Laramide Resources Ltd.

STOCK OPTION INCENTIVE PLAN (2011)

Laramide Resources Ltd. (the " Corporation ") hereby amends and restates its existing stock option incentive plan for Participants, as follows:

1. DEFINITIONS

For the purposes of the Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

(a) " Act " means the Business Corporations Act (Ontario) or its successor, as amended from time to time;
(b) " Black Out Period " means the period during which designated employees of the Corporation cannot trade the Common Shares pursuant to the Corporation's policy respecting restrictions on employee trading which is in effect at that time (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation or in respect of an Insider, that Insider, is subject);
(c) " business day " means a day other than a Saturday, Sunday or any other day which is a statutory holiday in the Province of Ontario;
(d) " Committee " shall mean the Directors or, if the Directors so determine in accordance with section 3 hereof, the committee of the Directors authorized to administer the Plan;
(e) " Common Shares " means the common shares in the capital of the Corporation, as adjusted in accordance with the provisions of section 9 hereof;
(f) " Designated Affiliate " means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;
(g)
" Directors " shall mean the directors of the Corporation from time to time;
(h) “ Eligible Directors " shall mean the Directors or the directors of any Designated Affiliate from time to time;
(i) " Eligible Employees " shall mean employees and officers, whether Directors or not, and including both full-time and part-time employees, of the Corporation or any Designated Affiliate;
(j) " Exercise Price " has the meaning described in section 8 hereof;
(k) " Expiry Date " means the date of expiration of an Option specified in the stock option notice or stock option agreement evidencing an option or in the resolution of the Committee granting such Option, as the case may be;
(l) " Insider " means a reporting insider as defined under National Instrument 55-104 –

Insider Reporting Requirements and Exemptions;

(m) " Option " shall mean an option to purchase Common Shares granted pursuant to, or governed by, the Plan;
(n) " Optionee " shall mean a Participant to whom an Option has been granted pursuant to the Plan;
(o) " Option Period " shall mean the period of time during which the particular Option may be exercised;
(p) " Other Participants " shall mean any person or corporation engaged to provide ongoing management or consulting services for the Corporation or a Designated Affiliate, or any employee of such person or corporation, other than an Eligible Director or an Eligible Employee;
(q) " Outstanding Issue " means the aggregate number of Common Shares that are issued and outstanding on a non-diluted basis;
(r) " Participant " means each Eligible Director, Eligible Employee and Other Participant;
(s) " Plan " means the stock option incentive plan of the Corporation, as set out herein, as the same may be amended or varied from time to time;
(t) " Sale " has the meaning described in section 21;
(u) " Securities Act (Ontario) " means the Securities Act , R.S.O. c. S.5, as amended;
(v) " Stock Exchange " means the Toronto Stock Exchange, or, if the Common Shares are not listed on the Toronto Stock Exchange, such other principal market upon which the Common Shares are traded as designated by the Committee from time to time;
(w) " Take-over Bid " has the meaning described in section 21 hereof;
(x) " Termination " has the meaning described in section 18 hereof; and
(y) " U.S. Securities Act " has the meaning described in section 25 hereof.

1.01 Securities Definitions.

In the Plan, the terms "affiliate", "associate", and "subsidiary" shall have the meaning given to such terms in the Securities Act (Ontario).

1.02 Headings.

The headings of all articles, sections, paragraphs and Subparagraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

1.03 Context, Construction.

Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural

or feminine or neuter or vice versa where the context so requires.

1.04 References to this Plan.

The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph, subparagraph or other part hereof.

1.05 Canadian Funds. Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

2. Purpose of The Plan

The purpose of the Plan is to authorize the grant to Participants of Options and thus benefit the Corporation by enabling it to attract, retain and motivate Participants by providing them with the opportunity, through Options, to acquire an increased proprietary interest in the Corporation.

3. Administration of the Plan

The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan including the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary or desirable in order to comply with the requirements of the Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary or desirable for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation. All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than two Directors.

4. Record Keeping

The Corporation shall maintain a register in which shall be recorded:

(a) the name and address of each Optionee;
(b) the number of Common Shares subject to Options granted to each Optionee; and
(c) the aggregate number of Common Shares subject to Options.

5. Determination of Participants

The Committee shall from time to time determine the Participants who may participate in the Plan. The Committee shall from time to time determine the Participants to whom Options shall be granted, the number of Common Shares to be made subject to and the expiry date of each Option granted to each

Participant and the other terms of each Option granted to each Participant, all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Corporation and any other factors which the Committee deems appropriate and relevant.

6. Maximum Number of Shares

6.1 The maximum number of Common Shares reserved for issue pursuant to the Plan shall be determined from time to time by the Committee but, in any case, shall not exceed, in the aggregate, 10% of the number of the Outstanding Issue. The aggregate number of Common Shares issuable pursuant to all Options granted to any one Optionee shall not exceed 5% of the Outstanding Issue at the time of such grant. In addition, the number of Common Shares issuable to Insiders under the Plan or when combined with all of the Corporation’s other security based compensation arrangements shall not exceed 10% of the Outstanding Issue, and the number of Common Shares issued to Insiders, within any one year period, under the Plan or when combined with all of the listed issuer's other security based compensation arrangements, cannot exceed 10% of the aggregate Outstanding Issue (such limitation is referred to herein as the "insider participation limit").

6.2 The aggregate number of shares issuable to non-employee Directors as a group, at any time, under the Plan shall not exceed 1% of the issued and outstanding shares of the Corporation, subject to an annual equity award value of $100,000 per non-employee Director .

7. Option Notice or Agreement

Each Option granted to a Participant shall be evidenced by a stock option notice or stock option agreement setting out terms and conditions consistent with the provisions of the Plan, which terms and conditions need not be the same in each case and which terms and conditions may be changed from time to time.

8. Exercise Price

The price per share at which any Common Share which is the subject of an Option may be purchased (the " Exercise Price ") shall be determined by the Committee at the time the Option is granted, provided that the Exercise Price shall be not less than the five day weighted average closing price of the Common Shares on the Stock Exchange immediately preceding the date of the grant of such Option; provided however, that if the Common Shares are not listed on the Stock Exchange, the Exercise Price shall not be less than the closing price of the Common Shares on the stock exchange on which the Common Shares are listed on the last trading day immediately preceding the date of the grant of such Option; provided further , that if the Common Shares are not listed on any stock exchange, the Exercise Price shall not be less than the fair market value of the Common Shares as may be determined by the Directors on the day immediately preceding the date of the grant of such Option.

9. Vesting

The Committee may determine, at the time of granting an Option to a Participant pursuant to the Plan, the maximum number of Common Shares that may be exercised by such Participant in each year during the term of the Option.

10. Term of Option

The Option Period for each Option shall be such period of time as shall be determined by the Committee,

subject to amendment by an Employment Contract, provided that in no event shall an Option Period exceed 10 years, subject always to section 13.

11. Lapsed Options

If Options granted under the Plan are exercised, surrendered, terminated or expire without being exercised in whole or in part, new Options may be granted covering the Common Shares not purchased under such lapsed Options.

12. Limit on Options to be Exercised

Except as otherwise specifically provided herein or in any Employment Contract, Options may be exercised by the Optionee in whole at any time, or in part from time to time, during the Option Period.

13. Extension of Options Expiring During Black-Out Period

Notwithstanding the provisions contained in sections 10, 17 and 18, if at any time the Expiry Date of an Option should be determined to occur either during a Black Out Period or within 10 business days following such period, the Expiry Date of such Option shall be deemed to be the date that is the tenth business day following such period.

14. Eligible Participants on Exercise

An Option may be exercised by the Optionee in whole at any time, or in part from time to time, during the Option Period, provided however that, except as otherwise specifically provided in section 18 or 21 hereof or in any Employment Contract, no Option may be exercised unless the Optionee at the time of exercise thereof is:

(a) in the case of an Eligible Employee, an officer of the Corporation or a Designated Affiliate or in the employment of the Corporation or a Designated Affiliate and has been continuously an officer or so employed since the date of the grant of such Option, provided however that a leave of absence with the approval of the Corporation or such Designated Affiliate shall not be considered an interruption of employment for purposes of the Plan;
(b) in the case of an Eligible Director who is not also an Eligible Employee, a director of the Corporation or a Designated Affiliate and has been such a director continuously since the date of the grant of such Option; and
(c) in the case of an Other Participant, engaged, directly or indirectly, in providing ongoing management or consulting services for the Corporation or a Designated Affiliate and has been so engaged since the date of the grant of such Option.

15. Payment of Exercise Price The issue of Common Shares on exercise of any Option shall be contingent upon receipt by the Corporation of payment of the aggregate purchase price for the Common Shares in respect of which the Option has been exercised by cash or certified cheque delivered to the registered office of the Corporation together with a validly completed notice of exercise. No Optionee or legal representative, legatee or distributee of any Optionee will be, or will be deemed to be, a holder of any Common Shares with respect to which such Optionee was granted an Option, unless and until certificates for such Common Shares are issued to such Optionee, or them, under the terms of the

Plan. Subject to section 19 hereof, upon an Optionee exercising an Option and paying the Corporation the aggregate purchase price for the Common Shares in respect of which the Option has been exercised, the Corporation shall as soon as practicable issue and deliver a certificate representing the Common Shares so purchased.

16. Share Appreciation Rights

An Optionee may, rather than exercise any Option which such Optionee is entitled to exercise under the Plan, elect to terminate such Option, in whole or in part, and, in lieu of receiving Common Shares to which the Option so terminated relates, to receive that number of Common Shares, disregarding fractions, which, when multiplied by the fair value of the Common Shares to which the Option so terminated relates, has a value equal to the product of the number of Common Shares to which the Option so terminated relates multiplied by the difference between the fair value (which shall be the weighted average price for the Common Shares on the Stock Exchange for the five trading days immediately preceding the date of termination of such Option) and the exercise price per share of the Common Shares to which the Option so terminated relates, less any amount withheld on account of income taxes, which withheld income taxes will be remitted by the Corporation. Common Shares in respect of which Options are terminated pursuant to this section 16 shall not be available for subsequent Options under the Plan.

17. Effect of Death

If a Participant or, in the case of an Other Participant which is not an individual, the primary individual providing services to the Corporation or Designated Affiliate on behalf of the Other Participant, shall die, any outstanding Option held by such Participant or Other Participant at the date of such death shall become immediately exercisable notwithstanding section 12 hereof, and shall be exercisable in whole or in part only by the person or persons to whom the rights of the Optionee under the Option shall pass by the will of the Optionee or the laws of descent and distribution for a period of nine months (or such other period of time as is otherwise provided in an Employment Contract) after the date of death of the Optionee or prior to the expiration of the Option Period in respect of the Option, whichever is earlier, and then only to the extent that such Optionee was entitled to exercise the Option at the date of the death of such Optionee in accordance with sections 14 and 18 hereof.

18. Effect of Termination of Employment

If a Participant shall:

(a) cease to be a Director or a director of a Designated Affiliate, as the case may be (and is not or does not continue to be an employee thereof) for any reason (other than death); or
(b) cease to be employed by, or provide services to, the Corporation or the Designated Affiliates (and is not or does not continue to be a director or officer thereof), or any corporation engaged to provide services to the Corporation or the Designated Affiliates, for any reason (other than death) or shall receive notice from the Corporation or any Designated Affiliate of the termination of his Employment Contract;

(collectively a " Termination "), except as otherwise provided in any Employment Contract, such Participant may, but only within 60 days next succeeding such Termination, exercise his Options to the extent that such Participant was entitled to exercise such Options at the date of such Termination. Notwithstanding the foregoing or any Employment Contract, in no event shall such right extend beyond the lesser of: (i) 12 months from the date of Termination; and (ii) the Option Period. All unvested Options

shall be cancelled upon Termination.

19. Necessary Approvals

The obligation of the Corporation to issue and deliver any Common Shares in accordance with the Plan shall be subject to any necessary approval of the Stock Exchange or regulatory authority having jurisdiction over the securities of the Corporation. If any Common Shares cannot be issued to any Participant upon the exercise of an Option for whatever reason, the obligation of the Corporation to issue such Common Shares shall terminate and any Exercise Price paid to the Corporation in respect of the exercise of such Option shall be returned to the Participant.

20. Replacement of Management Nominees at Shareholders Meeting

In the event that directors nominated by a dissident shareholder at a shareholders meeting of the Corporation are elected instead of the directors nominated by management of the Corporation, then notwithstanding any other provision contained herein, all Options granted to Optionees under the Plan shall immediately vest and shall be exercisable at any time on or before 5:00 p.m. (Toronto time) on the Expiry Date pursuant to the terms of the grant.

21. As used in this section 21:

(i) " offeror " has the meaning ascribed to that term in the Securities Act (Ontario);
(ii) " Take-over Bid " means a take-over bid, as defined in the Securities Act (Ontario), which is a "formal bid" as defined in such the Securities Act (Ontario), and which is made:
(A) for all of the issued and outstanding shares of any one or more classes of shares in the capital of the Corporation; or
(B) for all of the issued and outstanding shares of any one or more classes of shares in the capital of the Corporation other than:
- (1) those shares in the capital of the Corporation which are then owned by the offeror under such Take-over Bid; and/or
- (2) those shares in the capital of the Corporation which the offeror under such Take-over Bid then otherwise has, directly or indirectly, the right to acquire;

and

(iii) " Sale " means the sale of all or substantially all of the assets of the Corporation as an entirety or substantially as an entirety to any person or entity (other than a wholly-owned subsidiary of the Corporation) under circumstances such that, following the completion of such sale, the Corporation will cease to carry on an active business, either directly or indirectly through one or more subsidiaries.

If:

(1) the Corporation shall enter into an agreement providing for a

Sale; or

(2) a Take-over Bid shall be made,

the Committee may, at any time thereafter, authorize the Corporation to give a notice in writing to each Optionee advising such Optionee that, notwithstanding any other provision of the Plan, all options granted to such Optionee under the Plan will expire on the date determined by the Committee as specified in such notice (provided that the date determined by the Committee as specified in such notice shall not increase the term of any option granted under the Plan), which date shall in no event be the earlier of:

(A) 60 days following the date of such notice; and
(B) in the case of the Corporation having entered into an agreement providing for a Sale, one business day prior to the date on which the Sale provided for in such agreement is completed, or, in the case of a Takeover Bid having been made, one business day prior to the date on which there shall have been taken up by the offeror thereunder at least 90% of the total number of the issued and outstanding shares of each class of shares in the capital of the Corporation in respect of which such Takeover Bid is being made and, for this purpose, all shares of each class of shares in the capital of the Corporation in respect of which such Takeover Bid is made which are owned by the offeror at the expiry of such Take-over Bid shall be deemed to have been taken up pursuant to such Take-over Bid.

In the event that such a notice is given by the Corporation, all Options then held by such Optionee under the Plan which shall immediately vest and shall be exercisable by the Optionee on such terms and conditions as may be prescribed in such notice.

22. Adjustments In Event of Change In Structures of Capital

Appropriate adjustments in the number of Common Shares and in the Exercise Price relating to Options granted or to be granted, shall be made by the Committee in its sole discretion to give effect to adjustments in the number of Common Shares resulting, subsequent to the approval of the Plan, from any subdivisions, consolidations or reclassifications of the Common Shares, the payment of stock dividends by the Corporation or other relevant changes in the capital structure of the Corporation. Any such adjustments shall be subject to the approval thereof by the Stock Exchange.

23. Amendment or Discontinuance of Plan

23.1 The Committee may amend, suspend, discontinue or terminate the Plan and any outstanding Option granted hereunder, in whole or in part, at any time without notice to or approval by the shareholders of the Corporation (provided that, in the case of any action taken in respect of an outstanding Option, the consent of the Participant holder of such Option to such action shall be required unless the Board determines that the action would not materially and adversely affect such Participant), for any purpose whatsoever, provided that all material amendments to the Plan shall require the prior approval of the shareholders of the Corporation. Examples of the types of amendments that the Board is entitled to make without shareholder approval include the following:

(a) ensuring continuing compliance with applicable laws, regulations, requirements, rules or policies of any governmental authority or any stock exchange;
(b) amendments of a "housekeeping" nature which include amendments to eliminate any ambiguity or correct or supplement any provision contained herein which may be incorrect or incompatible with any other provision hereof;
(c) changing the vesting provisions of the Plan or any Option;
(d) changing the termination provisions of the Plan or any Option which does not entail an extension beyond the originally scheduled expiry date of that Option; and
(e) adding a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying Common Shares from the Plan reserve.

23.2 Notwithstanding anything contained herein to the contrary, no amendment to the Plan requiring the approval of the shareholders of the Corporation under any applicable securities laws or requirements shall become effective until such approval is obtained. In addition to the foregoing, the approval of the holders of a majority of the Common Shares present and voting in person or by proxy at a meeting of shareholders shall be required for:

(a) any amendment to the provisions of Section 23 which is not an amendment within the nature of Section 23.1(a) or Section 23.1(b);
(b) any increase in the maximum number of Common Shares issuable under the Plan (other than pursuant to Section 22);
(c) any reduction in the Exercise Price or extension of the period during which an Option may be exercised (including a cancellation and re-grant of an Option constituting a reduction of the Exercise Price or extension of the exercise period of such Option);
(d) any amendment to the definition of Participant;
(e) any amendment to Section 27; and
(f) any amendment to remove or to exceed the insider participation limit set out in Section 6.1 and the non-employee Director participation limit set out in Section 6.2;

provided that, in the case of an amendment referred to in Section 23.2(c) or Section 23.2(f) , insiders who benefit from such amendment are not eligible to vote their Common Shares in respect of the approval.

23.3 For the purposes of this Section 23, an amendment does not include an accelerated expiry of an Option by reason of the fact that a Participant ceases to be a director, officer or employee of the Corporation or any of its affiliates.

23.4 The shareholders' approval of an amendment, if required pursuant to the terms hereof, shall be given by approval of the holders of a majority of the Common Shares present and voting in person or by proxy at a duly called meeting of the shareholders. Options may be granted under the Plan prior to the approval of the amendment, provided that no Common Shares may be issued pursuant to the amended terms of the Plan until the shareholders' approval of the amendment has been obtained.

24. Withholding Taxes

The Corporation or any Designated Affiliate may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Corporation or any Designated Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Option or Common Share including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of Common Shares to be issued upon the exercise of any Option, until such time as the Participant has paid the Corporation or any Designated Affiliate for any amount which the Corporation or the Designated Affiliate is required to withhold with respect to such taxes.

25. Securities Laws of the United States of America Neither the Options which may be granted pursuant to the provisions of the Plan nor the Common Shares which may be issued pursuant to the exercise of Options have been registered under the United States Securities Act of 1933 , as amended (the "U.S. Securities Act" ), or under any securities law of any state of the United States of America. Accordingly, any Participant who is issued Common Shares or granted an Option in a transaction which is subject to the U.S. Securities Act or the securities laws of any state of the United States of America may be required to represent, warrant, acknowledge and agree that:

(a) the Participant is acquiring the Option and/or any Common Shares as principal and for the account of the Participant;
(b) in granting the Option and/or issuing the Common Shares to the Participant, the Corporation is relying on the representations and warranties of the Participant to support the conclusion of the Corporation that the granting of the Option and/or the issue of Common Shares do not require registration under the U.S. Securities Act or to be qualified under the securities laws of any state of the United States of America;
(c) each certificate representing Common Shares so issued may be required to have the following legend:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR 144A UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION (WHICH WILL BE DELIVERED PROMPTLY AND WILL NOT BE UNREASONABLY WITHHELD, BUT WHICH MAY BE CONDITIONAL ON DELIVERY OF A LEGAL OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION), PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE

HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE CORPORATION IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."

provided that if such Common Shares are being sold outside the United States of America in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and provided that the Corporation is a "foreign issuer" within the meaning of Regulation S under the U.S. Securities Act at the time of such sale, such legend may be removed by providing a written declaration signed by the holder to the registrar and transfer agent for the Common Shares to the following effect:

The undersigned (A) represents and warrants that the sale of the securities of Laramide Resources Ltd. (the "Corporation") to which this declaration relates is being made in compliance with Rule 904 of Regulation S under the United States Securities Act of 1933 , as amended (the "U.S. Securities Act"), and (B) certifies that (1) the undersigned is not an affiliate of the Corporation as that term is defined in the U.S. Securities Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the undersigned and any person acting on its behalf reasonably believe that the buyer was outside the United States or (B) the transaction was executed on or through the facilities of a Designated Offshore Securities Market and neither the undersigned nor any person acting on behalf thereof knows or has any reason to believe that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.";
(d) other than as contemplated by paragraph 25(c) hereof, prior to making any disposition of any Common Shares acquired pursuant to the Plan which might be subject to the requirements of the U.S. Securities Act, the Participant shall give written notice to the Corporation describing the manner of the proposed disposition and containing such other information as is necessary to enable counsel for the Corporation to determine whether registration under the U.S. Securities Act or qualification under any securities laws of any state of the United States of America is required in connection with the proposed

disposition and whether the proposed disposition is otherwise in compliance with such legislation and the regulations thereto;

(e) other than as contemplated by paragraph 25(c) hereof, the Participant will not attempt to effect any disposition of the Common Shares owned by the Participant and acquired pursuant to the Plan or of any interest therein which might be subject to the requirements of the U.S. Securities Act in the absence of an effective registration statement relating thereto under the U.S. Securities Act or an opinion of counsel satisfactory in form and substance to counsel for the Corporation that such disposition would not constitute a violation of the U.S. Securities Act and then will only dispose of such Common Shares in the manner so proposed;
(f) the Corporation may place a notation on the records of the Corporation to the effect that none of the Common Shares acquired by the Participant pursuant to the Plan shall be transferred unless the provisions of the Plan have been complied with; and
(g) the effect of these restrictions on the disposition of the Common Shares acquired by the Participant pursuant to the Plan is such that the Participant may not be able to sell or otherwise dispose of such Common Shares for a considerable length of time in a transaction which is subject to the provisions of the U.S. Securities Act other than as contemplated by paragraph 25(c) hereof.

26. Effective Time of Plan

The Plan shall become effective upon a date to be determined by the Directors.

27. Non-Assignable

No Option awarded pursuant to the provisions of the Plan are assignable or transferable by any Participant other than pursuant to a will or by the laws of descent and distribution.

28. Rights as a Shareholder

No Optionee shall have any rights as a shareholder of the Corporation with respect to any Common Shares which are the subject of an Option. No Optionee shall be entitled to receive any dividends, distributions or other rights declared for shareholders of the Corporation for which the record date is prior to the date of issue of certificates representing Common Shares acquired upon the exercise of Options of such Optionee.

29. No Contract of Employment

Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Corporation or any Designated Affiliate nor interfere or be deemed to interfere in any way with any right of the Corporation or any Designated Affiliate to discharge any Participant at any time for any reason whatsoever, with or without cause. Participation in any of the Plan by a Participant shall be voluntary.

30. No Representation or Warranty

The Corporation makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of the Plan.

31. Participation through RRSP's and Holding Companies Subject to the approval of the Committee, an Eligible Employee or Eligible Director may elect, at the time Options are granted under the Plan, to participate in the Plan by holding any Options granted under the Plan in a registered retirement savings plan established by such Eligible Employee or Eligible Director for the sole benefit of such Eligible Employee or Eligible Director or in a personal holding corporation controlled by such Eligible Employee or Eligible Director. For the purposes of this section 31, a personal holding corporation shall be deemed to be controlled by an Eligible Employee or Eligible Director if (i) voting securities carrying more than 50% of the votes for the election of directors of such corporation are held, otherwise than by way of security only, by or for the benefit of such Eligible Employee or Eligible Director and the votes carried by such voting securities are entitled, if exercised, to elect a majority of the board of directors of such corporation, and (ii) all of the equity securities of such corporation are directly or indirectly held, otherwise than by way of security only, by or for the benefit of such Eligible Employee or Eligible Director and/or his or her spouse, children or grandchildren. In the event that an Eligible Employee or Eligible Director elects to hold the rights or Options granted under the Plan in a registered retirement savings plan or personal holding corporation, the provisions of the Plan shall continue to apply as if the Eligible Employee or Eligible Director held such rights or Options directly.

32. Compliance with Applicable Law

If any provision of the Plan or any Option contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction over the securities of the Corporation, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

33. Interpretation

This Plan shall be governed by and construed in accordance with the laws of the Province of Ontario.

This Stock Option Incentive Plan has been approved and passed by the Directors on June 6, 2011 and ratified by the Shareholders of the Corporation on June 9, 2011.

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Laramide Resources Ltd. — Governance Information 2013

43178_rns_2013-04-25_313a5a97-7cb1-4dee-8257-3ccb2ba2c342.pdf