Rio Alto

The approval of a special resolution authorizing a plan of arrangement among the Company, Tahoe Resources Inc. (“Tahoe”) and 1860927 Ltd. under Section 193 of the Business Corporations Act (Alberta), the full text of which is set out in Appendix “A” to the Company’s Management Proxy and Information Circular dated February 27, 2015, pursuant to which Tahoe will acquire all of the issued and outstanding common shares of the Company (each, a “Rio Alto Share”) on the basis of 0.227 of a Tahoe common share and $0.001 in cash per Rio Alto Share.