rights to be paid from the proceeds of a Director/Officer Insurance Policy by the applicable insurer(s); provided that nothing in this Plan shall prejudice, compromise, release or otherwise affect any right or defence of any insurer in respect of a Director/Officer Insurance Policy or any insured in respect of a Section 5.1(2) Director/Officer Claim or Agreed Excluded Director/Officer Litigation Claim; and
• all Director/Officer Indemnity Claims. $(iv)$

• On the Implementation Date, the Applicant, the Subsidiaries, and each of their respective $(b)$ financial advisors, legal counsel and agents, the Monitor, legal counsel to the Monitor, and legal counsel to the special committee of the board of directors of Jaquar (collectively, the "Released Parties") shall be released and discharged from any and all demands, claims, actions, causes of action, counterclaims, suits, debts, sums of money. accounts, covenants, damages, judgments, expenses, executions, liens and other recoveries on account of any indebtedness, liability, obligation, demand or cause of action of whatever nature that any Person (including any Person who may claim contribution or indemnification against or from them) may be entitled to assert, whether known or unknown, matured or unmatured, direct, indirect or derivative, foreseen or unforeseen, existing or hereafter arising, based in whole or in part on any act or omission, transaction, dealing or other occurrence existing or taking place on or prior to the Implementation Date that are in any way relating to, arising out of or in connection with (i) the restructuring, disclaimer, resiliation, breach or termination of any contract, lease, agreement or other arrangement, whether written or oral; (ii) the business and affairs of the Applicant or the Subsidiaries; (iii) the Notes; (iv) the Indentures; (v) the Existing Shares; (vi) the Existing Share Options; (vii) the Shareholder Rights Plan; (viii) Equity Claims; (ix) the Support Agreement; (x) the Backstop Agreement; (xi) this Plan; or (xii) the CCAA Proceedings; provided, however, that nothing in this Section 11.1 will release or discharge:

• $(i)$ the Applicant or any of the Subsidiaries from or in respect of (x) any Excluded Claim. (v) its obligation to Affected Unsecured Creditors under this Plan or under any Order, or (z) its obligations under the Backstop Agreement or the Support Agreement; provided that any Agreed Excluded Jaquar Litigation Claims shall be limited to recovery from any insurance proceeds payable in respect of such Agreed Excluded Jaguar Litigation Claims pursuant to the Jaguar Insurance Policies, and any Persons with any such Agreed Excluded Jaguar Litigation Claims against the Applicant shall have no right to, and shall not, make any claim or seek any recoveries from any Person (including Jaguar, any of its Subsidiaries or any Director or Officer), other than enforcing such Person's rights to be paid from the proceeds of a Jaguar Insurance Policy by the applicable insurer(s); provided further that nothing in this Plan shall prejudice, compromise, release or otherwise affect any right or defence of any insurer in respect of a Jaguar Insurance Policy or any insured in respect of an Agreed Excluded Jaquar Litigation Claim: or

• a Released Party if the Released Party is adjudged by the express terms of a $(ii)$ judament rendered on a final determination on the merits to have committed fraud or wilful misconduct.
• At the Implementation Time, each of the Noteholders, the Ad Hoc Committee, the $(c)$ Trustees, and each of their respective present and former shareholders, officers, directors, and the Advisors and the Trustees' counsel (collectively, the "Noteholder Released Parties") will be released and discharged from any and all demands, claims, actions, causes of action, counterclaims, suits, debts, sums of money, accounts, covenants, damages, judgments, expenses, executions, liens and other recoveries on account of any indebtedness, liability, obligation, demand or cause of action of whatever nature that any Person (including any Person who may claim contribution or indemnification against or from them) may be entitled to assert whether known or unknown, matured or unmatured, direct, indirect or derivative, foreseen or unforeseen, existing or hereafter arising, based in whole or in part on any act or omission, transaction, dealing or other occurrence existing or taking place on or prior to the Implementation Date that are in any way relating to, arising out of or in connection with: (i) the Notes: (ii) the Indentures; (iii) the Existing Shares; (iv) the Existing Share Options; (v) the Shareholder Rights Plan; (vi) Equity Claims; (vii) the Support Agreement; (viii) the Backstop Agreement; (ix) this Plan; or (x) the CCAA Proceedings, and any other matters or actions related directly or indirectly to the foregoing; provided that nothing in this Section 11.1(c) will release or discharge a Noteholder Released Party in respect of their obligations under this Plan, the Backstop Agreement, the Support Agreement, any Election Form and provided further that nothing in this Section 11.1(c) will release or discharge a Noteholder Released Party if the Noteholder Released Party is adjudged by the express terms of a judgment rendered on a final determination on the merits to have committed fraud or wilful misconduct.

$11.2$ Injunctions

All Persons (regardless of whether or not such Persons are Affected Unsecured Creditors) are permanently and forever barred, estopped, stayed and enjoined, on and after the Implementation Time. with respect to any and all Released Claims or Noteholder Released Claims, from (i) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against the Released Parties, the Named Directors and Officers and the Noteholder Released Parties; (ii) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against the Released Parties, the Named Directors and Officers and Noteholder Released Parties or their property; (iii) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits or demands, including without limitation, by way of contribution or indemnity or other relief, in common law, or in equity, or for breach of trust or breach of fiduciary duty or under the provisions of any statute or regulation, or other proceedings of any nature or kind whatsoever (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against any Person who makes such a claim or might reasonably be expected to make such a claim, in any manner or forum, against one or more of the Released Parties, the Named Directors and Officers and Noteholder Released Parties; (iv) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties, the Named Directors and Officers and Noteholder Released Parties or their property: or (y) taking any actions to interfere with the implementation or consummation of this Plan; provided, however, that the foregoing shall not apply to the enforcement of any obligations under this Plan. For greater certainty, the provisions of this Section 11.2 shall apply to Section 5.1(2) Director/Officer Claims, Agreed Excluded Director/Officer Litigation Claims and Agreed Excluded Jaguar Litigation Claims in the same manner as Released Claims, except to the extent that the rights of a holder of such Section 5.1(2) Director/Officer Claims, Agreed Excluded Director/Officer Litigation Claims and/or Agreed Excluded Jaguar Litigation Claims to enforce such claims against an insurer in respect of a Directors/Officer Insurance Policy and/or a Jaguar Insurance Policy, as applicable, are expressly preserved pursuant to Section 11.1(a)(iii) and/or Section 11.1(b)(i) hereof.

$11.3$ Timing of Releases and Injunctions

All releases and injunctions set forth in this Article 11 shall become effective on the Implementation Date at the time or times and in the manner set forth in Section 7.4 hereof.

$11.4$ Knowledge of Claims

Each Person to which Section 11.1 hereof applies shall be deemed to have granted the releases set forth in Section 11.1 notwithstanding that it may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and such party expressly waives any and all rights that it may have under any applicable law which would limit the effect of such releases to those Claims or causes of action known or suspected to exist at the time of the granting of the release.

ARTICLE 12 - COURT SANCTION, CONDITIONS PRECEDENT AND IMPLEMENTATION

Application for Sanction Order $12.1$

If this Plan is approved by the Required Majority, the Applicant shall apply for the Sanction Order on the date set for the hearing for the Sanction Order or such later date as the Court may set.

$12.2$ Sanction Order

The Sanction Order shall, among other things, declare that:

• (i) this Plan has been approved by the Required Majority entitled to vote at the Meeting in $(a)$ conformity with the CCAA; (ii) the Applicant acted in good faith and has complied with the provisions of the CCAA and the Orders made in the CCAA Proceedings in all respects; (iii) the Court is satisfied that the Applicant has not done nor purported to do anything that is not authorized by the CCAA; and (iv) this Plan and the transactions contemplated by it are fair and reasonable;

• this Plan (including the arrangements and releases set out herein) has been sanctioned $(b)$ and approved pursuant to section 6 of the CCAA and will be binding and effective as herein set out on the Applicant, all Affected Unsecured Creditors, all holders of Equity Claims and all other Persons as provided for in this Plan or in the Sanction Order;

• $(c)$ subject to the performance by the Applicant of its obligations under this Plan, and except to the extent expressly contemplated by this Plan or the Sanction Order, all obligations or agreements to which the Applicant is a party immediately prior to the Implementation Time, will be and shall remain in full force and effect as at the Implementation Date. unamended except as they may have been amended by agreement of the parties subsequent to the Filing Date, and no Person who is a party to any such obligations or agreements shall, following the Implementation Date, accelerate, terminate, rescind, refuse to perform or otherwise repudiate its obligations thereunder, or enforce or exercise any right (including any right of set-off, option, dilution or other remedy) or make any demand under or in respect of any such obligation or agreement, by reason of:

• any defaults or events of default arising as a result of the insolvency of the $(i)$ Applicant prior to the Implementation Date;
• any change of control of the Applicant arising from implementation of this Plan $(ii)$ (except in respect of existing, written senior officer and employee employment agreements of Persons who remain senior officers and employees of Jaguar as of the Implementation Date and any payments due under such agreements, which may only be waived by the senior officers and employees who are parties to such agreements);
• the fact that the Applicant has sought or obtained relief under the CCAA or that $(iii)$ this Plan has been implemented by the Applicant;
• the effect on the Applicant of the completion of any of the transactions $(iv)$ contemplated by this Plan;
• any compromises or arrangements effected pursuant to this Plan; or $(V)$
• any other event(s) which occurred on or prior to the Implementation Date which $(vi)$ would have entitled any Person to enforce rights and remedies, subject to any express provisions to the contrary in any agreements entered into with the Applicant after the Filing Date.

For greater certainty, nothing in this paragraph 12.2(c) shall waive, compromise or discharge any obligations of the Applicant in respect of any Excluded Claim;

• the commencement or prosecution, whether directly, indirectly, derivatively or otherwise, $(d)$ of any demands, claims, actions, counterclaims, suits, judgment, or other remedy or recovery as described in Section 11.2 hereof shall be permanently enjoined;
• the releases effected by this Plan shall be approved, and declared to be binding and $(e)$ effective as of the Implementation Date upon all Affected Unsecured Creditors, holders of Equity Claims and all other Persons affected by this Plan and shall enure to the benefit of all such Persons;
• from and after the Implementation Date, all Persons with an Affected Unsecured Claim $(f)$ shall be deemed to (i) have consented and agreed to all of the provisions of this Plan as an entirety; and (ii) each Affected Unsecured Creditor shall be deemed to have granted, and executed and delivered to the Applicant all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan in its entirety.

$12.3$ Conditions to Plan Implementation

The implementation of this Plan shall be conditional upon the fulfillment, satisfaction or waiver (to the extent permitted by Section 12.4 hereof) of the following conditions:

• The Court shall have granted the Sanction Order, the operation and effect of which shall $(a)$ not have been stayed, reversed or amended, and in the event of an appeal or application for leave to appeal, final determination shall have been made by the applicable appellate court;
• No Applicable Law shall have been passed and become effective, the effect of which $(b)$ makes the consummation of this Plan illegal or otherwise prohibited;
• All necessary judicial consents and any other necessary or desirable third party consents, $(c)$ if any, to deliver and implement all matters related to this Plan shall have been obtained;
• All documents necessary to give effect to all material provisions of this Plan (including the $(d)$ Sanction Order, this Plan, the Share Offering and the Common Share Consolidation and all documents related thereto) shall have been executed and/or delivered by all relevant Persons in form and substance satisfactory to the Applicant and the Majority Consenting Noteholders:
• All required stakeholder, regulatory and Court approvals, consents, waivers and filings $(e)$ shall have been obtained or made, as applicable, on terms satisfactory to the Majority Consenting Noteholders and the Company, each acting reasonably and in good faith:
• All senior officer and employee employment agreements shall have been modified to $(f)$ reflect the revised capital structure of Jaguar following implementation of the Plan, including, without limitation, to provide that the implementation of the Plan does not constitute a change of control under such employment agreements, and no change of control payments shall be owing or payable to Jaguar's officers or employees in connection with the implementation of the Plan;
• The DSU Plan, the RSU Plan and the SAR Plan shall have been addressed in a manner $(g)$ acceptable to Jaguar and the Majority Consenting Noteholders;
• The Articles of Reorganization shall have been filed under the OBCA; $(h)$
• All material filings under applicable Laws shall have been made and any material $(i)$ regulatory consents or approvals that are required in connection with this Plan shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated;
• The New Common Shares shall have been conditionally approved for listing on the TSX, $(i)$ the TSXV or such other Designated Offshore Securities Market acceptable to the Majority Consenting Noteholders without any vote or approval of the Existing Shareholders, subject only to receipt of customary final documentation;
• All conditions to implementation of this Plan set out in the Support Agreement (which for $(k)$ greater certainty include the conditions set out in sections 9(a). (b) and (c) of the Support Agreement) shall have been satisfied or waived in accordance with their terms and the Support Agreement shall not have been terminated;
• All conditions to implementation of this Plan set out in the Backstop Agreement (which for $(1)$ greater certainty include the conditions set out in sections 7(a), (b) and (c) of the

Backstop Agreement) shall have been satisfied or waived in accordance with their terms, and the Backstop Agreement shall not have been terminated;

• The issuance of the Unsecured Creditor Common Shares and Early Consent Shares $(m)$ shall be exempt from registration under the US Securities Act pursuant to the provisions of section 3(a)(10) of the US Securities Act; and
• $(n)$ No insurer under a Director/Officer Insurance Policy or a Jaquar Insurance Policy shall have an unresolved objection, filed in the CCAA Proceedings, to the implementation of this Plan.

Waiver of Conditions $12.4$

The Applicant and the Majority Consenting Noteholders may at any time and from time to time waive the fulfillment or satisfaction, in whole or in part, of the conditions set out herein, to the extent and on such terms as such parties may agree to provided however that the conditions set out in Section 12.3(a) cannot be waived and that the conditions set out in Section 12.3(I) can only be waived by the Applicant and the Majority Backstop Parties.

$12.5$ Implementation Provisions

If the conditions contained in Section 12.3 are not satisfied or waived (to the extent permitted under Section 12.4) by the Outside Date, unless the Applicant and the Majority Consenting Noteholders agree in writing to extend such period, this Plan and the Sanction Order shall cease to have any further force or effect and will not be binding on any Person.

12.6 Monitor's Certificate of Plan Implementation

Upon written notice from the Applicant (or counsel on its behalf) and Goodmans LLP on behalf of the Maiority Consenting Noteholders and the Maiority Backstop Parties to the Monitor that the conditions to Plan implementation set out in Section 12.3, have been satisfied or waived, the Monitor shall, as soon as possible following receipt of such written notice, deliver to the Applicant and Goodmans LLP on behalf of the Maiority Consenting Noteholders and the Majority Backstop Parties, and file with the Court, a certificate which states that all conditions precedent set out in Section 12.3 have been satisfied or waived and that the Implementation Date has occurred.

ARTICLE 13 - GENERAL

$13.1$ Waiver of Defaults

Subject to the performance by the Applicant of its obligations under this Plan, and except to the extent expressly contemplated by this Plan or the Sanction Order, no Person who is a party to any obligations or agreements with the Applicant or any Subsidiary shall, following the Implementation Date, accelerate, terminate, rescind, refuse to perform or otherwise repudiate its obligations thereunder, or enforce or exercise any right (including any right of set-off, option, dilution or other remedy) or make any demand under or in respect of any such obligation or agreement, by reason of:

• any defaults or events of default arising as a result of the insolvency of the Applicant prior $(a)$ to the Implementation Date;

• any change of control of the Applicant or any Subsidiary arising from implementation of $(b)$ this Plan (except in respect of existing, written senior officer and employee employment agreements of Persons who remain senior officers and employees of Jaguar as of the Implementation Date and any payments due under such agreements, which may only be waived by the senior officers and employees who are parties to such agreements);

• the fact that the Applicant has sought or obtained relief under the CCAA or that this Plan $(c)$ has been implemented by the Applicant;

• the effect on the Applicant or any Subsidiary of the completion of any of the transactions $(d)$ contemplated by this Plan;
• any compromises or arrangements effected pursuant to this Plan; or $(e)$
• any other event(s) which occurred on or prior to the Implementation Date which would $(f)$ have entitled any Person to enforce rights and remedies, subject to any express provisions to the contrary in any agreements entered into with the Applicant after the Filing Date.

For greater certainty, nothing in this paragraph 13.1 shall waive, compromise or discharge any obligations of the Applicant in respect of any Excluded Claim.

$13.2$ Deeming Provisions

In this Plan, the deeming provisions are not rebuttable and are conclusive and irrevocable.

$\varphi^{(0)}$

$13.3$ Non-Consummation

The Applicant reserves the right to revoke or withdraw this Plan at any time prior to the Implementation Date, with the consent of the Monitor and the Majority Consenting Noteholders.

If the Implementation Date does not occur on or before the Outside Date (as the same may be extended in accordance with the terms hereof and of the Support Agreement), or if this Plan is otherwise withdrawn in accordance with its terms: (a) this Plan shall be null and void in all respects, and (b) nothing contained in this Plan, and no acts taken in preparation for consummation of this Plan, shall (i) constitute or be deemed to constitute a waiver or release of any Claims by or against the Jaguar Group, their respective successors or any other Person; (ii) prejudice in any manner the rights of the Jaquar Group, their respective successors or any other Person in any further proceedings involving the Jaguar Group or their respective successors; or (iii) constitute an admission of any sort by the Jaguar Group, their respective successors or any other Person.

$13.4$ Modification of Plan

• The Applicant may, at any time and from time to time, amend, restate, modify and/or $(a)$ supplement this Plan with the consent of the Monitor and the Majority Consenting Noteholders, provided that: any such amendment, restatement, modification or supplement must be contained in a written document that is filed with the Court and:

• if made prior to or at the Meeting: (A) the Monitor, the Applicant or the Chair (as $(i)$ defined in the Meeting Order) shall communicate the details of any such amendment, restatement, modification and/or supplement to Affected Unsecured Creditors and other Persons present at the Meeting prior to any vote being taken at the Meeting; (B) the Applicant shall provide notice to the service list of any such amendment, restatement, modification and/or supplement and shall file a copy thereof with the Court forthwith and in any event prior to the Court hearing in respect of the Sanction Order; and (C) the Monitor shall post an electronic copy of such amendment, restatement, modification and/or supplement on the Monitor's Website forthwith and in any event prior to the Court hearing in respect of the Sanction Order; and

• $(ii)$ if made following the Meeting: (A) the Applicant shall provide notice to the service list of any such amendment, restatement, modification and/or supplement and shall file a copy thereof with the Court; (B) the Monitor shall post an electronic copy of such amendment, restatement, modification and/or supplement on the Monitor's Website; and (C) such amendment, restatement, modification and/or supplement shall require the approval of the Court following notice to the Affected Unsecured Creditors.

• $(b)$ Notwithstanding Section 13.4(a) hereof, any amendment, restatement, modification or supplement may be made by the Applicant: (i) if prior to the date of the Sanction Order, with the consent of the Monitor and the Majority Consenting Noteholders; and (ii) if after the date of the Sanction Order, with the consent of the Monitor and the Majority Consenting Noteholders and upon approval by the Court, provided in each case that it concerns a matter that, in the opinion of the Applicant, acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan and the Sanction Order or to cure any errors, omissions or ambiguities and is not materially adverse to the financial or economic interests of the Affected Unsecured Creditors.
• Any amended, restated, modified or supplementary plan or plans of compromise filed $(c)$ with the Court and, if required by this section, approved by the Court, shall, for all purposes, be and be deemed to be a part of and incorporated in this Plan.

$13.5$ Severability of Plan Provisions

If, prior to the Implementation Time, any term or provision of this Plan is held by the Court to be invalid, void or unenforceable, at the request of the Applicant, made with the consent of the Majority Consenting Noteholders (acting reasonably), the Court shall have the power to either (a) sever such term or provision from the balance of this Plan and provide the Applicant and the Majority Consenting Noteholders with the option to proceed with the implementation of the balance of this Plan as of and with effect from the Implementation Time, or (b) alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted, provided that the Majority Consenting Noteholders have approved such alteration or interpretation, acting reasonably. Notwithstanding any such holding, alteration or interpretation, and provided that this Plan is implemented, the remainder of the terms and provisions of this Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation.

13.6 Preservation of Rights of Action

Except as otherwise provided in this Plan or in the Sanction Order, or in any contract, instrument, release, indenture or other agreement entered into in connection with this Plan, following the Implementation Date, the Applicant will retain and may enforce, sue on, settle, or compromise (or decline to do any of the foregoing) all claims, rights or causes of action, suits and proceedings, whether in law or in equity, whether known or unknown, that the Applicant may hold against any Person or entity without further approval of the Court.

$13.7$ Responsibilities of Monitor

FTI Consulting Canada Inc. is acting in its capacity as Monitor in the CCAA Proceedings with respect to the Applicant and this Plan and not in its personal or corporate capacity, and will not be responsible or liable for any obligations of the Applicant under the Plan or otherwise.

$13.8$ Notices

Any notice or other communication to be delivered hereunder must be in writing and refer to this Plan and may, as hereinafter provided, be made or given by personal delivery, ordinary mail, email or by facsimile addressed to the respective Parties as follows:

If to Jaguar or the Subsidiaries, at:

c/o Jaguar Mining Inc. $(a)$ 67 Yonge Street, Suite 1203 Toronto, Ontario M5E 1J8

David Petroff Attention: Email: david.petroff@jaguarmining.com

with a required copy (which shall not be deemed notice) to:

Norton Rose Fulbright Canada LLP Royal Bank Plaza, South Tower, Suite 3800 200 Bay Street P.O. Box 84 Toronto, Ontario M5J 2Z4

Attention:	Walied Soliman and Evan Cobb
Fax:	(416) 216-3930
Email:	walied.soliman@nortonrosefulbright.com
	evan.cobb@nortonrosefulbright.com

$(b)$ If to the Ad Hoc Committee of Noteholders:

Goodmans LLP Suite 3400 333 Bay Street Bav Adelaide Centre Toronto, Ontario M5H 2S7

Rob Chadwick and Melaney Wagner Attention: Fax: (416) 979-1234 Email rchadwick@goodmans.ca mwagner@goodmans.ca

$(c)$ If to the Monitor, at:

FTI Consulting Canada Inc. TD Waterhouse Tower Suite 2010 79 Wellington Street Toronto, Ontario M5K 1G8

Greg Watson and Jodi Porepa Attention: $(416) 649 - 8101$ Fax: Greg.Watson@fticonsulting.com Email: Jodi.Porepa@fticonsulting.com

With a required copy (which shall not be deemed notice) to:

Osler, Hoskin & Harcourt LLP Box 50 1 First Canadian Place Toronto, Ontario M5X 1B8

Attention:	Marc Wasserman
Fax:	$(416)$ 862-6666
Email:	mwasserman@osler.com

or to such other address as any Party may from time to time notify the others in accordance with this Section 13.8. Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of faxing or emailing, provided that such day in either event is a Business Day and the communication is so delivered, faxed or emailed before 5:00 p.m. on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day.

13.9 Consent of Majority Consenting Noteholders or Majority Backstop Parties

For the purposes of this Plan, any matter requiring the agreement, waiver, consent or approval of the Majority Consenting Noteholders or the Majority Backstop Parties shall be deemed to have been agreed to, waived, consented to or approved by such Majority Consenting Noteholders or Majority Backstop Parties if such matter is agreed to, waived, consented to or approved in writing by Goodmans LLP. provided that Goodmans LLP expressly confirms in writing (which can be by way of e-mail) that it is providing such agreement, consent, waiver or approval on behalf of the Majority Consenting Noteholders or the Majority Backstop Parties, as applicable.

13.10 Paramountcy

From and after the Implementation Time on the Implementation Date, any conflict between:

• this Plan; and $(a)$
• the covenants, warranties, representations, terms, conditions, provisions or obligations, $(b)$ expressed or implied, of any contract, mortgage, security agreement, indenture, trust indenture, note, loan agreement, commitment letter, agreement for sale, lease or other agreement, written or oral and any and all amendments or supplements thereto existing between any Person and the Applicant and/or the Subsidiaries as at the Implementation Date,

will be deemed to be governed by the terms, conditions and provisions of this Plan and the Sanction Order, which shall take precedence and priority.

13.11 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan without any further act or formality, each of the Persons named or referred to in, or subject to, this Plan will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them to carry out the full intent and meaning of this Plan and to give effect to the transactions contemplated herein.

Schedule "A"

Agreed Excluded Director/Officer Litigation Claims

(i) Claims asserted by Daniel R. Titcomb; Robert J. Lloyd; James M. Roller; William E. Dow; Jeffrey Kirchhoff and/or Brazilian Resources, Inc. (collectively, the "New Hampshire Litigation Plaintiffs") in the proceeding in the United States District Court for the District of New Hampshire bearing Civil Action No. 1:13-cv-00428-JL against Gary E. German, Gilmour Clausen, John Andrews, Richard Falconer, David Petroff and Frederick Hermann (collectively, the "Director/Officer Defendants"); and

(ii) those claims of the New Hampshire Litigation Plaintiffs against the Director/Officer Defendants as allowed in accordance with and subject to the terms of paragraph 3 of the Minutes of Settlement dated February 5, 2014 between the New Hampshire Litigation Plaintiffs and Jaguar Mining Inc.

Schedule "B"

Agreed Excluded Jaguar Litigation Claims

(i) Claims asserted by Daniel R. Titcomb; Robert J. Lloyd; James M. Roller; William E. Dow; Jeffrey Kirchhoff and/or Brazilian Resources, Inc. (collectively, the "New Hampshire Litigation Plaintiffs") in the proceeding in the United States District Court for the District of New Hampshire bearing Civil Action No. 1:13-cv-00428-JL against Jaguar Mining Inc.; and

(ii) those claims of the New Hampshire Litigation Plaintiffs against Jaguar Mining Inc. as allowed in accordance with and subject to the terms of paragraph 4 of the Minutes of Settlement dated February 5, 2014 between the New Hampshire Litigation Plaintiffs and Jaguar Mining Inc.

Schedule "C"

Agreed Excluded Litigation Claimants

Daniel R. Titcomb

Robert J. Lloyd

James M. Roller

William E. Dow

Jeffrey Kirchhoff

Brazilian Resources, Inc.

Articles of Amendment dated July 21, 2020

[see attached]

For Ministry Use Only À l'usage exclusif du ministère

Ministry of Government and Consumer Services	Ministère des Services gouvernementaux et des Services aux consommateurs
Ontario CERTIFICATE This is to certify that these articles are effective on	CERTIFICAT Ceci certifie que les présents statuts entrent en vigueur le
JULY	21 JULLET 2020
Sarbara Dackitt Director / Directrice Business Corporations Act / Loi sur les sociétés par actions

Ontario Corporation Number Numéro de la société en Ontario

1591416

ARTICLES OF AMENDMENT STATUTS DE MODIFICATION

Form 3 Business Corporations $Act$

Formule 3 Loi sur les sociétés par actions

J	$\mathbf{A}$		G U	A R		M	$\mathbf I$	N	I	N	G		I	$\mathbf{N}$	$\mathbf C$
				The name of the corporation is changed to (if applicable ): (Set out in BLOCK CAPITAL LETTERS)																Nouvelle dénomination sociale de la société (s'il y a lieu) (écrire en LETTRES MAJUSCULES SEULEMENT) :
N		A
				Date of incorporation/amalgamation: Date de la constitution ou de la fusion :
		2003-10-09
		(Year, Month, Day) (année, mois, jour)
																				Complete only if there is a change in the number of directors or the minimum / maximum number of directors. Il faut remplir cette partie seulement si le nombre d'administrateurs ou si le nombre minimal ou maximal
				d'administrateurs a changé.
				Number of directors is/are: Nombre d'administrateurs :												minimum and maximum number of directors is/are: nombres minimum et maximum d'administrateurs :
Number Nombre								minimum minimum			and et	maximum maximum
					or ou				3			11
				The articles of the corporation are amended as follows: Les statuts de la société sont modifiés de la façon suivante :
				See page 1A annexed hereto.

The shareholders approved by special resolution to amend the corporation's existing articles to allow for the Board of Directors to alter the articles and share structure as follows:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(b) increase, reduce or eliminate the maximum number of shares that the Corporation is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Corporation is authorized to issue out of any class or series of shares for which no maximum is established;

( c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

( d) if the Corporation is authorized to issue shares of a class of shares with par value (i) decrease the par value of those shares or (ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

( e) change all or any of its unissued shares, or fully paid issued, shares with par value into shares without par value or any of its unissued shares share without par value into shares with par value;

(f) alter the identifying name of any of its shares; and

(g) by ordinary resolution otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act (Ontario).

• 1. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act. La modification a ete dOment autorisee conformement aux articles 168 et 170 (selon le cas) de la Loi sur Jes societes par actions.
• 1. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on Les actionnaires ou les administrateurs (selon le cas) de la societe ont approuve la resolution autorisant la modification le

2017/04/25

(Year, Month, Day) (annee, mois, jour)

These articles are signed in duplicate. Les presents statuts son! signes en double exemplaire.

JAGUAR MINING INC.

	(Print name of corporation from Article 1 on page 1) (Veuillez ecrir le nom de la societe de !'article un a la page une).
By/ Par :
(Signature) (Signature)

Hashim Ahmed

Chief Financial Officer

(Description of Office) (Fonction)

Articles of Amendment dated August 24, 2020

[see attached]

	For Ministry Use Only À l'usage exclusif du ministère Ministry of Government			and Consumer Services							Ministère des Services gouvernementaux et des Services aux consommateurs					Ontario Corporation Number Numéro de la société en Ontario
		Ontario															1591416
		CERTIFICATE This is to certify that these Ceci certifie que les présents									CERTIFICAT
		articles are effective on									statuts entrent en vigueur le
				AUGUST 24 AOUT, 2020
				Bacbaco Dackitt (17
		Business Corporations Act / Loi sur les sociétés par actions					Director / Directrice
	ARTICLES OF AMENDMENT
	STATUTS DE MODIFICATION
Form 3	1.			The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS)
Business Corporations Act				Dénomination sociale actuelle de la société (écrire en LETTRES MAJUSCULES SEULEMENT) :
Formule 3		J	A	G U	$\mathbf{A}$	$\mathbb{R}$		$M2$ I	N	$\mathbf I$	N	G	I	$\mathcal{C}$ N
Loi sur les sociétés par
actions
	2.
				The name of the corporation is changed to (if applicable): (Set out in BLOCK CAPITAL LETTERS) Nouvelle dénomination sociale de la société (s'il y a lieu) (écrire en LETTRES MAJUSCULES SEULEMENT) :
		N		A

(Year, Month, Day)

(année, mois, jour)

Complete only if there is a change in the number of directors or the minimum / maximum number of directors. 4. Il faut remplir cette partie seulement si le nombre d'administrateurs ou si le nombre minimal ou maximal d'administrateurs a changé.

Number of directors is/are: Nombre d'administrateurs :	minimum and maximum number of directors is/are: nombres minimum et maximum d'administrateurs :
Number Nombre	maximum minimum and maximum minimum et
or ou The articles of the cornoration are amended as follows:

5.

Les statuts de la société sont modifiés de la façon suivante :

To effect the consolidation on the basis of a 10 to 1 ratio, such that for every 10 common shares held by a shareholder, such common shares will be converted to 1 common share in the capital of the corporation.

• 1. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act. La modification a ete dOment autorisee conformement aux articles 168 et 170 (selon le cas) de la Loi sur /es societes par actions.
• 1. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on Les actionnaires ou les administrateurs (selon le cas) de la societe ont approuve la resolution autori sant la modification le

2020/07/21

(Year, Month, Day) (annee, mois, jour)

These articles are signed in duplicate. Les presents statuts sont signes en double exemplaire.

JAGUAR MINING INC.

(Print name of corporation from Article 1 on page 1) (Veuillez ecrir le nom de la societe de !'article un a la page une).

By/ Par :

(Signature) (Signature)

Hashim Ahmed

Chief Financial Officer

(Description of Office) (Fonction)

By-Laws

[see attached]

JAGUAR MINING INC.

BY-LAW NUMBER 2

A by-law relating generally to the regulation of the affairs of Jaguar Mining Inc.

BE IT ENACTED AND IT IS HEREBY ENACTED as by-law Number 2 of Jaguar Mining Inc. (hereinafter called the "Corporation") as follows:

DEFINITIONS

In this by-law and all other by-laws of the Corporation, unless the context otherwise -1. specifies or requires:

• "Act" means the Business Corporations Act, R.S.O. 1990 c. B.16 (Ontario), as $(a)$ from time to time amended, and every statute that may be substituted therefor, including the regulations made thereunder, and, in the case of such amendment or substitution, any reference in the by-laws of the corporation shall be read as referring to the amended or substituted provisions therefor;
• "articles" means the articles, as from time to time amended, of the Corporation; $(b)$
• "board" means the board of directors of the Corporation: $\left( c \right)$
• "by-law" means any by-law of the Corporation from time to time in force and $(d)$ effect:
• "Corporation" means JAGUAR MINING INC., or any successor thereto if $(e)$ adopted by such successor:
• $(f)$ "director" means an individual occupying the position of director of the board;
• "meeting of shareholders" means an annual meeting of shareholders or a special $\omega$ meeting of shareholders;
• "non-business day" means Saturday, Sunday and any other day that is observed as $(h)$ . a holiday under the laws of Ontario or Canada;
• $(i)$ "Person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in the capacity of trustee, executor, administrator or other legal representative;
• $\ddot{\text{O}}$ "resident Canadian" means a Canadian citizen ordinarily resident in Canada or as otherwise defined in the Act;
• words importing the singular number only shall include the plural and vice versa; $(k)$ words importing the masculine gender shall include the feminine and neuter

genders and vice versa; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of individuals:

• $(1)$ the headings used in any by-law are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions; and
• any term contained in any by-law which is defined in the Act shall have the $(m)$ meaning given to such term in the Act.

$\overline{2}$ . Execution in Counterpart. Any article, notice, resolution, requisition, statement or other document required or permitted to be executed by more than one person for the purposes of the Act may be executed in several documents of like form each of which is executed by one or more of such persons, and such documents, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of the Act.

REGISTERED OFFICE

The Corporation may from time to time (i) by resolution of the board of directors change з. the location of the address of the registered office of the Corporation within a municipality or geographic township, and (ii) by special resolution, change the municipality or geographic township which its registered office is located to another place within Ontario.

CORPORATE SEAL

1. The Corporation may have one or more corporate seals which shall be such as the board of directors may adopt by resolution from time to time. An instrument or agreement executed on behalf of the Corporation is not invalid merely because the Corporate seal, if any, is not affixed thereto.

EXECUTION OF INSTRUMENTS

1. . (1) Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any two of the directors and officers, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors are authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.

(2) The corporate seal of the Corporation may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by an officer or officers, person or persons appointed as aforesaid by resolution of the board of directors.

(3) The term "contracts, documents or instruments in writing" as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, powers of attorney, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings.

(4) The signature or signatures of any officer or director of the Corporation and/or of any other officer or officers, person or persons appointed as aforesaid by resolution of the directors inay, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon all contracts, documents or instruments in writing or bonds, debentures or other securities of the Corporation executed or issued by or on behalf of the Corporation and all contracts, documents or instruments in writing or securities of the Corporation on which the signature or signatures of any of the foregoing officers, directors or persons shall be so reproduced, by authorization by resolution of the directors, shall be deemed to have been manually signed by such officers, directors or persons whose signature or signatures is or are so reproduced and shall be as valid for all intents and purposes as if they had been signed manually and notwithstanding that the officers, directors or persons whose signature $\sim$ or signatures is or are so reproduced may have censed to hold office at the date of delivery or issue of such contracts, documents or instruments in writing or securities of the Corporation.

BANKING ARRANGEMENTS

The banking business of the Corporation, or any part thereof, shall be transacted with 6. such bank, trust company or other firm or body corporate as the board may designate, appoint or authorize from time to time and all such banking business, or any part thereof, shall be transacted on the Corporation's behalf by such one or more officers or other persons as the board may designate, direct or authorize from time to time and to the extent thereby provided.

BORROWING

1. Borrowing. Without limiting to the powers of the board as provided in the Act, but subject to the limitations on the business and powers of the Corporation as may be contained in the articles, the board may from time to time on behalf of the Corporation:

2. $(a)$ borrow money upon the credit of the Corporation;

3. issue, reissue sell or pledge bonds, debentures, notes or other securities or debt $(b)$ obligations of the Corporation;
4. $\langle c \rangle$ to the extent permitted by the Act, give, directly or indirectly, financial assistance to any person by means of a loan, a guarantee or otherwise to secure the performance of an obligation; and

5. $(d)$ mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

6. Delegation. Subject to the Act, the articles and the by-laws, the board may from time to time authorize any director or directors, or officer or officers, of the Corporation, to make arrangements with reference to the money borrowed or to be borrowed as aforesaid, and as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the directors of the Corporation may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.

DIRECTORS

1. Number and Powers. There shall be a board of directors consisting of such fixed number, or minimum and maximum number, of directors as may be set out in the articles or as maybe determined as prescribed by the articles. Where a minimum and maximum number of directors of the Corporation is provided for in its articles, the number of directors of the Corporation and the number of directors to be elected at the annual meeting of the shareholders shall be such number as shall be determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the directors. The directors shall manage the business and affairs of the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the Act, the articles, the by-laws, any special resolution of the Corporation, or by statute expressly directed or required to be done in some other manner.

Vacancies. If the number of directors is increased, the resulting vacancies shall be filled 10. at a meeting of shareholders duly called for that purpose. Notwithstanding the provisions of paragraph 15 of this by-law and subject to the provisions of the Act, if a vacancy should otherwise occur in the board, the remaining directors, if constituting a quorum, may appoint a qualified person to fill the vacancy for the remainder of the term. In the absence of a quorum the remaining directors shall forthwith call a special meeting of shareholders to fill the vacancy pursuant to subsection $124(3)$ of the Aet. Where a vacancy or vacancies exist in the board, the remaining directors may exercise all of the powers of the board so long as a quorum remains in office.

Duties, Every director and officer of the Corporation in exercising his powers and 11. discharging his duties to the Corporation shall Å

• act honestly and in good faith with a view to the best interests of the Corporation; $(a)$ and
• exercise the care, diligence and skill that a reasonably prudent person would $(b)$ exercise in comparable circumstances.

Every director and officer of a corporation shall comply with the Act, the regulations thereunder, the Corporation's articles and by-laws.

Qualification, At least 25% of directors on the board shall be resident Canadians, but if $12.$ the Corporation has fewer than four directors, at least one director shall be a resident Canadian.

No person shall be elected or appoinied a director if that person js less than 18 years of age, has been :found· under the Substitute Decisions Act, 1992 or under the Mental flea/th Act to be incapable of managing property or who has been found incapable by a court in Canada or elsewhere, is not an individual, or has the status of bankrupt. A director need not hole! shares issued by the Corpor<l-tion. At least one-third of the directors of the Corporation shall not be officers or employees of the Corporation or any of its affiliates for so long as the Corporation is an offering· eprporation (as defined under the Act).

1. . Term of office. A director's term of office shali be from the meeting at which he is ~Jecteq or appofrited until the annual meeting next following or until his successor is elected or appointed, or· until, if earlier; he dies or resigns, or is removed or disqualified pursuant to- the provisions of'the Act:

2. Vacation of Office.-The office ofa qircctor ~hall Ipso facto be vacated if

3. (a) he dles;

4. (b) by notice ·j~ writing to the Corporation he resigns his office and such resisnaiion, ifnot effective jmmediately, becomes ~ffective in accordance 'v.ith its terms;
5. {c) he is rerrioved'from office in a~td.arice with section 122 of the Act; or . . .
6. (d) . bec,o~eti di\$qus.I ified under subsect_ion • 18( l) of the Act.

15; Electfon and Removal. ()) Directors sh~H be elected by th~ sharehblders by ordlhary resolution in ann~~I meeti)Jg,_ of sh11reh0Jde~., the number Q( direct-0ts fu b.e eiet..1ed at any spch · meet(h.8 shaJI be tfurt numoer mo.st recently determined ·fn the manner referred to ih Seedon 9-Df the by.;:i~-ws. the electi~n shall be pn a show· of hands unless a ballot is demanded by ilriy. shareholder or required by the chainrian fo accordance with Section 64 hereof. All the directors then in office' shall cease to bold office at the cl6se of the Iileeting of shareholders at which director8 tm~ to be elected. A director jf qualified, ls ~ligible 1fQr r.e-electio11. If iln electi.on of dh·eptors is not held at an annual meeting of sharehoiders at which such election ls required, tl1e lncttmbent direct6rs shall continue ln office until their successors are elected. If ~ meeting of .shareholders fails to elect t~e nu~·er of dire<;tors required by U1e articles or determl)led in :a.ccorcPi.nce whn .s~.h~n.:9' h~tet>rl>y reason .~f the disq~allfication~Jnc.apaeity or d~th of oqo_oi' mor~ ~and.idaies~ tire ttirectors :elected' ~t :that 'in~eti11g, ·irprey constitu~ -~ qiioturn, m11-YilXerciSe .. all th~ ppWet\$ of~e directors '.ofthi:t eoi'POratioi{, buUtit;:h quoi'lfnfpf directotS,.may not fill the. resuitirig ·vacilncy or vaciUlcies and shall fotthwitit cafi a specl11>l meeting of shareholdets to ftif the vacancy· or vacancies and, if they falJ to do, so1 _the meetin~ may be called by any shareholder.

(2) Subject to section~ 120 and 122 pf the Act, the Shar¢boJderS of the Corporation may by ordthaty resolutfon at a. spe~fal me~ting remove any di-t.ecitor :t>etbre the expiration ofhls term ofofflce and may, by~ rnajorlfy of the votes cast at the meeting, elect any person in his stead for the remainder of his tenn,

(3). A l'etiring diree~ot sh~H retain offic-e until the adjournment or termination of the meeting at which his successor is elected unless such meeting was called for the purpose of removing him from office as a director in which case the director so removed shall vacate office forthwith upon the passing of the resolution for his removal.

1. Vacancies. Subject to the Act, a quorum of directors (whether or not the majority of such quorum are resident Canadians) may fill a vacancy among the directors, except a vacancy resulting from,

2. an increase in the number of directors otherwise than an increase in the board of $(a)$ directors pursuant to a special resolution empowering the board to fix the number of directors within a range set out in the articles; or

3. $(b)$ an increase in the maximum number of directors set out in the articles; as the case may be: or
4. a failure to elect the number of directors required to be elected at any meeting of $\left( c\right)$ shareholders.

Validity of Acts. An act by a director or officer is valid notwithstanding an irregularity in 17. his election or appointment or a defect in his qualification.

Action by the Board. The board shall exercise its powers by or pursuant to a by-law or 18. resolution either passed at a meeting of directors at which a quorum is present or consented to bythe signatures of all the directors then in office if constituting a quorum.

MEETINGS OF DIRECTORS

Place of Meeting. Subject to the articles, meetings of directors may be held at any place 19. within or outside Ontario as the directors may from time to time determine. In any financial year of the corporation, a majority of the meetings of the board of directors need not be held at a place within Canada. A meeting of the directors may be convened by the chairman of the board (if any), the president or any director at any time. The secretary shall upon direction of any of the foregoing officers or director convene a meeting of the directors.

Notice. (1) Notice of the time and place for the holding of any such meeting shall be $20.$ delivered, mailed, telegraphed, cabled, telexed, transmitted by facsimile or electronically by email to each director at his latest address as shown on the records of the Corporation not less than two (2) days (exclusive of the day on which the notice is defivered, mailed, telegraphed, cabled, telexed or transmitted by facsimile or electronically by e-mail but inclusive of the day for which notice is given) before the date of the meeting, provided that meetings of the directors may be held at any time without notice if all the directors have waived such notice.

(2) For the first meeting of the board of directors to be held immediately following election of directors at an annual or special meeting of the shareholders, no notice of such meeting need be given to the newly elected or appointed director or directors in order for the meeting duly constituted, provided a quorum of the directors is present.

(3) A notice of n meeting of directors shall specify any matter referred to in .subsection 127(3) of the Act that is to be dealt with at the ineeting but, unless a by•law otherwise pmvides, must not otherwise specify the purpose of or the business to be transacted at the meeting.

2 J. Waiver of Notice. Notice of any meeting of the directors or any cbhunittee of directors or any irregularity in any mee.ting or in the notice thereof may be waived by ai1y director in any manner, and such waiver may ·be vaJidly give.n either before or after tJ1e meeting to which such waiver relates; The attendance of a direct9r at a meeting of directors is a waiver of notice of the meeting except where a director attends a meethig ·for the express pul'pOse .of obj ectin_g to the transaction of any ~usiness ()n ·the grounds that the meeting is not lawfully called and make such objection at the commencement of the meeting.

1. . Telephone Partic.jpation. A director may participate 1n a' meeting of directors w a cqmmittee of directors by mean~ of such telephone or. -Other coQ1ll1:unJcatiQn facjJjties that permit ·persons participating in the . meeting to communicate with each other simultaneously a:nd i11stantaneously, if ii.If the directors present at or pruticipating in the meeting consent to the holding of meetings in such mtuiner.

2. Adjournment .. Any ineetfng of the directors may be. adjourned from time to time by the chafrman of~ meeting, with the oonseilt of the meeting, to a fj?{eq time· and place and notice of the time and place for the ~ontfnuanee of the. adjolli'ned. rneeting neeQ. not be giveri to any directdrs. if th~ time and place of the n,djoUi'ned mee~ing is ann9unced at the origiual meeting. Any, adjourned meeting shall be, duly oonst_ituted if held in a¢eori:tarice with the terms Of the adjpur~ln¢nt and it a quorum J.s present theteai. The. direcio~. w~9.· fo~ed a qi.tori.Im at the original meeting· n~ed not form th¢. .,~orum at the, lil,djowned' meeting; If there is Ilg qtiorum present at the adjqµm!@ ,ineetiog, th¢' original meeting snail be deemed to ha~ ~ermiQated forthwith after !ts adjournment · - · · · · ·

24. Ouorum and V9tiilg. Subject w th¢ artides, a majority of ditec;:rors sha11 eonstifute a quorum for the transaction of business at a11y meeting of directors. No b1.1sine8S shall be tnmsnctetl by the directqrs e~cept ~t. ~ meeting .of c.iirectors at which a quorwn of the. boani is present.. Questions arising a.t arty me~ting of the directors snail be decided oy a inaJorlty of votes cast. ltk ease. .of an equality of votes; the chairman of the meeting ~ban not have a se~oncf ar casting vote. Any qu~stfon ~t ~meeting of th~ board shall be decided by~ show of hands unless a , hallo~. ts reqift(ed of demanded~ ·wh~ the ¢orporatian· has. 6n.JY: o.ne. dfrectort. that diteetqr may. tio\$~Hute ~ irteetirigf · . · . · . . · .; · ·· • · . · · . : · ; . · .

1. · Chftirmap and Secretary. The· chairman of the board or, in the absence of the ehairinanr. the pre\$ident if a diteCtOr ot i in the .absence of the president, a vi~preiident \vl10 ls a director shall be ch~innan of any mee:tJng {If the board. If none E>fthe said offieers is present, theditectQ1':l present shall choose Gn¢ of the it n.umber t.Q be ch~ittnim. 'the secretatY of the Corporation shall act as secretary atany meeting of the board. and, if the secretary of the Corporation be ilbsent, tfie chairman Qf the meeting shall appoint a pel'Son WhQ need iiot be a dfrector to act as secretary of the meeting. ··

2. First Meeting of New Board. Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting following the meeting of shareholders at which such board is elected.

3. Regular Meetings. The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution by the board fixing the time and place of regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting.

Resolution in Lieu of Meeting. A resolution in writing, signed by all the directors or 28. signed counterparts of such resolution by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or a committee of directors duly called, constituted and held. A copy of every such resolution or counterpart thereof shall be kept with the minutes of the proceedings of the directors or such committee of directors.

1. Conflict of Interest. Subject to and in accordance with the provisions of the Act, a director or officer of the Corporation who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, or is a director or an officer of or has a material interest in any person who is a party to a material transaction with the Corporation, shall disclose in writing to the Corporation or request to have entered in the minutes of meetings of directors the nature and extent of such interest, and any such director shall refrain from voting in respect thereof unless otherwise permitted by the Act.

REMUNERATION OF DIRECTORS

Subject to the articles, the remuneration to be paid to the directors shall be such as the 30. board of directors shall from time to time determine and such remuneration shall be in addition to the salary paid to any officer of the Corporation who is also a member of the board of directors. The directors may also by resolution award special remuneration to any director undertaking any special services on the Corporation's behalf other than the routine work ordinarily required of a director by the Corporation. The confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation.

SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL

$31.$ The directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any annual meeting of the shareholders or at any special meeting happen by or through his failure to exercise the powers and to discharge the duties of his office or the shareholders called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified or confirmed by resolution passed by a majority of the votes east at any such meeting (unless any different or additional requirement is imposed by the Act or by the articles or any other by-law) shall be as valid and as binding upon the Corporation

and upon all the shareholders as though it had been approved, ratified and/or confirmed by every shareholder the Corporation.

FOR THE PROTECTION OF DIRECTORS AND OFFICERS

$32.$ No director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee of the Corporation or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the board of directors 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 or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects of the Corporation shall be fodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen to the Corporation in the execution of the duties of his respective office of trust or in relation thereto, unless the same shall honestly, in good faith with a view to the best interests of the Corporation, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a director of officer from the duty to act in accordance with the Act or regulations made thereunder or relieve him from liability for a breach thereof. The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board of directors. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation, the fact of his being a shareholder, director or officer of the Corporation shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

INDEMNITIES TO DIRECTORS AND OTHERS

1. Subject to the provisions of section 136 of the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.

2. The Corporation may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 33, but the individual shall repay the money if the individual does not fulfil the conditions set out in Section 35,

3. The Corporation shall nol indemnif)• iu1 individual u11der Section 33 unless the individmil 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 the individual acted as a director or officer or h1 a similar capacity at the Corporation's request.

Jn addition, if the matter is a criminal or administrative action or proceeding that is enforced by a monetai"y penalty, the corporation shall not Jrtdeinnify an individual under Section 33 unless the indi"vidual had reasonable grounds for believing that the individual's conduct was lawful. ·

COMMITTEES.

1. Audit Committee. Unless authorized to dispense with an audit committee pursuant to subsedtio!l 158( 1.1) of the Act, the board shall elect annually from among their number an audit committee .to be composed .of not fewer ~han three directors; a. majorlty of.whom arc not officers or employees of the Corporation or any ofits affiliates. ·

Each member of the Audit Committee shall serve during the pleasure of the board and .• in any event,. qnly so long as he shall l;ie a ·qlrector. The directors may flll vacancies in tbe Audit Committee by election fron'i 11mong their number. · ·

'rh~ Audit' Co~1mittee ,sh,all have power to fix. its quor:um at not less than a majo:iHy of its members a!)d to deterriline i~ ()Wn rules ofproeedure subject to any regulations imposed by the . bt>ard from time to time and to the following· paragraph. ·

. . T.fle i:tud.itor qfthe Corporation· is entitled.to tecc:>ive.noti~ of every meetin~ 9f the Audit ·con1~n'it~ ~nd, at the ~~pense. ofthe Corpo~tfon. io ~tend anq be.heard thereat; and, if so requested 'by' a member Df the Audit Committee. slfall attend every meeting of the ·committee held during the term of office of thQ ::tudltor. Tile auditor of the Corporation or any member of the Audit Committee may cail a meeting of the Committee.

37, Dele~tion, (1) The board may appoint, from theirnumber, a committee or committees of director.s; however .designated; and delegate to such ooounittee or committees any of the powets .of the board exc!.!pt powers to.; · .· ·,. . • . ... ~ . t' .. . . ·. . .. • .

• (d) . su].>init to: the shareholders· ~Y question & matter _requiring the approval ofthe ;sha~eholders; · · · · · '
• (e) fill a vacancy among the directors or in the office of aµdltor, or appolnL or remove any of the chiefexecutiw officer; however designated, the chief financial officer, however designated, the chairman ofthe board or the president of the corporation;
• (f) subject to section .184 of the Act, issue securities except in the manner and cm the tenns autlJodzed by the dir~tors;
• (g) declare dividends;

• (h) purchase, redeem or otherwise acquire shtrres issued by the Cdrporationi

• $(i)$ pay a commission for the sale of shares of the Corporation;

• $(i)$ approve a management information circular referred to in Part VIII of the Act;
• approve a take-over bid or directors' circular or issuer bid circular referred to in (k) Part XX of the Securities Act:
• approve any financial statements referred to in clause 154(1)(b) of the Act and $(1)$ Part XVIII of the Securities Act;
• approve an amalgamation under section 177 of the Act; or $(m)$
• $(n)$ adopt, amend or repeal by-laws.

(2) A majority of the members of any such committee shall be resident Canadians.

Transaction of Business. The powers of a committee of directors may be exercised by a 38. meeting at which a quorum is present or by resolution in writing signed by all the 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 and, subject to the provisions of Section 22 which shall be applicable mutatis mutandis, may be held by means of telephone or other communications equipment.

Procedure. Unless otherwise determined by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

OFFICERS

1. Appointment of Officers. Subject to the articles, the board may from time to time appoint a chairman of the board; a vice-chairman, a managing director (who shall be a resident Canadian), a president, one or more vice-presidents, a secretary, a treasurer and such other officers as the board may deter mine, including one or more assistants to any of the officers so appointed. The board may specify the duties of such officers and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation other than any of the powers listed in Section 37. Except for a managing director and a chairman of the board, an officer need not be a director and one person may hold more than one office.

2. Remuneration and Removal of Officers. Subject to the articles, the remuneration of all officers, employees and agents appointed by the directors may be determined from time to time by resolution of the directors. The fact that any officer, employee or agent is a director or shareholder of the Corporation shall not disqualify him from receiving such remuneration as may be so determined. The directors may by resolution remove any officer, employee or agent at any time, with or without cause.

Duties of Officers may be Delegated. In case of the absence or inability or refusal to act 42. of any officer of the Corporation or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

Chairman of the Board. The chairman of the board (if any) shall, if present, preside at all 43. meetings of the directors. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by resolution of the directors.

1. President. The president shall be the chief executive officer of the Corporation and shall exercise general supervision over the business and affairs of the Corporation. In the absence of the chairman of the board, or if the chairman of the board be not appointed, the president shall (i) preside at all meetings of the directors, and (ii) act as chairman of all meetings of the shareholders of the Corporation. The president shall also (i) sign such contracts, documents or instruments in writing as require his signature and (ii) have such other powers and perform such other duties as may from time to time be assigned to him by resolution of the directors or as incident to his office.

Vice-President. The vice-president (If any) or, if more than one, the vice-presidents in 45. order of seniority, shall be vested with all the powers and shall perform all the duties of the president in the absence or inability or refusal to act of the president.

The vice-president or, if more than one, the vice-presidents in order of sentority, shall sign such contracts, documents or instruments in writing as require his or their signatures and shall also have such other powers and duties as may from time to time be assigned to him or them by resolution of the directors,

1. Secretary. The secretary shall give or cause to be given notices for all meetings of the directors or committees thereof (if any) and of shareholders when directed to do so, and shall have charge, subject to the provisions of Section 29 and 49 hereof, of the records referred to in section 140 of the Act and of the corporate seal or seals (if any). He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by resolution of the directors or as are incident to his office.

2. Treasurer. Subject to the provisions of any resolution of the directors, the treasurer (if any) shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such other depositary or depositaries as the directors may by resolution direct. He shall prepare, maintain and keep or cause to be kept adequate books of accounts and accounting records. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by resolution of the directors or as are incident to has office. He may be required to give such bond for the faithful performance of his duties as the directors in their uncontrolled discretion may require, but no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.

3. Assistant Secretary and Assistant Treasurer. The assistant secretary or, if more than one, the assistant secretaries in order of seniority, and the assistant treasurer or, if more than one, the assistant treasurers in order of seniority (if any), shall respectively perform all the duties of the secretary and treasurer, respectively, in the absence or inability to act of the secretary or treasurer as the case may be. The assistant secretary or assistant secretaries, if more than one, and the assistant treasurer or assistant treasurers, if more than one, shall sign such contracts, documents or instruments in writing as require his or their signatures respectively and shall have such other powers and duties as may from time to time be assigned to there by resolution of the directors.

Managing Director. The directors may from time to time appoint from their number a 49. managing director and may delegate to him any of the powers of the directors except as provided in subsection 127(3) of the Act. The managing director shall conform to all lawful orders given to him by the directors and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Corporation. Any agent or employee appointed by the managing director shall be subject to discharge by the board.

Agents and Attorneys. The board shall have the power from time to time to appoint 50. agents or attorneys for the Corporation in or out of Ontario with such powers of management or otherwise (including the power to sub-delegate) as the board may determine.

Conflict of Interest. An officer shall disclose an interest in any material contract or $51.$ transaction or proposed material contract or transaction with the Corporation in accordance with Section 29 hereof.

1. Vacancies. If the office of chairman of the board, president, vice-president, secretary, assistant secretary, treasurer, assistant treasurer, or any other office created by the directorspursuant to Section 40 hereof, shall be or become vacant by reason of death, resignation, removal or in any other manner whatsoever, the directors may, subject to Section 16 hereof, appoint another person to fill such vacancy.

SHAREHOLDERS' MEETING

1. Annual Meeting, Subject to compliance with section 94 of the Act, the annual meeting of the shareholders shall be convened on such day in each year and at such time as the directors may by resolution determine. $\frac{1}{2}$

2. Special Meetings. (1) Special meetings of the shareholders may be convened by order of the chairman of the board, the president or a vice-president or by the directors, to be held at such time and place as may be specified in such order.

(2) Shareholders holding between them not less than five percent (5%) of the issued shares of the Corporation that carry the right to yote at a meeting sought to be held may requisition the directors to call a meeting of shareholders. Such requisition shall state the business to be transacted at the meeting and shall be sent to each director and the registered office of the Corporation.

(3) Except as otherwise provided in subsection 105(3) of the Act, it shall be the duty of the directors on receipt of such requisition, to cause such meeting to be called by the secretary of. the Corporation.

$(4)$ If the directors do not, within twenty-one $(21)$ days after receiving such requisition call such meeting, any shareholder who signed the requisition may call the meeting.

1. Place of Meetings. Meetings of shareholders of the Corporation shall be held at such place in or outside Ontario as the directors may determine, or in the absence of such determination, at the registered office of the Corporation,

Notice. (1) Subject to the articles, a printed, written or typewritten notice stating the day, 56. hour, place of meeting, the general nature of the business to be transacted and, if special business is to be transacted thereat, stating

• the nature of that business in sufficient detail to permit the shareholder to form a $(g)$ reasoned judgment thereon; and
• the text of any special resolution to be submitted to the meeting, $(h)$ .

shall be sent to each person who is entitled to notice of such meeting and who on the record date for notice appears on the records of the Corporation or its transfer agent as a shareholder and to each director of the Corporation and the auditor of the Corporation, if any, personally, by sending such notice by prepaid mail or in such other manner as provided by by-law for the giving of notice, not less than twenty-one $(21)$ days nor more than $\hat{n}f(y|50)$ days before the meeting. If such notice is sent by mail it shall be addressed to the latest address of each such person as shown in the records of the Corporation or its transfer agent, or if no address is shown therein, then to the last address of each such person known to the secretary.

(2) The auditor of the Corporation, if any, is entitled to attend any meeting of shareholders of the Corporation and to receive all notices and other communications relating to any such meeting that a shareholder is entitled to receive.

Waiver of Notice. A meeting of shareholders may be held for any purpose at any time 57. and at any place without notice if all the shareholders entitled to notice of such meeting are present in person or represented by proxy at the meeting (except where the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the shareholders entitled to notice of such meeting and not present in person nor represented by proxy thereat waive notice of the meeting. Notice of any meeting of shareholders or any irregularity in any such meeting or in the notice thereof may be walved by any shareholder, the duly appointed proxy of any shareholder, any directors or the auditor of the Corporation in writing, by telegram, cable, telex or facsimile addressed to the Corporation or by any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relates.

Record Date. (1) The directors may by resolution fix in advance a date as the record date 58. for the determination of shareholders

• (i} entitled to receiv~ paymeiH of a dividend;
• (j) entitled to participate in a liquidation distribution; or
• (k) for any other purpose· except the right tp receive notice of 01· to vote at a meeting of shareholders, ·

but such record date sha1J not precede by more than fifty (50) days the particular action to be t11.ken. · · ·

(2) The directors may by resoh'ition also fix in advanee the date as the record date for the determination of shareholders entitled to receive notice of a meeting of shllreholders, but such rccord'date shall not pre~ede by more than sixty (60) days or by less" than thirty (30) days the date on which the meeting is to be held. · ·

• (3) If no reeord date is' flxed1
• (a) the r~cord date for the deterinlnatiott of ~ba1·eholders entitled to receive i:iotlce of a meeting of shareholders shall be
• (i) . at the close _of business on the day immedia~ely preeeding the day on which the notle1:: is. giv~n; or
• (ii) if no notice is given, the day O'n which tlie mee'ting is held; and
• (b) the. reeord ~ate for t~e det¢rminaclon of.shareholders for any pur~se other tht)n to. ~siabHsh. a \$harehe>Jdets tight tQ receive-notice .or a meeting or to v<;>te above or.to \Tog:: sha.11 be at the close of business on the day on which the directors pass the resoiut1on relating thereto. · ·

59. Notice of Date. If a reeord date Is fixed, unless notice of the record date is waived in writing by every holder of a share of the class Qr \$eries affected 'Wftose· name is set out in the securities register at the .elbse of' buslness oh th~. day. the ~irectors f1;.x the recai'Q date; notice thereofS~all be given, not less than seven days before the date so fixed;

• (e) • by atlv~ttise1nent ~ti ~- J_iewspaPe.t P.ublf ~ed or distributed ln tJ1e pJaQ} whece the · ®tporatfon pas !~ reffett:rrd pffi~~ Wid ini each place in (;ari~da. whet-¢ it _has a. ' transfetagent or where a transfer 6f Jts sh4res may be recnrded.; and

• {d) by written notice to each stock e~change . in Canada on which the shares of .the corporation are listed for trading.

• List of Sh.ateholders Entitled to .N6tice~ For ¢very meeting of shareholders, the Corporation ~all prepare a Ust of shareholders entitled to r¢Cetve n~tice of tJie meeting, arranged in alphabetical order and showing the number of shares entitled to be voted at the meeting held by each shareholder. If a record date for the meeting is fixe:ci, such Hst shaU be prepared as of such record date and not later than 10 days after such record date. If no record date is fixed, such list shall be prepared as of the close of business en the date immediately preceding the day en

which the notice of the meeting is given and shall be prepared at such time. The list shall be available tbr examination by any sharetmlder during usual business hours at the registered office of the Corporation or at the place where its central securities register is maintained and at the meeting for which· ihe list is prepared. Notwithstanding the foregoing, where no notice of meeting is given, such list shall be prepared as of the day oi1 which the meeting is held and so that it ls available at such meeting.

1. Chainnan and Secretary'. The chairman of the board or, in the absence of the chairman, the president or, il1 the absence of the president, tile vice-chairman or, in the absence or"the vicechairman, a viee-presideni shall be chairman of any meeting of shareholders and, jf none of the said officer~ be present within IS minutes after the. time appointed for hold.ing the meeting, the shareholders present enUtled to vot<; shall choose imPtlier direc.tor a11.chairman of the meeting and if no. director is prescn~ or {f ~JI the djrectots · p_resent decline to take the chair then the sh!lrehoJders or proxyholders present shall choose one of their number to be cha-innan. The secretary of the. Corporation shall aet as s~retary at any meeting of shareholders or, if the secretary of the Corporation be absent, the chairman of t11e meeting shail appofot some person, who need nqt be a shareholder; t9 -act as· secretary of the meeting. If desired, one· or more scrutineers, who need not be sharepolders, may be appointed by resolution or bf the chairman with the c.dnsent of the ineetfog. · ·

2. . Persons lfo.~itled io be Present. ·fhe only'peq:ion~ entitled to, be present at a meeting of shateht>lders shall ~e those entitled to vote thereat; the directors .atld: auditol'S of the Corp0ration anii others Who, although ·not entitled to vote; .are entitled Qr required u~der any provisfon .of the Act or the: iJrlicles or by·law~ to be pr~sent at the-.meeting. Any other pers.on may- be agmjtted. only on the invi_tation ofth.e·chainnai1 of the ~eeting or wlth1h~ co1fsei1t_ of the 111eeting,

63: Right to Vote, At any i:neeting of share~o1ders. evecy person Who is named in ihe Ji st referred to in Section 60' ·shalf be :entitled to vote the shares shown therelon opposite his name at the.meeting to which th¢ list relates.

64, Voting. (1) Votes at meetings of the sbar.eholde~ may be given either personally or by proxy. At evecy meeting at which he fs entitied to vote, every shareholder p~ent in pers0n and every proxyholdet ,Shall have one (i) vt>te 6n a show ofhs.nds. Upon a p~Jl atwhich he is ei1titled to-vote, every. sbareholder present in p.eri;ori or t>Y. proxy shall (subjeet to the provisions, if any. pf th~ articles) ha,veon~ (l) tote forev~ sh~e~egisteted In hi~ napre .

. · (2) Voting. at a· m~tingof s1;i~hofdets·~1ul11 bf; by' sho~ of hand& ~ic~p~ where a h11lfot ·· is demanded by .ii shareholder or proxyhoid'et entitied to 'vote at the meeting. A shareholder or proxyhoJder may demand ~ baJJot either before-Qr after any vote by show of hands. In cas~ of an equality of votes the chairman of the meeting shalf not have f1 second or casting vo~ in addition to the .vote otvotes tO which he lllay be entitled as a shaRJholder or prox)tholder.

(3} At any meeting, tin less a balh:>t IS demanded, a declaration by the chairman of the meetlhg that a resoii.ttion has been carried or eartfod unanhnously or by a pilrtlcuiar majority or lost or not carried by a particular majority shall be conclusive evidence- of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

( 4) On any question proposed for consideration at a meeting of shareholders, and whether or not it ~how of hands has been taken thereon, Lhe chairman may require, or any shareholder or proxyholder entitled to vote at the meeting may demand, a ballot. A ballot so required or demanded shaJJ be taken.in such manner as the chairman shall direct A requirement or demand for a ballot tnay be withdrawn at any time prior to the taking of the ballot. If a balfot is taken eacl1 person pi·esent s11all be entitled, in respect of the shares which the person is entitled to V~.)te at the meeting upon the question, to that number of votes provided by the Act or the articles· and the result of the ballot s<f ta)s:en shall be the decision of ihe shareholders upon the said 9uestion.

(S) If at any meeting a ballot is demanded on the election of a: chainnan or 011 the question of adjournment or termination it shall be taken forthwith Without adjournment. If a ballot is demandtld on ·any other q:uestion or as to the election ·of directors It shall be taken in such manner and. either at ptice. qr later at the meeting or at art a~jotimed meeting as th~ chairman of the meetin~ ditec:ts. The result of a hal!ot ~hall be deemed fu be the resolution of the meeting at whieh the ballot was demanded. A demand for a ballot ~ay be withdrawn.

(6) Where a person holds shares as a personai repteseiltativ~; such person or his proxy is the pers0n entitied to vote at al'l me~ting~ ofsbatehoJders in respecto~the shares so held by him.

(7).Where a person mongages or hypothecateshis shares, such person or his proxy is the person entitled to vote at all meeting.s of shareholders in regpect of such shares unless, in the fo~ment creating the l!lortg.age or hypotbec. such peysQn has expr~l)'. empQwered, the person . holding the mortgage or hypo thee to. Y<)te 4t respe~t. ()f Si.I.Ch \$h{i~ i~ Whfoh case; and s.ubject tO the arti!';les, s~ch holder or has prox.;y is the person entitled toyote hi resp~ct Qf the shwes.

·. · {8) Whe~ tWo or rriote pers6ns·hQld the same sbat~ :Or shlui-:s jolntly;'any one of.such persons j)resent at' a meeting ot shar:~bold~rs has 'fue rlght, in the absence of the either or o~hers. to ' vote in respect of such share Cit' shar®t but ifinore th~n Otte Of such pe~orls are present or represented by proxy and vote, they shali vote together as one eh the share or shares Jointly held by them. ·

1. proxies, (1) A shareholder, including a shareholder that js. a bc,dy corporate, entitled to vote at a meeting Of shareholders may by means of a· proxy appoint a proxyho.ider or on~ ol' mote aftemaie pi:o~holders, none of whom are·require.d «>be: a shar~hoider of ~e Corporation, which prnxybold.ers shall .have all the rights of' th.e· shatebOlder ~ attend And act: at the meeting In the pJ~ce a~ ~¢ad of th~ ·shareholder exQepi to the e~1*nt 1tmite4 by the PiP?"Y· · · · ' . . . .

(2) An instrurtient'~ppointing a prQxy \$hall be: in W.rliilig and shall be executed by the shar¢hoider OJ by his attorney authorized in wrltirig or~ if the shareh<>lcrer is a body corporate, either under its seai ()t by an officer or attmney' thereof, duly authorized, A proxy appoihting a proxyholder to attend and.act at a meeting of shareholders oeases to be valid· one year from Its dat"'.·

. (3) Unless the Act requires another form,, an instrument app<>inting a proxy-holder may be in the following form: ·

"The undersigned shareholder of! hereby ap.,ofots !.. of!. or failing him, .! of! as. the proxy of the tmdersigi1ed to attend and act for and on behalf of the undersigned at the !

meeting of the shareholders of the said corporation to be held on the $\bullet$ day of $\bullet$ , 20 $\bullet$ , and at any adjournment thereof to the same extent and with the same power and authority as if the undersigned were personally present at the said meeting or such adjournment thereof.

Dated the $\bullet$ day of $\bullet$ , 20 $\bullet$ .

Signature of Shareholder

NOTE:

This form of proxy must be signed by a shareholder or his attorney authorized in writing or, if the shareholder is a body corporate, either under its seal or by an officer or attorney thereof duly authorized."

1. Time for Deposit of Proxies. The directors may by resolution fix a time not exceeding 48 hours excluding non-business days, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at that 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 may be used at the meeting 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 is specified in such notice, it shall have been received by the secretary of the Corporation or by the chairman of the meeting or adjournment thereof prior to the time of voting.

Votes to Govern. Except as otherwise required by the Act, all questions proposed for the 67. consideration of shareholders at a meeting of shareholders shall be determined by the majority of the votes cast, whether by a show of hands or by ballot, as the case may be.

1. Adjournment. (1) The chairman of the meeting may with the consent of the meeting adjourn any meeting of shareholders from time to time to a fixed time and place. If a meeting of shareholders is adjourned for less than thirty $(30)$ days, it is not necessary to give notice of the adjourned meeting other than by announcement at the earlier meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting shall be given as for an original meeting.

(2) Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present at the opening thereat. The persons who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the opening of the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

1. $Quorum.$ (1) The holder or holders of fifteen (15%) percent of the shares entitled to vote present in person or represented by proxy shall constitute a quorum, irrespective of the numbers of persons actually present at the meeting.

(2) lf a quorum is present at the opening of a meeting of shareholders, the shareholders present in person or represented by proxy may proceed with I.he business of the meeting notwithstanding that a quorum is not present throughout the meeting.

(3) If a quorum ·is not present at the time appointed for a meeting of shareholders, or within such reasonable time thereafter ns · the shareholders present may detennine, the shareholders present in person or represented by proxy may adjourn the meeting to u fixed time and place but n9t transact any other business.

1. Resolutfori in Lieu of Meeting. Except where a Written statement is submitt~d by· a director or where representations In wriiing are submitted by an auditor in accordance with the provisfons bf the Act, a resolution in writing signed by all the shareholders entitled to vote on· that resolution at a meeting of shareholders is as valid as lf'it had beep passed at a meeting of the shareholders: and a resolution irt writlng d¢aling with aJJ -matters required to be dealt with at a mectii1g of shareholders, and signed by all ·the shareholders entitled io. vote at si1ch meeting, satisfies all the requirements of the Act relating to meetings ofshareholders.

11:. Telephone farticipatiou. A shareholder may participate in a meeting of shareholder.S or of a coininittee of shareholders by means of .such teiephoJ!e or other ·co1nmunica.tion fa:ci.lities that pennit all persons participating in the meeting to communicate with e.ach other siiriultanepusly arid instantaneously, arid a shareholder participating in such a meeting by such ~ea.tis .shall be deemed to be present at that meeting. · ·

SECURIT1ESANDTMNSFERS

72. Shares. Subject to the articles, and tQ tj1e .P~visions ofihe Act, slisres in. th~ C~rporatfon may be Issued at such times at)d to !illch· perscyns. or cia~s of persons and for sue.h qoosideration. as the directors may d~teimine. · ·· · · ·· · '

1. Options or Right§. Subject to the ~icles, and to the provisions of the Act, the board may from time tO- time- issue or grant op.dons to purchas~ ot rights to acquire u.nf ssued shares of the Corporation at such times and to suc1t petSons a1Jd for ~t1ch c:Onslde,ration as the board ~h1:1il (I"etermine·, · · · · · ·

'·14. . ctimmissiqns, Th~ ~atd 'hlay from tlm~>to tiitl~. ~Qlli<>ri~ the q>rpor.fitiqn W..· p~y a : ~asomi.hl~ ~otrimission ·ro ltii)r person fo consid'~miiofi otfils pt:®hasing or iigteeina to ptitt:nas~ sha'res o.f the Co~ration~, whether from ihe Cotpotil.tion or from any other pei:Son, oi ProcQring ol' agteelng to prcicure purchasers for any such shares, ·

1. Securitfos Records. The Cotpotatio11. shall prepar~ ~n4 rt)aihtairi, .!It its registercp office or at any other place in Ontado de~lgl'iated by Ute boaf!!J a securiti\$s register in which it reoords the secu~ities issued by it in registered form, showing with :respect to. each class or series of securities:

(a) the names. aiphabetically arranged; of each person who:

• (i) ls or has been wi111in six years registered as a shareholder of the Corporation, the address including, without limitation, the street and number, if any, of every such person while a holder and the number and class of shares registered in the name of such holder; . .
• (ii) is or has been within six years registered as a·holder of debt obligations of the Corporation, the address including, Witho1.1t limitation, the street and number, ,ifany, of every such person while a. holder and the cia~ or series and p:rindpal amount of the debt obligations registered ln the name ofsuch holder; or ·
• (iii) is or has been within ·s1x years registered as a holder of warrants· of the Corporation, other than warrants exereisable within on~ year from the date of issue, the addl"t'ss hicludU1g, without Hmitation; the street aJJd number, if any•· of every such. person while· a registered holder and the class or series ahd number of warn~nts registered in the name of such !lo Ider; and

(b) the date and particuiars Of the issue of each secudty and warrant.

76.. Register of Transfets:. The Corporation shall cause to be kept a register pf transfers in wbfoh ·all transfers of secudties issued by the Corporation in registered forin and the date 11nd dtfler partic~lars of each trl!-nsfer sh11ll be set out. .

1. . Registration of transfers, \$ubjeet t<> th~ Aci,. no . .tr:~nsfedif a ~hare s.h~n b~ r~gls~red in a ~ecqrities. regis.ter except on p~entati()p pf tfi¢ peqiffoat~ reprewnJiJig such share with an end9rs~ment'whfob. complies with tJie A¢t .l'l),acl(S. on. or d~ilvered With i~ duly ex~cuted by an appropriate per.sql'l as·pr.Ovided 1'.Y *~ A~H.198ethe~; witb .such: rea~oru\bfQ. nss~ranc~ that the endotse.mQ?t ,Js genuine and effecliye as the ho~ m? ft<}m time to. ~i,he prescribf• on. 'Pfl(.lrieni · of all applical>le taxes and any reasonable fees pte\$cr19ed by the board, on comphance with the restrictions ori issue; transfer or ownership authorized by the attk:Jes. ·.

2. Transfer Agents and Registrars. The board may from tin,:e fo tirue; in respeet of each class of securities issued by it, appoinh~ne or mote trustees, tramfer or other agentsio keep the securities regtster arjcl the ~eglstet of transfers. and a regfatOO", t;rustee or agent to maintain a : cential sectiri~~ register o.f iss~ed se1;mtfty'.petfltl~~tes. aijd p.liY !ippoih~ f.lne et mO.te persons: pr ag¢nts tQ keep branch ·registers~ and; subjcet tQ th~· A.Qt,. one ~r.@n may be ~ppoint¢4 w ~~~ th~. seC.utities re~lster, registet ~t ~hsfem ~ti th¢ i~ords o:f isiued seeurity t:effi~eates. ·such: a person niay ~ designated as transfer agent or registr.tir acoording to its fUiictj0tis and one person may be designated both registrar and trRtis.fet Ment. The board may at>' any time terminate such: appointment

19. Non-Recognition of TrustS. Subjeet ki the Act, the Corpnration may· treat the .registered holder of any share as the person exclusively entitled to vote. tQ receive notices, to receive ally clividend or other payment in respect of the shate Md otherwise to exercise all the rights and powers of an ownerofthe share.

So. Secul'ity Instn.imems;. Every holder of one ot mere securities of the Corporation shali be entitled, at the holder's ppti(')n, to a security certiiicat.¢ fo respect of the securities held by that

person or to a non-transferable written acknowledgement of that person's right to obtain a security certificate, stating the number and class or series of shares held by that person as shown on the securities register, Security certificates and acknowledgments of a shareholder's right to a security certificate, respectively, shall be in such form as the board may from time to time approve. Unless otherwise ordered by the board, security certificates shall be signed by any one of:

the chairman of the board, the president, the managing director, a vice-president $(a)$ or a director.

and any one of:

$(b)$ the secretary, treasurer, any assistant secretary or any assistant treasurer or a director.

and need not be under corporate seal. Signatures of signing officers may be printed or mechanically reproduced in facsimile upon security certificates and every such facsimile shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation; provided that at least one director or officer of the Corporation shall manually sign each certificate (other than a scrip certificate or a certificate representing a fractional share or a warrant or a promissory note that is not issued under a trust indenture) in the absence of a manual signature thereon of a duly appointed transfer agent, registrar, branch transfer agent or issuing or other authenticating agent of the Corporation or trustee who certifies it in accordance with a trust indenture. A security certificate executed as aforesaid shall be valid notwithstanding that an officer whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.

Replacement of Security Certificates. (1) Subject to the provisions of the Act, the board 81. or any officer or agent designated by the board may in the discretion of the board or that person direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate claimed to have been lost, apparently destroyed or wrongfully taken on payment of such fee, prescribed by or in accordance with the Act, 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.

(2) Joint Sharcholders. 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 of that share and delivery of such certificate to one of those persons shall be sufficient delivery to all of them. Any one of those persons may give effectual receipts for the certificate issued in respect of it or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of that share.

(3) 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 of the death or to make any dividend or other payments in respect of the share except on production of all such documents as may be required by law and on compliance with the reasonable requirements of the Corporation and its transfer agents.

Certificates. The certificates (and the form of stock transfer power on the reverse side $82.$ thereof) shall be in such form as the directors may from time to time by resolution determine.

Such certificates shall be signed manually by at least one director or officer of the Corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the Corporation, and any $\mathbb{F}$ additional signatures required on a share certificate may be printed or otherwise mechanically reproduced thereon. If a share certificate contains a printed or mechanically reproduced signature of a person, the Corporation may issue the share certificate notwithstanding that the person has ceased to be a director or an officer of the Corporation, and the share certificate is as valid as if he were a director or an officer at the date of its issue.

$83.$ Surrender of Share Certificates. Subject to the provisions of the Securities Transfer Act, 2006, no transfer of a share issued by the Corporation shall be recorded or registered unless and until either (i) the certificate representing the share to be transferred has been surrendered and cancelled or, (ii) if no certificate has been issued by the Corporation in respect of such share, a duly executed share transfer power in respect thereof has been presented for registration.

1. Defaced, Destroyed, Stolen or Lost Certificates. If the defacement, destruction or apparent destruction, theft, or other wrongful taking or loss of a share certificate is reported by the owner thereof to the Corporation or to a registrar, branch registrar, transfer agent or branch transfer agent of the Corporation (hereinafter, in this paragraph, called the "Corporation's transfer agent") and such owner gives to the Corporation or the Corporation's transfer agent a written statement verified by oath or statutory declaration as to the defacement, destruction or apparent destruction, theft, or other wrongful taking or loss and the circumstances concerning the same, a request for the issuance of a new certificate to replace the one so defaced, destroyed, wrongfully taken or lost and a bond of a surety company (or other security approved by the directors) in such form as is approved by the directors or by the chairman of the board, the president, a vicepresident, the secretary or the treasurer of the Corporation, indemnifying the Corporation (and time Corporation's transfer agent, if any), against all loss, damage or expense, which the Corporation and/or the Corporation's transfer agent may softer or be liable for by reason of the issuance of a new certificate to such shareholder, a new certificate may be issued in replacement of the one defaced, destroyed or apparently destroyed, stolen or otherwise wrongfully taken or lost, if such issuance is ordered and authorized by any one of the chairman of the board, the president, a vice-president, the secretary or the treasurer of the Corporation or by resolution of the directors.

DIVIDENDS

Declaration and Payment of Dividends. (1) Subject to the following subparagraph (2), the 85. directors may from time to time by resolution declare, and the Corporation may pay dividends on its issued shares, subject to the provisions (if any) of the articles, Dividends may be paid in money or property or by issuing fully paid shares or options or rights to acquire fully paid shares of the Corporation.

(2) The directors shall not declare and the Corporation shall not pay a dividend if there are reasonable grounds for believing that:

• (a) the Corporation is, or would after ihe payment be, imable to pay its liabilities ~ls they become due; or
• (b) the realizable value of the Corporation's assets would thereby be less than the aggregate of its liabilities and stated capital bf all classes;

(3) Subject to section 38 of the Act~ the Corporation may pay a dividend in property or by issuing fully paid shares of the Corporation. ·

86. Dividend Cheques; A dividen~ payable. in cash shall be paid by cheque drawn on the Corporation's bankers or one of them to the order of each registered holder of shares of the class or series in respect"of which it Ms been declared and mailed by prepaid .ordinary mail to such registered h6ldei' at the ad(;fresS, recorded in the Corporation's securities register, Unless fo each case such holder otherwise directs:; ln th.e cas!!" ci:fJoint holders the cheque shru I, tinless such Joint holders oth~twise direct. be made payable to the order of all of such joint holders and; if.more than one address is recorded in the C<>rporation's security register in respect of such joint holding, the cheque shall be. mailed to the first address io ap~aring. The mailing of such·chequc as aforesatd, unless the same is not paid on due presentation, shall satisfy and discharge the llabilitY. for the dividend to ihe extent of the swri represented thereby plus the s.mou.nt of any tax which the ~rporatlo.t)·is.required to and·does withh<)fd. . .

1. · Non-receipt or. Loss uf.Chequ~s. In the, even~ of non-rrc~ipt or Joss Of i:lDY f.iividend cheque by the persbnJq .whom it· is sent, the Corporation shalJ issue fo o!!l.!Ch person a replac~tneht chetj.ue for _a like amount on such terms a,s to indemnity, reimburse.merit, of expenses (Uld eVideoee Qf li(i)ri-~ipt "and of title. a.S, .the board may froin thne to time prescribe, whetbi;i' ge~eraU~: or_lfl. any particular ease·. · ·

88.: .lJnctai~ed Dividend. Any dlyldend tmclaim&l aftet a petiod of six years. ff9m th~ date 011 which the same has been decfared to. be payable shall be forfeited and shall revert to the Corporation, ·

8.9. .Receipt of Dividends Jzy Joint Hotders. In case twG or .more person\$ are registered as the joint holdefif ot' any: secur1ties ofihe corporation, any one of such persons may give effecmal receipts .for .all djviden~s ~nd payments on accoui1t of divide1id~, .Principal. inter~st a1ici/or tedetnptfon paynierits 00 redemption Of \$00Urities (if any) silbjeet to redempfiOl,l in respect Of i;µcb. securities, • . . . . ·. . . . .

V011NG SEClJR1TIES JN OTHER BODIES CORPORA TE

•.

1. All securities of arty other body corpora~ earryfog voting rights held from time to time by the Corporation .m~y be voted at all meetings of shareholders, bondholders; debenture holders or holders of such ·securities. as the case may be, cf su,ch other body corporate in such manner and by such pe~on or persons as th~ directors of the Corporation iihall f~m tl~ to time determine and authorize by r~solution. The duly authorized signing officers of the Corporation inay aiso from time to time execute and deliver for· and on behalf of the Corporation proxies and/or arrange for the issuanee of voting certificates and/or e>ther evidence of the rlght to vote in

such names as they may determine without the necessity of a resolution or other action by the directors.

NOTICE

Service. Subject to the provisions of the articles, any notice, communication or document 91. ("Notice") to be given or sent pursuant to the Act, the articles, the by-laws or otherwise to or on a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given or sent if given or sent by prepaid mail, prepaid transmitted or recorded communication, or delivered personally to such person's latest address as shown on the securities register of the Corporation or, in the case of a director, if more current, the address as shown in the most recent notice filed under the Corporations Information Act (Ontario). A Notice shall be deemed to have been received on the date when it is delivered personally, or on the fifth day after mailing, or on the date of dispatch of a transmitted or recorded communication. 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.

Shares registered in more than one name. All notices or other documents required to be 92. sent to a shareholder by the Act, the regulations under the Act, the articles or the by-laws of the Corporation shall, with respect to any shares in the capital of the Corporation registered in more than one name, be given to whichever of such persons is named first in the records of the Corporation and any notice or other document so given shall be sufficient notice or delivery of such document to all the holders of such shares.

Persons becoming entitled by operation of law. Every person who by operation of law, 93. transfer or by any other means whatsoever shall become entitled to any shares in the capital of the Corporation shall be bound by every notice or other document in respect of such shares. which prior to his name and address being entered on the records of the Corporation shall have been duly given to the person or persons from whom he derives his title to such shares.

1. Deceased Shareholder. Any notice or other document delivered or sent by post or left at the address of any shareholder as the same appears in the records of the Corporation shall, notwithstanding that such shareholder be then deceased and whether or not the Corporation has notice of his death, be deemed to have been duly served in respect of the shares held by such shareholder (whether held solely or with other persons) until some other person be entered in his stead in the records of the Corporation as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or other document on his heirs, executors or administrators and all persons (if any) interested with him in such shares.

2. Signatures to Notices. The signature of any director or officer of the Corporation to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

Computation of Time. Where a given number of days' notice or notice extending over 96. any period is required to be given under any provisions of the articles or by-laws of the Corporation, the day of service or posting of the notice shall, unless it is otherwise provided, be counted in such number of days or other period and such notice shall be deemed to have been given or sent on the day of service or posting.

Proof of Service. A certificate of any officer of the Corporation in office at the time of the 97. making of the certificate or of an agent of the Corporation as to facts in relation to the mailing or delivery or service of any notice or other documents to any shareholder, director, officer or auditor or publication of any- notice or other document shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation, as the case may be.

Undelivered Notice. If any notice given or sent to a shareholder pursuant to Section 91 is 98. returned on three consecutive occasions because the person cannot be found, the Corporation shall not be required to give or send any further notice to such shareholder until the Corporation is informed in writing of the new address for such person.

1. Omissions and Errors. The accidental omission to give or send 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 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 based thereon.

2. Waiver of Notice. Any shareholder (or shareholder's duly appointed proxyholder), director, officer, auditor or member of a committee of the board may at any time waive the giving or sending of any notice, or waive or abridge the time for any notice required to be given. to that person under any provision of the Act, the articles, the by-laws or otherwise and such waiver or abridgement shall cure any default in the giving or sending or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board which may be given in any manner. Attendance of a director at a meeting of directors or of a shareholder or any other person entitled to attend a meeting of shareholders is a waiver of notice of the meeting except where such director, shareholder or other person, as the case may be, 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.

CHEQUES, DRAFTS, NOTES,

1. All cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed by such officer or officers or other person or persons, whether or not officers of the Corporation, and in such manner as the directors may from time to time designate by resolution.

CUSTODY OF SECURITIES

$102.$ (1) All securities (including warrants) owned by the Corporation shall be lodged (in the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the directors, with such other depositaries or in such other manner as may be determined from time to time by the directors.

(2) All securities (including warrants) belonging to the Corporation may be issued and/ held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with right of survivorship) and shall he endorsed in blank with endorsement guaranteed in order to enable transfer thereof to be completed and registration thereof to be effected.

AUDITOR

At each annual meeting of the shareholders of the Corporation an auditor may be $103.$ appointed for the purpose of auditing and verifying the accounts of the Corporation for the then current year and his report shall be submitted at the next annual meeting of the shareholders. The auditor shall not be a director or an officer of the Corporation. Unless fixed by the meeting of shareholders at which he is appointed, the remuneration of the auditor shall be determined from time to time by the directors.

FISCAL YEAR

1. The fiscal period of the Corporation shall terminate on such day in each year as the directors may from time to time by resolution determine,

*****************

AMENDED AND RESTATED by the board of directors of the Corporation on the 18th day of March, 2009. WITNESS the corporate seal of the Corporation.

/s/ Robert Secretary

ADVANCE NOTICE BY-LAW

OF

JAGUAR MINING INC.

(the "Corporation")

INTRODUCTION

The Corporation is committed to: (i) facilitating an orderly and efficient annual or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees; (iii) allowing the Corporation and shareholders to evaluate all nominees' qualifications and suitability as a director of the Corporation; and (iv) allowing shareholders to cast an informed vote.

The purpose of this Advance Notice By-law (the "By-law") is to provide shareholders, directors and management of the Corporation with guidance on the nomination of directors. This By-law is the framework by which the Corporation seeks to fix a deadline by which holders of record of common shares of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.

It is the position of the Corporation that this By-law is beneficial to shareholders and other stakeholders. This By-law will be subject to an annual review, and will reflect changes as required by securities regulatory agencies or stock exchanges, or so as to meet industry standards.

NOMINATIONS OF DIRECTORS

• 1. Nomination procedures. Subject only to the Business Corporations Act (Ontario) (the "Act") and the articles of the Corporation (the "Articles"), only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation (the "Board") may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called is the election of directors:
• a. by or at the direction of the Board, including pursuant to a notice of meeting;
• b. by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of the shareholders made in accordance with the provisions of the Act; or
• c. by any person (a "Nominating Shareholder"): (A) who, at the close of business on the date of the giving of the notice provided for below in this By-law and on

the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this By-law.

• 1. Timely notice. In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation at the principal executive offices of the Corporation.
• 1. Manner of timely notice. To be timely, a Nominating Shareholder's notice to the Secretary of the Corporation must be made:
• a. in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and
• b. in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder's notice as described above.
• 1. Proper form of timely notice. To be in proper written form, a Nominating Shareholder's notice to the Secretary of the Corporation must set forth:
• a. as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the principal occupation or employment of the person; (C) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and (D) any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and
• b. as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating

Shareholder has a right to vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).

The Corporation may require any proposed nominee to furnish such other information, including a written consent to act, as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such proposed nominee.

• 1. Eligibility for nomination as a director. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this By-law; provided, however, that nothing in this By-law shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
• 1. Terms. For purposes of this By-law:
• a. "public announcement" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and
• b. "Applicable Securities Laws" means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.
• 1. Delivery of notice. Notwithstanding any other provision of this By-law, notice given to the Secretary of the Corporation pursuant to this By-law may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the Secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the aforesaid address) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic

communication shall be deemed to have been made on the subsequent day that is a business day.

1. Board Discretion. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this By-law.

CURRENCY

This By-law was approved and adopted by the Board on March 20, 2013 (the "Effective Date") and is and shall be effective and in full force and effect in accordance with its terms from and after such date. Notwithstanding the foregoing, if this By-law is not ratified by ordinary resolution of the shareholders of the Corporation present in person or voting by proxy at the next meeting of the shareholders validly held following the Effective Date, then this By-law shall terminate and be of no further force and effect following the conclusion of such meeting of shareholders.