Unit Marine Drive White Rock, B.C. V4B 1E6 NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Transcription

1 Unit Marine Drive White Rock, B.C. V4B 1E6 NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders of Renaissance Gold Inc. (the Company ) will be held in the offices of Getz Prince Wells LLP, Suite 1810, 1111 West Georgia Street Vancouver, British Columbia, on Friday, the 30 th day of September 2011 at the hour of 9:00 a.m. (Vancouver time) for the following purposes: 1. to receive the audited consolidated financial statements for the year ended June 30, 2011, together with the Auditor s Report thereon; 2. to set the number of directors to be elected at six; 3. to elect directors to hold office until the next general meeting of the Company; 4. to appoint Davidson & Company LLP, as auditor and to authorize the directors to fix the auditor s remuneration; 5. to consider and, if thought advisable, to pass a resolution approving the Company s stock option plan; 6. to consider and, if thought advisable, to pass a resolution approving the Company s shareholder rights plan; 7. to transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof. The accompanying provides additional information relating to the matters to be addressed at the meeting and is deemed to form part of this Notice. Shareholders are entitled to vote at the meeting either in person or by proxy. Those who are unable to attend the meeting are encouraged to read, complete, sign, date and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the accompanying this Notice. Please advise the Company of any change in your mailing address. DATED at Vancouver, British Columbia this 26th day of August BY ORDER OF THE BOARD RENAISSANCE GOLD INC. Richard L. Bedell President and Director

2 MANAGEMENT INFORMATION CIRCULAR The information contained in this (the Information Circular ), unless otherwise indicated, is as of September 30, This Information Circular is being mailed by the management of Renaissance Gold Inc. ( RenGold or the Company") to everyone who was a shareholder of record of our company on August 26, 2011, which is the date that has been fixed by the directors of RenGold as the record date to determine the shareholders who are entitled to receive notice of the Meeting. Solicitation We are mailing this Information Circular in connection with the solicitation of proxies by and on behalf of our management for use at the annual and special meeting of the shareholders of RenGold that is to be held on September 30, 2011, at 9:00 a.m. (Vancouver time) at the offices of our solicitors, Getz Prince Wells LLP, Suite 1810, 1111 West Georgia Street, Vancouver, British Columbia (the Meeting ). The solicitation of proxies will be primarily by mail. Certain employees or directors of RenGold may also solicit proxies by telephone or in person. The cost of solicitation will be borne by RenGold. Under our Articles, at least two shareholders must be present in person or represented by proxy holding or representing not less than 5% of the shares entitled to vote at the Meeting before any action may validly be taken at the Meeting. If such a quorum is not present in person or by proxy, we will reschedule the Meeting. References to dollars ($) in this Information Circular shall mean United States dollars unless otherwise indicated. RenGold background On August 28, 2010, RenGold, AuEx Ventures Inc. ( AuEx ) and Fronteer Gold Inc. ( Fronteer ) entered into an arrangement agreement (the Arrangement Agreement ) pursuant to which Fronteer acquired all of the outstanding shares of AuEx by way of a plan of arrangement which became effective on November 2, On November 2, 2010, 23,070,774 RenGold common shares were distributed to the AuEx common shareholders and 2,534,969 RenGold common shares (the Fronteer Shares ) were purchased by Fronteer for Cdn$5,000,000. On November 10, 2010, the common shares of RenGold began trading on the TSX Venture Exchange (the TSX-V ) under the symbol REN. Pursuant to the Arrangement Agreement, if at any time during the first two years following the effective date, being November 2, 2010, RenGold proposes to issue any additional RenGold securities other than (i) under any stock option plan of RenGold, (ii) on the exercise, exchange or conversion of securities exchangeable or convertible into common shares, or (iii) for property other than money, Fronteer shall have the right to subscribe for and purchase (directly or through an affiliate) additional RenGold securities, at the price at which such additional RenGold securities are offered for sale to other purchasers, up to the lesser of 9.9% of the additional RenGold securities and its then existing pro rata ownership interest in RenGold, in each case, prior to giving effect to the issuance or sale of such additional RenGold Securities (the Fronteer Pre-emptive Rights ). On April 6, 2011, all of the common shares of Fronteer were acquired by Newmont Mining Corporation ( Newmont ), so that Newmont is now the owner and holds the Fronteer Pre-Emptive Rights.

3 The exploration assets and liabilities of RenGold represent the business which was sold and transferred to RenGold by AuEx. In accordance with the continuity of interest basis of accounting, the financial statements of RenGold reflect the balance sheets, statements of operations and comprehensive loss and deficit, and cash flows of the business relating to the carved-out exploration assets, liabilities and equity of AuEx as if RenGold had been an independent operator during the periods reported. The allocation of those items of general and administrative expense not directly chargeable to RenGold was calculated on a fixed percentage of 80% on the basis that AuEx s Pequop Properties retained by Fronteer were in joint ventures with other parties who were the operators of those projects and therefore the remainder of the business was related to the RenGold properties in each of the periods presented. PART 1 VOTING HOW A VOTE IS PASSED All of the matters that will come to a vote at the Meeting as described in the attached Notice of Meeting are ordinary resolutions and can be passed by a simple majority that is, if more than half of the votes that are cast are in favour, the resolution is approved. WHO CAN VOTE? If you are a registered shareholder of RenGold as at August 26, 2011, you are entitled to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf but documentation indicating such officer s authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions (see Voting by Proxy ). If your shares are registered in the name of a nominee (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled Non-registered Shareholders set out below. It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, we invite you to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented. VOTING BY PROXY If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder. You can either tell that person how you want to vote or you can let him or her decide for you. You can do this by completing a form of proxy. In order to be valid, you must return the completed form of proxy forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or adjournment thereof to our Transfer Agent, Equity Transfer and Trust Company, Suite 400, 200 University Avenue, Toronto, Ontario M5H 4H1 or by toll free North American fax number or by international fax number What is a proxy? A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Information Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy. Appointing a proxyholder You can choose any individual to be your proxyholder. It is not necessary for the person whom you choose to be a shareholder. To make such an appointment, simply fill in the person s name in the blank - 2 -

4 space provided in the enclosed form of proxy. To vote your shares, your proxyholder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder. Those persons are directors and/or officers of RenGold. Instructing your proxy You may indicate on your form of proxy how you wish your proxyholder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your shares in accordance with the instructions you have given. If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your shares as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote your shares at the Meeting as follows: FOR setting the number of directors to be elected at six; FOR the election of the proposed nominees as directors; FOR the re-appointment of Davidson & Company LLP, Chartered Accountants, as the auditor of RenGold and to authorize the directors to fix the remuneration to be paid to the auditor; FOR the resolution to approve the Company s stock option plan; and FOR the resolution to adopt the Company s shareholder rights plan. For more information about these matters, see Part 3 - The Business of the Meeting. The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified on the Notice of Meeting. At the time of printing this Information Circular, the management of RenGold is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters. Changing your mind If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting and voting in person; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the Registered Office of RenGold at Suite 1810, 1111 West Georgia Street, Vancouver, B.C. or (d) in any other manner permitted by law. Your proxy will only be revoked if a revocation is received by 4:00 in the afternoon (Vancouver time) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting in person. NON-REGISTERED SHAREHOLDERS If your shares are not registered in your own name, they will be held in the name of a nominee, usually a bank, trust company, securities dealer or other financial institution and, as such, your nominee will be the entity legally entitled to vote your common shares and must seek your instructions as to how to vote your shares

5 Accordingly, unless you have previously informed your nominee that you do not wish to receive material relating to shareholders meetings, you will have received this Information Circular from your nominee, together with a form of proxy or a request for voting instruction form. If that is the case, it is most important that you comply strictly with the instructions that have been given to you by your nominee on the voting instruction form. If you have voted and wish to change your voting instructions, you should contact your nominee to discuss whether this is possible and what procedures you must follow. If your shares are not registered in your own name, RenGold s Transfer Agent will not have a record of your name and, as a result, unless your nominee has appointed you as a proxyholder, will have no knowledge of your entitlement to vote. If you wish to vote in person at the Meeting, therefore, please insert your own name in the space provided on the form of proxy or voting instruction form that you have received from your nominee. If you do this, you will be instructing your nominee to appoint you as proxyholder. Please adhere strictly to the signature and return instructions provided by your nominee. It is not necessary to complete the form in any other respect, since you will be voting at the Meeting in person. Please register with the Transfer Agent, Equity Transfer and Trust Company, upon arrival at the Meeting. The Notice of Meeting, this Information Circular and a Financial Statement Request Form to receive our Consolidated Financial Statements and Management Discussion and Analysis for the fiscal year ended June 30, 2011, are being sent to both registered and non-registered owners of our common shares. If you are a non-registered owner and we have sent these materials to you directly, your name and address and information about your holdings of common shares of RenGold have been obtained in accordance with applicable securities regulatory requirements from the nominee holding the securities on your behalf. By choosing to send these materials to you directly, RenGold (and not your nominee) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions form. PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF The authorized voting share capital of RenGold consists of an unlimited number of common shares. RenGold has authorized capital of an unlimited number of preferred shares of which none have been issued. Each holder of common shares is entitled to one vote for each common share registered in his or her name at the close of business on August 26, 2011, the date fixed by our directors as the record date for determining who is entitled to receive notice of and to vote at the Meeting. At the close of business on August 26, 2011, there were 30,739,077 common shares outstanding (the Outstanding Shares ). To the knowledge of our directors and officers, the only persons or companies who beneficially own, directly or indirectly or exercise control or direction over shares carrying more than 10% of the voting rights attached to all Outstanding Shares of the Company are: Name (1) No. of Shares (1) Percentage (1) (2) John Tognetti (2) 3,283, % Information as to ownership of shares has been taken from insider reports or other disclosure documents electronically filed with regulators by the entity and publicly available through the Internet at the web site for the Canadian System for Disclosure by Insiders (SEDI) at or the Canadian System for Document Analysis and Retrieval (SEDAR) at 556,800 of these shares are held by Noelle Tognetti, over which Mr. Tognetti has control, but not beneficial ownership

6 PART 3 THE BUSINESS OF THE MEETING 1. Financial Statements The Consolidated Financial Statements and Management Discussion and Analysis of RenGold for the fiscal year ended June 30, 2011, will be placed before you at the Meeting. These financial statements may be requested by completing the enclosed Financial Statement Request Form that accompanies this Information Circular or may be viewed on 2. Election of Directors Directors of RenGold are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless he resigns or otherwise vacates office before that time. Number of Directors Under RenGold s Articles, the number of directors may be fixed or changed from time to time by ordinary resolution but shall not be fewer than three. There are currently six directors and six nominees are proposed by management for election as directors at the Meeting. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR setting the number of directors at six. Nominees for Election The following are the nominees proposed for election as directors of RenGold together with the number of voting securities of the Company that are beneficially owned, directly or indirectly, or over which control or direction is exercised, by each nominee. All of the nominees are currently directors of RenGold. Each of the nominees has agreed to stand for election and we are not aware of any intention of any of them not to do so. If, however, one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated at the Meeting for election and, in that event, the persons designated in the form of proxy will vote in their discretion for a substitute nominee. Name and State/Province and Country of Residence Position with Company Principal Occupation Director since Voting Shares Beneficially Owned or Controlled (4) Ronald L. Parratt Nevada, USA Director, Executive Chairman Executive Chairman of RenGold since March 31, 2011, and former President and Chief Executive Officer of RenGold May 25, ,257,571 Richard L. Bedell, Jr. Nevada, USA Director, President and Chief Executive Officer President and Chief Executive Officer of RenGold since March 31, 2011, and former Executive Vice President of RenGold May 25, ,570,

7 Name and State/Province and Country of Residence Position with Company Principal Occupation Director since Voting Shares Beneficially Owned or Controlled (4) Timothy Janke, Nevada, USA Director, Vice President and Chief Operating Officer Vice President and Chief Operating Officer of RenGold since November 1, 2010, former Vice President and Chief Operating Officer of AuEx Ventures, Inc. from June 2010 to November 1, 2010, General Manager Projects, Goldcorp Inc. from November 2006 to May August 8, ,677 Lee Graber (1)(2)(3) California, USA Director Investment Director of Pacific Road Capital Management Pty Limited September 17, ,573 Dieter A. Krewedl (1)(2)(3) Nevada, USA Director Mining industry consultant September 17, ,798 Robert Boaz (1)(2)(3) Ontario, Canada Director President and Chief Executive Officer of Aura Silver Resources Inc. September 17, ,729 (1) (2) (3) (4) Member of the Audit Committee Member of the Compensation Committee Member of the Corporate Governance and Nominating Committee The information as to shares beneficially owned, not being within the knowledge of the management of RenGold, has been furnished by the respective individuals or has been extracted from the register of shareholdings maintained by RenGold s Transfer Agent. Ronald L. Parratt Executive Chairman Director (Age: 63) Mr. Parratt is a certified professional geologist with the American Institute of Professional Geologists (since 1989), a registered geologist in California (since 1976) and a professional geologist in Wyoming (since 1998), having graduated from Purdue University, W. Lafayette, Indiana with a Bachelor of Science degree in geochemistry (1970) and a Master of Science degree in Economic Geology (1975). He is a Fellow of the Society of Economic Geologists, a member of the Society for Mining, Metallurgy and Exploration, a member of the Northwest Mining Association and a member of the Geological Society of Nevada. Mr. Parratt has served on the State of Nevada, Commission on Mineral Resources since 1991 and is currently its Vice Chairman. From February 1978 to May 1997, Mr. Parratt was employed, initially as Senior Geologist rising to Vice President, Exploration, by Santa Fe Pacific Gold Corporation of Albuquerque, New Mexico, a company involved in mineral exploration and development internationally then trading on the New York Stock Exchange. Santa Fe merged with Newmont Mining Corporation in Mr. Parratt was the Director of Exploration, Americas (June 1997 to June 1999) and the Exploration Manager, North America (June 1999 to February 2002) for Homestake Mining Company ( Homestake ) of Sparks, Nevada, a gold mining company then trading on the New York Stock Exchange with interests in North and South America and Australia. Homestake Mining merged with Barrick Gold Corporation in From March 2002 to January 2003, Mr. Parratt managed Parratt Geological Services, a private geological consulting company. From January 2003 to November 2010, Mr. Parratt was the President and Chief Executive Officer of AuEx. From inception to March 2011 Mr. Parratt was a director and the full-time President and Chief Executive Officer of RenGold and since April 2011 he is the part-time Executive Chairman of RenGold

8 Richard L. Bedell, Jr. President and Chief Executive Officer and Director (Age: 56) Mr. Bedell graduated from The School of Natural Sciences & Mathematics, Hampshire College with a Bachelor of Arts degree in 1979, earned a Master of Science from the University of Toronto in Ontario in 1985, and a Master of Science from the University of London, United Kingdom in Mr. Bedell is a Fellow with the Society of Economic Geologists. From September 1993 to November 2000, Mr. Bedell was a Senior Geologist with Homestake. Since December 2000, Mr. Bedell has provided geological consulting services to the mining industry through his private company, GeoCorp, in Reno, Nevada and held an adjunct faculty position in Exploration Geophysics at the Mackay School of Earth Sciences & Engineering. From January 2003 to November 2010, Mr. Bedell was a director and the Executive Vice President of AuEx. From inception to March 2011 Mr. Bedell was the Executive Vice President of RenGold and since April 2011 he is the President and Chief Executive Officer of RenGold. Timothy Janke Vice President, Chief Operating Officer and Director (Age: 59) Mr. Janke holds a B.Sc. in Mining Engineering from the Mackay School of Mines, University of Nevada, Reno. He has over 35 years of experience principally in gold operations. He was employed by Homestake Mining Company for 22 years and served in a variety of capacities including General Manager of the Ruby Hill Mine near Eureka Nevada, General Manager of the Pinson Mine near Winnemucca, Nevada, General Manager of the Nickel Plate Mine near Hedley, BC, and Mine Operations Superintendant for the McLaughlin mine in Lower Lake, California. More recently Mr. Janke was employed by Goldcorp, Inc. where he served as General Manager of the Marigold Mine near Valmy, Nevada. From June 2010 to November 2010 Mr. Janke was Vice President and Chief Operating Officer and on November 1, 2010, he was appointed to that office for the Company. Mr. Janke became a director on August 8, Lee A. Graber Director (Age: 64) Mr. Graber is a graduate of the University of Colorado with a Bachelor of Science (1969) and a Master of Arts in Economics (1970) and is currently Investment Director of Pacific Road Capital Management Pty Limited, a private equity manager investing in the global mining industry. From January 1983 to February 2002, Mr. Graber was the Vice President, Corporate Development with Homestake. From July 2002 to November 2003, Mr. Graber was the Managing Director Mergers & Acquisitions for Endeavour Financial Ltd. of George Town, Grand Cayman, British West Indies, a company involved in investment banking. From December 2003 to December 2006, Mr. Graber served as a mining industry consultant. Mr. Graber was a director of AuEx since May 2004 and he has been a director of RenGold since inception. He a director of Xtierra Inc. (since August 2008), a director of First Bauxite Corporation (since June 2010), both TSX-V listed junior mining issuers; and was a director of Far West Mining Ltd. (September 2008 to June 2011) and Timmins Gold Corp. (July 2008 to November 2010). Dieter A. Krewedl Director (Age: 67) Dr. Krewedl has a Ph.D. degree in Economic Geology from the University of Arizona in Tucson, Arizona (1974), a Masters degree in geology from Bowling Green State University in Bowling Green, Ohio (1967) and a Bachelor of Science degree in geology from the University of Dayton in Dayton, Ohio (1965). He is a Fellow of the Society of Economic Geology and a member of the Geological Society of Nevada, serving as its President ( ) and on its Board of Directors ( ). Beginning in 1973, Dr. Krewedl was with Pathfinder Mines Corporation, a wholly-owned subsidiary of the French uranium company, Areva, and was its Vice President of Exploration from 1990 to From June 1996 to February 1998, Dr. Krewedl was the Vice President, Exploration for Echo Bay Mines Ltd., a North American gold mining company. From May 1998 to December 2003, Dr. Krewedl was the Senior Vice President, Exploration for Coeur d Alene Mines Corporation of Coeur d Alene, Idaho, a company involved in silver and gold production in North and South America. Since January 2004, Dr. Krewedl has been selfemployed as a mining industry consultant. Dr. Krewedl was previously a director of the following publicly traded companies: Yamana Resources Inc. (now Yamana Gold Inc.) from January 2003 to April 2003; Kilgore Minerals Ltd. (now Bayswater Uranium Corporation) from March 2004 to July 2007; Fission Energy Corp. from May 2007 to November 2008; and Zacoro Metals Corp. from July 2007 to March Dr. Krewedl has been a director of Strathmore Minerals Corp. since January 2005, a junior natural resource company specializing in uranium exploration and mining in the United States. He was a director of AuEx since May 2004 and of RenGold since inception

9 Robert G. Boaz Director (Age: 60) Mr. Boaz graduated with an Honour Bachelor of Arts degree in Economics from McMaster University and has a Masters degree in Economics from York University. He has several years experience in the investment banking business after a career in the power and natural gas industry, working in management positions for Ontario Hydro, Saskatchewan Power and Consumers Gas. He has held senior management positions in a number of firms in the investment industry with direct responsibilities related to research, portfolio management, institutional sales and investment banking. From 2004 to March 2006, Mr. Boaz was Managing Director Investment Banking with Raymond James Ltd. in Toronto. From 2000 to 2004, Mr. Boaz was Vice President and Head of Research and inhouse portfolio strategist for Dundee Securities Corporation. Since September 2006, Mr. Boaz has been the President, Chief Executive Officer and a director of Aura Silver Resources Inc., a TSX-V listed company engaged in the acquisition, exploration and development of precious metal prospects in Canada and Mexico. Mr. Boaz was a director of AuEx and has been a director of RenGold since inception. He is the Chair of the Board of Southern Andes Energy Inc. (formerly Solex Resources Corp.), a TSX-V listed uranium exploration and development company and is a director of Andor Mining Inc. and Caracara Silver Inc. both TSX-V listed mineral exploration companies. Mr. Boaz was from May 2006 to May 2010 a director of Ur-Energy Inc., a TSX and AMEX listed uranium exploration and development company. Management of RenGold recommends that shareholders vote in favour of the nominees for election as directors. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the election of the five nominees as directors of RenGold for the ensuing year. 3. Appointment of the Auditor Davidson & Company LLP, Chartered Accountants, has served as auditor of RenGold since its inception on May 25, RenGold s management recommends that shareholders vote in favour of the re-appointment of Davidson & Company LLP, Chartered Accountants, as RenGold s auditor for the ensuing year and in favour of granting the Board of Directors the authority to determine the remuneration to be paid to the auditor. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Davidson & Company LLP to act as our auditor until the close of our next annual general meeting and to authorize the Board of Directors to fix the remuneration to be paid to the auditor. 4. Approval of Stock Option Plan Background of the Stock Option Plan RenGold s Stock Option Incentive Plan was first adopted by the Board of Directors as of September 17, 2010, and approved by AuEx, the Company s sole shareholder at that time, on September 17, 2010, and accepted by the TSX-V on November 3, 2010, in conjunction with the listing of the RenGold common shares on the TSX-V on November 10, RenGold s Board of Directors approved an Amended and Restated Stock Option Incentive Plan (the Plan ) on January 7, 2011, which included amendments made to ensure that the Plan complied with revisions made to the employee stock option rules under the Income Tax Act (Canada) in the 2010 Federal Budget of Canada. The Plan is a rolling stock option plan that sets the number of RenGold common shares issuable under the Plan at a maximum of 10% of the RenGold common shares issued and outstanding at the time of any grant under the Plan. Summary of the Plan The Plan reserves for issuance a maximum of 10% of the RenGold common shares at the time of a grant of options under the Plan. The Plan will be administered by the Board and provide for grants of non-transferable options under the Plan at the discretion of the Board to directors, executive officers, employees, management - 8 -

10 company employees of, or consultants to, RenGold and its subsidiaries, or their permitted assigns (each an Eligible Person ). The exercise price of options granted under the Plan will be determined by the Board, provided that such price shall not be lower than the fair market value (as defined in the Plan) which means, as of any date, if the common shares are listed on the TSX-V, the fair market value shall be the last closing sales price for such shares as quoted on such exchange for the market trading day immediately prior to the date of grant of the option, less any discount permitted by the TSX-V. Options to acquire more than 2% of the issued and outstanding RenGold common shares may not be granted to any one consultant in any 12-month period and options to acquire more than an aggregate of 2% of the issued and outstanding RenGold common shares may not be granted to persons employed to provide Investor Relations Activities (as such term is defined by the policies of the TSX-V) in any 12-month period. Options granted to any one individual in any 12-month period to acquire that number of RenGold common shares exceeding 5% of the issued and outstanding RenGold common shares will require Disinterested Shareholder Approval (as required by the policies of the TSX-V and as defined in the Plan). The term of any options granted under the Plan will be fixed by the RenGold Board and may not exceed ten years. Should an Eligible Person cease to qualify as an Eligible Person under the RenGold Option Plan prior to expiry of the term of their respective options, those options will terminate at the end of the period of time permitted for exercise of the option (such period of time to not be in excess of six months, to be determined by the RenGold Board in each instance at the time of the grant of an option) after the option holder ceases to be an Eligible Person for any reason other than death, disability or cause; and if no such period of time is determined by the RenGold Board at the time of the grant, the 30th day after the optionee ceases to be an Eligible Person for any reason other than death, disability or cause. If an option holder providing Investor Relations Activities ceases to provide such Investor Relations Activities to RenGold, options granted to such option holder will expire on the 30th day after such cessation. If such cessation as an Eligible Person is on account of disability or death, the options terminate on the first anniversary of such cessation, and if it is on account of termination of employment with cause, the options terminate immediately. The Plan also provides for adjustments to outstanding options in the event of any disposition of substantially all of the assets of RenGold, dissolution or any merger, amalgamation or consolidation of RenGold with or into any other company, or the merger, amalgamation or consolidation of any other company with or into RenGold. The directors of RenGold may, at their discretion at the time of any grant, impose a schedule over which period of time options will vest and become exercisable by the optionee; however, for so long as the RenGold common shares are listed on the TSX-V, options granted to persons performing Investor Relations Activities must vest in stages over 12 months with no more than one quarter of the options vesting in any three month period. Subject to any required approval of the TSX-V, the RenGold Board may terminate, suspend or amend the terms of the Plan, provided that the RenGold Board may not do any of the following without obtaining, within 12 months either before or after the RenGold Board s adoption of a resolution authorizing such action, shareholder approval, and, where required, Disinterested Shareholder Approval (as such term is defined in the Plan), or by the written consent of the holders of a majority of the securities of RenGold entitled to vote: 1. increase the aggregate number of RenGold common shares that may be issued under the Plan; 2. materially modify the requirements as to the eligibility for participation in the Plan in a manner that would have the potential of broadening or increasing insider participation; 3. add any form of financial assistance or any amendment to a financial assistance provision that is more favourable to participants under the Plan; - 9 -

11 4. add a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the Plan reserve; and 5. materially increase the benefits accruing to participants under the Plan. However, the RenGold Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority without obtaining shareholder approval, including: 1. amendments to the Plan of a housekeeping nature; 2. a change to the vesting provisions of an option or the Plan; and 3. a change to the termination provisions of an option or the Plan that does not entail an extension beyond the original expiry date. TSX-V policy requires that the Plan be approved and ratified by RenGold s shareholders and submitted to the TSX-V for acceptance on an annual basis. Further shareholder approval will not be required for option grants made in accordance with the Plan, except in certain circumstances as required by the policies of the TSX-V. The RenGold Board has the authority at any time to suspend, amend or terminate the Plan without further shareholder approval, provided that no such action may impair the rights of the holder of any outstanding option without the written consent of any such holder, and provided further that certain amendments to the Plan are, by law (and TSX-V policies as previously noted herein), subject to shareholder approval. The TSX-V will permit RenGold to amend the terms of the Plan, or a stock option agreement thereunder, without the acceptance of the TSX-V to: a. reduce the number of RenGold Common shares issuable pursuant to exercise of options under the RenGold Option Plan; b. increase the exercise price; or c. cancel an option; provided RenGold issues a news release outlining the terms of the amendment. RenGold can amend the other terms of an option or the Plan only where prior TSX-V acceptance is obtained and where the following requirements are met: a. if the optionee is an insider of RenGold at the time of the amendment, RenGold obtains Disinterested Shareholder Approval (as described previously); b. if the option exercise price is amended, at least six months have elapsed since the later of the date of commencement of the term, the date the RenGold Common shares commenced trading, or the date the option exercise price was last amended; c. if the option price is amended to the Discounted Market Price, the Exchange Hold Period (as both those terms are defined in the policies of the TSX-V) is applied from the date of the amendment; and d. if the length of the option term is amended, any extension of the length of the term of the option is treated as a grant of a new option, and therefore also complies with pricing and other requirements of TSX-V policy. The term of an option cannot be extended so that the effective term of the option exceeds ten years in total. An option must be outstanding for at least one year before RenGold can extend its term. The TSX-V must accept a proposed amendment before the option, as amended, can be exercised. Further, if RenGold cancels an option and within one year grants new options to the same individual, the new options are considered to be an amendment and subject to the requirements noted in (a) to (d) above

12 The Plan will terminate ten years from November 3, 2010, the date of acceptance of the Plan by the TSX-V, unless terminated sooner in accordance with the terms of the Plan. A copy of the Plan is available for inspection by RenGold Shareholders at the offices of Getz Prince Wells LLP, Suite 1810, 1111 West Georgia Street, Vancouver, British Columbia Canada, the records office for RenGold, during normal business hours prior to the Meeting or at the Meeting. Recommendation Management and the RenGold Board believe the Plan enables RenGold to better align the interests of its directors, management and employees with those of its shareholders and reduces the cash compensation RenGold would otherwise have to pay. Shareholders will be asked to ratify, confirm and approve the adoption of the Plan. The affirmative vote of a majority of the votes cast in respect thereof is required in order to pass such resolution. BE IT RESOLVED that: 1. The Company s Amended and Restated Stock Option Plan (the Plan ) be ratified, confirmed and approved; 2. The Company be authorized to grant stock options for up to 10% of the common shares of the Company outstanding from time to time pursuant and subject to the terms and conditions of the Plan; 3. All existing stock options shall be subject to the provisions of the Plan; 4. The Board of Directors be authorized on behalf of the Company to make any amendments to the Plan as may be required by regulatory authorities, without further approval of the Shareholders of the Company, in order to ensure regulatory approval of the Plan; and 5. Any one director or officer of the Company be and he is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution. 5. Approval of adoption of Shareholder Rights Plan The Company has adopted a shareholders rights plan (the Rights Plan ) which takes the form of an agreement (the Rights Plan Agreement ) dated September 17, 2010, between the Company and Equity Transfer & Trust Company (the Rights Agent ). The adoption of the Rights Plan was ratified and confirmed by AuEx, then RenGold s sole shareholder, on September 17, A copy of the Rights Plan has been electronically filed with regulators through the System for Electronic Document Analysis and Retrieval (SEDAR) and is available for public viewing via the Internet at Upon the request of a shareholder made by telephoning , the Company will mail to that shareholder a copy of the Rights Plan. At the Meeting, Independent Shareholders (as that term is defined in the Rights Plan) will be asked to consider and, if thought fit, to pass an ordinary resolution (the Rights Plan Resolution ) to ratify and confirm the adoption by the Company of the Rights Plan. If the Rights Plan Resolution is not approved by a simple majority of the Independent Shareholders who vote on the matter, the Rights Plan will terminate upon such non-approval. The TSX-V has taken the position that, regardless of a requirement in any shareholders rights plan that adoption of the plan be approved by a majority of Independent Shareholders, it will require that, in addition to such approval by Independent Shareholders, adoption of the plan also be approved by a majority of votes cast by all shareholders (including shareholders that are not Independent Shareholders). The Company is not aware of any person who holds voting shares of the Company who does not qualify as an Independent Shareholder

13 Background The Rights Plan is designed to address the concern that existing Canadian securities legislation (which requires that a takeover bid remain open for only 35 days) does not provide sufficient time for the shareholders to properly consider and respond to an offer and for the Board of Directors to determine whether there may be alternatives available to maximize shareholder value or whether other bidders may be prepared to pay more for the Company s shares than the offeror. The Rights Plan will provide the Board of Directors and the shareholders with more time to fully consider any unsolicited takeover bid without undue pressure; will allow the directors to pursue, if appropriate, other alternatives to maximize shareholder value; and allow additional time for competing bids to emerge. It also addresses the possibility that control or effective control of the Company may be acquired pursuant to a private agreement in which a small number of shareholders sell their shares at a premium to market price which is not shared with other shareholders; and that a person may slowly accumulate shares through market purchases which may result, over time, in an acquisition of control by way of a creeping take over without payment of fair value for control or fair sharing of any control premium among all shareholders. The Rights Plan addresses these concerns by applying to all acquisitions of common shares over the 20% level, unless the Board of Directors waives the application of the Rights Plan in respect of a specific acquisition. The Rights Plan uses the mechanism of a Permitted Bid (described below) to try to ensure that someone seeking control of the Company gives its shareholders and directors enough time to evaluate the bid, negotiate with the initial bidder and encourage competing bids to emerge. The Rights Plan seeks to protect shareholders by requiring all potential bidders to comply with certain minimum conditions. A bidder who does not satisfy these minimum conditions becomes subject to the dilutive features of the Rights Plan. Generally, to qualify as a Permitted Bid, a takeover bid must (a) be made to all shareholders and (b) be open for acceptance for at least 60 days after the bid is made. In addition, the bid must contain a condition that, if more than 50% of the common shares held by Independent Shareholders (which means, in large part, the holders of any shares of the Company other than any Acquiring Person, as described below, any offeror for shares of the Company and any persons who are deemed to beneficially own any of these shares) are tendered and not withdrawn, the bidder may take up and pay for those shares but must then extend the bid for a further period of 10 business days on the same terms so as to allow those shareholders who did not initially tender to do so if they choose. As a result, there should be no coercion to tender during the initial 60-day period. Neither at the time of adoption of the Rights Plan nor as at the date of this Information Circular was the Board of Directors aware of any specific proposal to acquire control of the Company, nor any such effort to do so. It was not the intention of the Board of Directors in adopting the Rights Plan to secure the continuance in office of the existing members of the Board or to avoid an acquisition of control of the Company in a transaction that is fair and in the best interest of the shareholders. Adoption of the Rights Plan will not affect the rights of shareholders under existing law to seek a change in the Company s management, nor will its adoption affect the duty of the directors to act honestly and in good faith with a view to the best interests of the Company and its shareholders. Summary of the Rights Plan The following is a summary of the principal terms of the Rights Plan, which is qualified in its entirety by reference to the text of the Rights Plan. Effective Date The effective date of the Rights Plan is September 17, 2010 (the Effective Date ). Term The term of the Rights Plan is ten years following the Effective Date (the Expiry Time )

14 Issue of Rights On the Effective Date, one right (a Right ) was issued and attached to each outstanding common share of the Company. One Right will also be issued and attached to each subsequently issued common share. The exercise price of the Rights (the Exercise Price ) will be, until the Separation Time (as described herein), ten times the market price of the shares, from time to time, and from and after the Separation Time, ten times the market price of the shares as at the Separation Time. The Exercise Price will be subject to anti-dilution adjustments that are described in the Rights Plan. Exercise of Rights The Rights are not initially exercisable. They only become exercisable on the tenth trading day after the earlier of (i) the date of the first public announcement by the Company or an Acquiring Person (as described below) that someone has become an Acquiring Person (the Stock Acquisition Date ), and (ii) the commencement or announcement date of a takeover bid for the voting shares of the Company other than (a) under a Permitted Bid (as defined in the Rights Plan) or (b) certain other limited circumstances described in the Rights Plan. On that date (the Separation Time ), the Rights will separate from the common shares to which they are attached and become exercisable. If a person (an Acquiring Person ), including others acting jointly or in concert with that person, acquires 20% or more of the Company s common shares otherwise than by way of a Permitted Bid or in certain other limited circumstances, a Flip-in Event occurs. Any Rights held by an Acquiring Person on or after the earlier of the Separation Time and the Stock Acquisition Date, will become void upon the occurrence of the Flip-in Event (subject to certain provisions of the Rights Plan relating to waivers). Ten trading days after the public announcement that a Flip-in Event has occurred, each Right (other than those held by the Acquiring Person) will permit the holder to purchase common shares of the Company at a discount of 75% of the market price. Certificates and Transferability Until the Separation Time, the Rights will be evidenced only by the register maintained by the Rights Agent and by outstanding common share certificates and the Rights will only be transferred with the associated common shares. Until the Separation Time, or earlier termination or expiry of the Rights, each new share certificate issued upon transfer of existing common shares or the issuance of additional common shares, will bear a legend incorporating the terms of the Rights Plan by reference. Promptly after the Separation Time, separate certificates evidencing the Rights will be mailed to the holders of record of common shares as of the Separation Time and thereafter these certificates will be the only evidence of the Rights. Waiver and Redemption The Board of Directors may, before a Flip-in Event occurs, waive the dilutive effects of the Rights Plan in respect of a particular Flip-in Event. If it does so, it is deemed to have waived the application of the Rights Plan to any future Flip-in Event prior to the expiry of the takeover bid in respect of which the waiver was granted or deemed to have been granted. The Board of Directors may also waive the Rights Plan in respect of a particular Flip-in Event that has occurred inadvertently, provided that the Acquiring Person that inadvertently triggered the Flip-in Event reduces its beneficial ownership of the Company shares to below 20% within such period as the Board of Directors determines. If, before the occurrence of a Flip-in Event, a person acquires outstanding common shares of the Company pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition under Rights Plan, then the Board of Directors shall be deemed to have elected to redeem the Rights at a redemption price of $ per Right appropriately adjusted in accordance with the Rights Plan

15 Amendment to the Rights Plan The Board of Directors may amend the Rights Plan to correct clerical errors or to make any changes that may be needed to ensure its continuing validity. The Board of Directors may also, before the Separation Time, amend, vary or rescind any of the provisions of the Rights Plan or the Rights with the prior consent of the Company s Independent Shareholders. At any time after the Separation Time and before the Expiry Time, the Board of Directors may amend, vary or rescind any of the provisions of the Rights Plan with the prior consent of the holders of Rights. The Board of Directors has determined that it is advisable and in the best interests of the Company and its shareholders that the Rights Plan be adopted. Accordingly, the Board of Directors unanimously recommends that shareholders vote in favour of the Rights Plan Resolution. In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed form of proxy intend to vote FOR the Rights Plan Resolution. BE IT RESOLVED THAT: 1. The adoption of the Shareholder Rights Plan Agreement dated September 17, 2010, between the Company and Equity Transfer and Trust Company is hereby ratified and confirmed. 2. Any director or officer of the Company is hereby authorized and empowered, acting for, in the name of, and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or cause to be delivered, all such documents or instruments, and do or cause to be done all such other acts or things, as in the opinion of such director or officer of the Company may be necessary or desirable in order to implement and give effect to, and to carry out, the resolutions set forth herein. PART 4 EXECUTIVE COMPENSATION Compensation Discussion and Analysis Compensation Philosophy Our overall compensation philosophy is to provide a compensation package that enables us to attract, retain and motivate named executive officers to achieve our short-term and long-term business goals. Consistent with this philosophy, the following goals provide a framework for our named executive officers compensation program: Pay competitively to attract, retain, and motivate named executive officers; Relate total compensation for each named executive officer to overall company performance; Aggregate the elements of total compensation to reflect competitive market requirements and to address strategic business needs; Expose a portion of each named executive officer s compensation to risk, the degree of which will positively correlate to the level of the named executive officer s responsibility and performance; and Align the interests of our named executive officers with those of our shareholders. Oversight of Executive Compensation Program The Compensation Committee is responsible for establishing a compensation policy and administering the compensation programs of our executive officers. The members of the Compensation Committee are Dieter

16 Krewedl (Chair), Lee Graber and Robert Boaz, each an independent director under the rules of the TSX-V and applicable securities legislation. The amount of compensation paid by RenGold to each of its directors and named executive officers and the terms of those persons employment is determined solely by the Compensation Committee. Executive Compensation Program Overview The executive compensation package available to our named executive officers is comprised of: base salary or fees; equity based compensation in the form of stock options to purchase common shares; and 401K retirement benefits. Base Salary The base salary currently paid to our named executive officers is commensurate with the nature of our business and their individual experience, duties and scope of responsibilities. In the future, we intend to pay competitive base salaries required to recruit and retain executives of the quality that we must employ to ensure our success. In making determinations of salary levels for the named executive officers, the Compensation Committee is likely to consider the entire compensation package for named executive officers, including the equity compensation provided under RenGold s stock option plan. RenGold intends for salary levels to be consistent with competitive practices of comparable institutions and each executive s level of responsibility. The Compensation Committee is likely to determine the level of any salary (or salary increase) after reviewing the qualifications, experience, and performance of the particular executive officer and the nature of our business, the complexity of its activities, and the importance of the executive s contribution to the success of the business through discussion only, with no formal objectives (performance or otherwise) or criteria. The Compensation Committee may also take into consideration salaries paid to others in similar positions in the Company s industry based on the experience of the Compensation Committee members and review of publicly available information. The discussion of the information and factors considered and given weight by the Compensation Committee is not intended to be exhaustive, but it is believed to include all material factors considered by the Compensation Committee. In reaching the determination to approve and recommend the current base salaries of RenGold s named executive officers, the Compensation Committee did not assign any relative or specific weight to the factors which were considered, and the members may have given a different weight to each factor. The Compensation Committee will review and adjust the base salaries of our executive officers when deemed appropriate. In addition to base salary, RenGold contributes a percentage (4% during the year ended June 30, 2011) of the base salary of each of its US resident named executive officers to an individual 401K defined contribution retirement plan. Option-based awards Executive officers of the Company, as well as directors, employees and consultants (together the Optionees ), are eligible to participate in the Company s Plan (as previously defined and described herein at Part 3 The Business of the Meeting Approval of 2011 Stock Option Plan). Stock option grants are an important part of the Company s incentive strategy permitting executive officers to share in any appreciation of the market value of the Company s shares over a stated period of time, and it is intended to reinforce commitment to long-term growth and shareholder value. Stock options reward overall corporate performance, as measured through the price of the

17 Company s shares, and enables executive officers to acquire and maintain a significant ownership position in the Company. The Compensation Committee recommends the individual stock options to the RenGold Board and the size of the grants are dependent on, among other things, each Optionee s level of responsibility, authority and importance to the Company and the degree to which such long-term contribution to the Company will be responsible for its long-term success. The Compensation Committee and the Board also evaluate the number of options an Optionee has been granted, the exercise price of the options and the term remaining on those options when considering further grants. Options are usually priced at the closing trading price of the Company s shares on the business immediately preceding the date of grant and the current policy of the Board is that options expire five years from the date of grant. The Company normally grants stock options to an executive officer when they first join the Company based on their level of responsibility. Additional grants may be made periodically to ensure that the number of options granted to any particular officer is commensurate with the officer s ongoing level of responsibility within the Company. See Outstanding Option-Based Awards and Incentive Plan Awards Value vested or earned during the year below, as well as Part 5 Securities Authorized for Issuance under Equity Compensation Plans. Benefits and Perquisites RenGold s named executive officers do not receive perquisites or benefits that are not generally available to all employees of RenGold. All RenGold s employees receive reimbursement for the use of personal vehicles for valid company business. Summary Compensation Table Ronald Parratt, Richard Bedell, Doris Meyer and Eric Struhsacker served as executive officers (the Named Executive Officers ) of RenGold throughout the financial year ended June 30, No other executive officer of RenGold was paid more than Cdn$150,000 in compensation during that financial year. The following table provides a summary of the compensation earned by the Named Executive Officers during the financial year ended June 30, Name and Principal Position Named Executive Officers (1) Ronald L. Parratt Executive Chairman since March 31, 2011, and President and Chief Executive Officer prior to that date Richard Bedell Chief Executive Officer since March 31, 2011, and Executive Vice President prior to that date Fiscal Year Ended Salary (2) ($) Share based awards ($) Option based awards ($) (5) Non-equity incentive plan compensation ($) Annual incentive plans Long-term incentive plans Pension Value All Other compensation ($) Total compensation ($) ,500 Nil 161, 543 Nil Nil Nil 7,108 (3) 374, ,000 Nil 161,543 Nil Nil Nil 7,372 (3) 374,

18 Name and Principal Position Named Executive Officers (1) Doris Meyer Chief Financial Officer and Corporate Secretary Tim Janke Vice President and Chief Operating Officer Fiscal Year Ended Salary (2) ($) Share based awards ($) Option based awards ($) (5) Non-equity incentive plan compensation ($) Annual incentive plans Long-term incentive plans Pension Value All Other compensation ($) Total compensation ($) 2011 Nil Nil 64,617 Nil Nil Nil 127,444 (4) 192, ,000 Nil 64,617 Nil Nil Nil Nil 104,617 (1) (2) (3) (4) (5) Eric Struhsacker Vice President Exploration ,000 Nil 129,235 Nil Nil Nil 6,375 (3) 282,860 See Termination of Employment, Change in Responsibilities and Employment Contracts below. Prior to November 2, 2010, the salary or fees were paid by AuEx and after November 2, 2010, the salary or fees were paid by RenGold. Mr. Janke works and is paid for approximately 20% of his time. Contributions equal to 4% of the salaries of Ronald Parratt, Richard Bedell and Eric Struhsacker were made on their behalf to a 401K defined contribution retirement plan available to all employees of the Company. Consulting fees in the financial year ended June 30, 2011, were Cdn$135,000 (converted to US dollars at the exchange rates approximately those in effect and the time of payment and presented in US dollars in the table above) paid to Golden Oak Corporate Services Ltd., a company owned by Doris Meyer, which provides Ms. Meyer s services to the Company. This amount represents the theoretical fair value, on the date of grant, of stock options granted under the Plan during the financial year ended June 30, There was no cash compensation paid to any of the Named Executive Officers disclosed in the above table in connection with option-based awards. The grant date fair value has been calculated using the Black Scholes Merton model according to Section 3870 of the CICA Handbook and will be recognized over the vesting term of the option. The key assumptions and estimates used for the calculation of the grant date fair value under this model include the risk-free, expected stock price volatility, expected life and expected dividend yield. Ronald Parratt, Richard Bedell and Tim Janke do not receive any additional compensation for their services as a director of RenGold

19 Outstanding Option-Based Awards The following table sets forth all awards outstanding as at June 30, 2011, held by Named Executive Officers under the Company s Plan, as awards under the Plan are considered optioned-based awards under applicable securities laws. Number of Number of shares or securities Option units of underlying exercise Value of unexercised shares that unexercised price Option expiration in-the-money have not options (1) date options (2) vested Name (#) (Cdn$) (Cdn$) (#) Ronald L. Parratt 125, March 9, 2016 $1,250 Nil Richard L. Bedell 125, March 9, 2016 $1,250 Nil Doris Meyer 50, March 9, 2016 $500 Nil Tim Janke 50, March 9, 2016 $500 Nil Eric Struhsacker 100, March 9, 2016 $1,000 Nil (1) (2) The underlying securities are common shares of Renaissance Gold Inc. The value of unexercised in-the-money options at financial year-end is the difference between the option exercise price and the closing price of the underlying stock on the TSX-V on June 30, The closing price of the shares on June 30, 2011 was $1.67. Incentive Plan Awards Value vested or earned during the year The following table sets forth details of the value vested or earned for all incentive plan awards during the financial year ended June 30, 2011, by each Named Executive Officer. Name Value Vested or Earned for Incentive Plan Awards During the Financial Year Ended June 30, 2011 Option-based awards Value vested during the year (1) Cdn$) Share-based awards Value vesting during the year (Cdn$) Non-equity incentive plan compensation Value earned during the year (Cdn$) Ronald Parratt Nil N/A N/A Richard Bedell Nil N/A N/A Doris Meyer Nil N/A N/A Tim Janke Nil N/A N/A Eric Struhsacker Nil N/A N/A Notes: (1) Value vested is calculated as the dollar value that would have been realized had the option been exercised on the date it was vested less the related exercise price multiplied by the number of vesting shares.

20 Pension Plan Benefits The Company has no formal pension, retirement or other long-term incentive compensation plan in place for its directors, officers or employees. Employment Contracts Mr. Ronald L. Parratt entered into an employment agreement with RenGold on November 2, Under the agreement, Mr. Parratt is employed for an indefinite period of time unless he is terminated in accordance with the terms of the agreement. Mr. Parratt served as President and Chief Executive Officer from RenGold s inception until March 31, 2011, when he was appointed Executive Chairman. The agreement contains provisions in respect of Mr. Parratt s annual base salary, which as of the date hereof is $88,000 for approximately 40% of his time, benefits and entitlement to bonuses. Mr. Richard L. Bedell entered into an employment agreement with RenGold on November 2, Under the agreement, Mr. Bedell is employed for an indefinite period of time unless he is terminated in accordance with the terms of the agreement. Mr. Bedell served first, as Executive Vice President from RenGold s inception until March 31, 2011, when he was appointed President and Chief Executive Officer. The agreement contains provisions in respect of Mr. Bedell s annual base salary, which as of the date hereof is $195,000, benefits and entitlement to bonuses. Mr. Tim Janke entered into an employment agreement with RenGold on November 2, Under the agreement, Mr. Janke is employed on a part-time basis for an indefinite period of time unless he is terminated in accordance with the terms of the agreement. Mr. Janke has served Vice President, Chief Operating Officer, from RenGold s inception. The agreement contains provisions in respect of Mr. Janke s annual base salary, which as of the date hereof is $45,000, benefits and entitlement to bonuses. Mr. Eric Struhsacker entered into an employment agreement with RenGold on November 2, Under the agreement, Mr. Struhsacker is employed for an indefinite period of time unless he is terminated in accordance with the terms of the agreement. Mr. Struhsacker served first, as Exploration Manager, USA from RenGold s inception until March 31, 2011, when he was appointed Vice President Exploration. The agreement contains provisions in respect of Mr. Struhsacker s annual base salary, which as of the date hereof is $170,000, benefits and entitlement to bonuses. The employment agreements described above for each of Mr. Parratt, Mr. Bedell, Mr. Janke and Mr. Struhsacker provide that any incremental increases in his base salary may be determined by the Board. Under each agreement, the employee is entitled to paid vacation time each year, reimbursement for the use of his personal vehicle for valid company business and to participate in any benefit plans provided by RenGold to its employees. Termination and Change of Control Benefits Each employment agreement described above may be terminated by an employee on giving RenGold two months written notice, provided that RenGold may waive such notice, in which case the employee s employment will terminate upon RenGold giving such waiver. The Agreements may also be terminated by RenGold for cause without notice and without cause on twelve months prior notice or pay in lieu of notice for each of Mr. Parratt and Mr. Bedell and six months prior notice, or pay in lieu of notice for Mr. Struhsacker. On a defined change of control event and if the employee terminates his employment or if his employment is terminated by the Company, the employee would be paid two year s annual salary as severance pay for each of Mr. Parratt and Mr. Bedell and one year s annual salary as severance pay for each of Mr. Janke and Mr. Struhsacker. Each employee has agreed that he will not, during the term of the Agreement and for one year following termination of his employment, hire or take away or cause to be hired or taken away any employee of RenGold. Each employee also acknowledges in each employment agreement that he will not, during the term of the agreement or after the termination of his employment, disclose to any third party any confidential information about RenGold, which he may acquire during the his employment with RenGold, except with the written permission of an officer of RenGold. RenGold acknowledges in the agreement that, although each Employee is to devote his full time and attention to RenGold and shall not acquire any mineral exploration interest in any property other than for RenGold, Mr. Parratt and Mr. Bedell may continue to hold the mineral exploration interests set forth in each of their agreement