Rio Alto Mining 6-K Special Meeting of Shareholders

Exhibit 99.2

THIS LETTER OF TRANSMITTAL IS FOR USE ONLY IN CONJUNCTION WITH THE PROPOSED ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA) IN RESPECT OF RIO ALTO AND ITS SHAREHOLDERS AND INVOLVING RIO ALTO MINING LIMITED, TAHOE RESOURCES INC. AND ITS WHOLLY-OWNED SUBSIDIARY, 1860927 ALBERTA LTD.

THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY, COMPUTERSHARE INVESTOR SERVICES INC. IT IS IMPORTANT THAT YOU VALIDLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL IN A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN. THE DEPOSITARY (AS DEFINED HEREIN) OR OTHER FINANCIAL ADVISOR CAN ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL.

The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed or submitted to the Depositary. If you have any questions or require more information with regard to the procedures for completing this Letter of Transmittal, please contact the Depositary Toll Free (North America) at 1-800-564-6253 or Outside of North America at 1-514-982-7555. You can email the Depositary at corporateactions@computershare.com.

LETTER OF TRANSMITTAL
FOR COMMON SHARES OF
RIO ALTO MINING LIMITED

TO:	COMPUTERSHARE INVESTOR SERVICES INC. (the “Depositary”)
AND TO:	RIO ALTO MINING LIMITED (“Rio Alto”)
AND TO:	TAHOE RESOURCES INC. (“Tahoe”)

This Letter of Transmittal is for use by registered holders (“Registered Shareholders”) of common shares of Rio Alto in connection with the proposed plan of arrangement (the “Arrangement”) involving Rio Alto, Tahoe and 1860927 Alberta Ltd. that is being submitted for approval at the special meeting of shareholders of common shares of Rio Alto (the “Rio Alto Shareholders”) scheduled to be held on March 30, 2015, or any adjournment(s) or postponement(s) thereof (the “Rio Alto Meeting”). The Arrangement involves, among other things, the acquisition by Tahoe of all issued and outstanding Rio Alto Shares in exchange for the issuance by Tahoe to holders of Rio Alto Shares of 0.227 of a common share of Tahoe (the “Tahoe Shares”) and $0.001 in cash (the “Cash Consideration”) per each Rio Alto Share held (the Tahoe Shares and the Cash Consideration are collectively referred to as the “Consideration”), all as set forth in further detail in the accompanying management proxy information circular (the “Rio Alto Circular”) of Rio Alto and the accompanying management proxy information circular supplement (the “Supplement”). Registered Shareholders are referred to the Notice of Special Meeting, the Rio Alto Circular and the Supplement dated February 27, 2015 (collectively, the “Information Circular”) prepared in connection with the Rio Alto Meeting that accompanies this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Information Circular. Registered Shareholders are encouraged to carefully review the Information Circular in its entirety.

This Letter of Transmittal is for use by Registered Shareholders only and is not to be used by beneficial holders of Rio Alto Shares (the “Beneficial Shareholders”). A Beneficial Shareholder does not have Rio Alto Shares registered in its name; rather, such Rio Alto Shares are registered in the name of the brokerage firm, bank or trust company (an “Intermediary”) through which it

purchased the shares or in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. If you are a Beneficial Shareholder, you should contact your Intermediary for instructions and assistance in delivering your certificates representing Rio Alto Shares and receiving the Consideration for such Rio Alto Shares.

The Arrangement is anticipated to close on or about April 1, 2015. If the Arrangement is completed, at the Effective Time, Tahoe will acquire all of the issued and outstanding Rio Alto Shares in exchange for Tahoe Shares on the basis of 0.227 of a Tahoe Share and $0.001 in cash for each Rio Alto Share acquired. Completion of the Arrangement is subject to the satisfaction or waiver of certain conditions. No payment of any Consideration will be made prior to the Effective Time.

Holders of Rio Alto Shares are not entitled to receive fractional Tahoe Shares in connection with the Arrangement. The number of Tahoe Shares to be distributed to holders of Rio Alto Shares under the Arrangement shall be rounded down to the nearest whole Tahoe Share in the event that a holder of Rio Alto Shares would otherwise be entitled to a fractional share. Any Cash Consideration owing to a Registered Shareholder shall be rounded up to the next whole cent.

In order to receive the appropriate number of Tahoe Shares and Cash Consideration that a holder of Rio Alto Shares is entitled to receive pursuant to the Arrangement, Registered Shareholders are required to deposit the certificate(s) representing their Rio Alto Shares (unless held in the Direct Registration System “DRS”) with the Depositary. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany the certificate(s) for Rio Alto Shares(unless held in the DRS) deposited for receipt of Tahoe Shares pursuant to the Arrangement. Rio Alto Shareholders that hold Rio Alto Shares in the DRS must deliver this Letter of Transmittal, properly completed and duly executed, together with all other required documents in respect of such Rio Alto Shares in order to receive the Consideration pursuant to the Arrangement.

Whether or not the undersigned delivers the required documentation to the Depositary, as of the Effective Time, the undersigned will cease to be a holder of Rio Alto Shares and, subject to the ultimate expiry deadline identified below, will only be entitled to receive the Consideration to which the undersigned is entitled under the Arrangement. REGISTERED SHAREHOLDERS WHO DO NOT DELIVER CERTIFICATES REPRESENTING THEIR RIO ALTO SHARES (UNLESS HELD IN THE DRS) AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY ON OR BEFORE THE SIXTH ANNIVERSARY OF THE EFFECTIVE DATE WILL LOSE THEIR RIGHT TO RECEIVE ANY CONSIDERATION FOR THEIR RIO ALTO SHARES AND ANY CLAIM OR INTEREST OF ANY KIND OR NATURE AGAINST TAHOE, RIO ALTO, 1860927 ALBERTA LTD. OR THE DEPOSITARY.

Please read the Information Circular and the instructions set out below carefully before completing this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute a valid delivery. If Rio Alto Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different Registered Shareholder. See Instruction 2.

A Resident Shareholder whose Rio Alto Shares are exchanged for Tahoe Shares and the Cash Consideration and who does not make a valid Tax Election with respect to the exchange, will be considered to have disposed of those Rio Alto Shares for proceeds of disposition equal to the aggregate fair market value of the Tahoe Shares and cash. Certain “Eligible Holders” (as described in the Arrangement) may wish to make a joint election with Tahoe pursuant to subsection 85(1) or 85(2) ofthe Income Tax Act(Canada) (the “Tax Act”) and, where applicable, the corresponding provisions of any

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provincial tax legislation. Resident Shareholders should consult their own tax advisor to determine if making a Section 85 Election may be desirable in their particular circumstances. Eligible Holders who wish to make a Section 85 Election should carefully read the section “Certain Canadian Federal Income Tax Considerations” in the Information Circular, consult with their own tax advisors with respect to the Section 85 Election and indicate their intention to make a Section 85 Election in this Letter of Transmittal. Tahoe will provide Eligible Holders who indicate they intend to make a Section 85 Election with a tax instruction letter. Each Eligible Holder who wishes to make a Section 85 Election must follow the procedures set out in the tax instruction letter and must provide all required information in accordance with the procedures and deadlines set out in the tax instruction letter and must send the required information to an appointed representative as directed by Tahoe within 60 days after the Effective Time. Eligible Holders who do not deliver the required information to an appointed representative as directed by Tahoe in accordance with the procedures set out in the tax instruction letter on or before 60 days after the Effective Time may not be able to make a Section 85 Election. Eligible Holders who wish to make a Section 85 Election with Tahoe should give their immediate attention to this matter. A tax instruction letter may also be obtained on Tahoe’s website at www.tahoeresourcesinc.com on or around the Effective Date.

In connection with the Arrangement being considered for approval at the Rio Alto Meeting, the undersigned hereby deposits with the Depositary the enclosed certificate(s) representing Rio Alto Shares, details of which are as follows:

Certificate Number(s) or indicate DRS
for Rio Alto Shares held in an		Number of Rio Alto Shares
uncertificated position	Name(s) in which Registered
	TOTAL

(Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the above form.)

It is understood that, upon receipt of this duly completed and signed Letter of Transmittal and of the certificate(s) (unless held in the DRS) representing the Rio Alto Shares deposited herewith (the “Deposited Rio Alto Shares”) and following the Effective Time of the Arrangement, the Depositary will deliver to the undersigned, in accordance with the issuance and delivery instructions provided in Box A and Box B below, DRS advices (“DRS Advices”) representing the Tahoe Shares and a cheque representing the Cash Consideration that the undersigned is entitled to receive under the Arrangement, or hold such DRS Advices and cheque for pick-up in accordance with the instructions set out in Box C below, and the Rio Alto Shares representing the Deposited Rio Alto Shares will forthwith be cancelled. If neither Box A nor Box B is completed, any DRS Advices representing Tahoe Shares issued in exchange for the Deposited Rio Alto Shares will be issued in the name of the registered holder of the Deposited Rio Alto Shares and it, along with the cheque representing the Cash Consideration, will be mailed to the address of the registered holder of the Deposited Rio Alto Shares as it appears on the register of Rio Alto.

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The undersigned holder of Rio Alto Shares represents and warrants in favour of Rio Alto and Tahoe that: (i) the undersigned is the registered and legal owner of the Deposited Rio Alto Shares, has good right and title to the rights represented by the above mentioned certificates and that such Deposited Rio Alto Shares represent all of the Rio Alto Shares owned, directly or indirectly, by the undersigned; (ii) such Deposited Rio Alto Shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Rio Alto Shares and that, when the Tahoe Shares are delivered, none of Rio Alto and Tahoe, or any affiliate thereof or successor thereto will be subject to any adverse claim in respect of such Deposited Rio Alto Shares; (iv) the Deposited Rio Alto Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Rio Alto Shares, to any other person; (v) the transfer of the Deposited Rio Alto Shares complies with all applicable laws; (vi) all information inserted by the undersigned into this Letter of Transmittal is complete, true and accurate; and (vii) the delivery of the applicable number of Tahoe Shares and a cheque representing the applicable Cash Consideration, will discharge any and all obligations of Rio Alto, Tahoe, and the Depositary with respect to the matters contemplated by this Letter of Transmittal and the Arrangement. These representations and warranties shall survive the completion of the Arrangement. The undersigned further acknowledges receipt of the Information Circular.

Except for any proxy deposited with respect to the vote on the Arrangement Resolution in connection with the Rio Alto Meeting or as granted by this Letter of Transmittal, the undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Rio Alto Shares and no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise, will be granted with respect to the Deposited Rio Alto Shares.

The undersigned hereby agrees to transfer, effective at the Effective Time and pursuant to the Arrangement, all right, title and interest in the Deposited Rio Alto Shares and irrevocably appoints and constitutes the Depositary, each director and officer of Tahoe and Rio Alto and any other person designated by Tahoe or Rio Alto in writing, the lawful attorney of the undersigned, with full power of substitution to deliver the Deposited Rio Alto Shares pursuant to the Arrangement and to effect the transfer of the Deposited Rio Alto Shares on the books of Rio Alto to the extent and in the manner provided under the Arrangement.

The undersigned will, upon request, execute any signature guarantees or additional documents deemed by the Depositary to be reasonably necessary or desirable to complete the transfer of the Deposited Rio Alto Shares contemplated by this Letter of Transmittal.

The undersigned agrees that all questions as to validity, form, eligibility (including timely receipts) and acceptance of any Rio Alto Shares transferred in connection with the Arrangement shall be determined by Tahoe in its sole discretion and that such determination shall be final and binding and acknowledges that there is no duty or obligation upon Rio Alto, Tahoe, the Depositary or any other person to give notice of any defect or irregularity in any such surrender of Rio Alto Shares and no liability will be incurred by any of them for failure to give any such notice.

The undersigned hereby acknowledges that the delivery of the Deposited Rio Alto Shares shall be effected and the risk of loss to such Deposited Rio Alto Shares shall pass only upon proper receipt thereof by the Depositary.

The undersigned acknowledges that all authority conferred, or agreed to be conferred, by the undersigned herein may be exercised during any subsequent legal incapacity of the undersigned and shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned

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herein shall be binding upon the heirs, personal or legal representatives, successors and assigns of the undersigned.

The undersigned instructs the Depositary to mail the DRS Advices representing the Tahoe Shares and the cheque representing the Cash Consideration that the undersigned is entitled to pursuant to the Arrangement, in exchange for the Deposited Rio Alto Shares, promptly after the Effective Time, by first-class insured mail, postage prepaid, to the undersigned, or to hold such DRS Advices representing the Tahoe Shares and the cheque representing the Cash Consideration for the Deposited Rio Alto Shares for pick-up, in accordance with the instructions given below.

The undersigned acknowledges that if the Arrangement is completed, the delivery of Deposited Rio Alto Shares pursuant to this Letter of Transmittal is irrevocable. If the Arrangement is not completed or proceeded with, the enclosed certificate(s) and all other ancillary documents will be returned as soon as possible to the undersigned at the address set out below in Box A or Box B, as applicable, or, failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register of Rio Alto.

It is understood that the undersigned will not receive the Tahoe Shares and the cheque representing the Cash Consideration under the Arrangement in respect of the Deposited Rio Alto Shares until the certificate(s) (unless held in the DRS) representing the Deposited Rio Alto Shares owned by the undersigned are received by the Depositary at the address set forth on the back of this Letter of Transmittal, together with a duly completed Letter of Transmittal and such additional documents as the Depositary may require, and until the same are processed by the Depositary. It is understood that under no circumstances will interest accrue or be paid in respect of the Deposited Rio Alto Shares in connection with the Arrangement.

The undersigned acknowledges that Tahoe and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any former Rio Alto Shareholder under the Arrangement and from all dividends or other distributions otherwise payable to any former Rio Alto Shareholder such amounts as Tahoe or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the former Rio Alto Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The undersigned acknowledges that it has consulted or has had the opportunity to consult its own tax advisor with respect to the potential income tax consequences to it of the Arrangement, including any elections to be made in respect thereof.

The undersigned represents and warrants that the undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Tahoe Shares.

If the undersigned is in the United States, it understands and acknowledges that the Tahoe Shares to be received by it pursuant to the Arrangement have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and are being issued in reliance on the exemption from registration provided by Section 3(a)(10) thereof. The Tahoe Shares will be freely transferable under U.S. federal securities laws, except by persons who are “affiliates” (as such term is understood under U.S. securities laws) of Tahoe after the Effective Date, or were “affiliates” of Tahoe within 90 days prior to the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such Tahoe Shares by

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such an affiliate (or former affiliate) may be subject to the registration requirements of the Securities Act, absent an exemption therefrom as more fully described in the Supplement.

By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned and each of you shall be deemed to have required that any contract in connection with the delivery of the Rio Alto Shares pursuant to the Arrangement through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’utilisation d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat relié à l’envoi d’actions ordinaires de Rio Alto en vertue de l’arrangement au moyen de la présente lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.

This letter will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. All cash amount payable under the Arrangement will be paid in Canadian dollars.

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BOX A	BOX B
SPECIAL REGISTRATION INSTRUCTIONS	SPECIAL DELIVERY INSTRUCTIONS
□    Issue Tahoe Shares and cheque in name of:	To be completed ONLY if the Tahoe Shares or cheque to which the undersigned is entitled pursuant to the Arrangement is to be sent to someone other than the person shown in Box A or to an address other than the the address shown in Box A
(please print or type)
(Name)
(Street Address and Number)	□    Same address as Box A; or
(City and Province or State)
(Country and Postal (Zip) Code)
	(Name)
(Telephone–Business Hours)
	(Street Address and Number)
(Social Insurance Number orTaxpayer Identification Number)
	(City and Province or State)
	(Country and Postal (Zip) Code)

BOX C–SPECIAL PICK-UP INSTRUCTIONS

□    HOLD FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY WHERE

THE RIO ALTO SHARES WERE DEPOSITED

BOX D

SECTION 85 ELECTION

A Resident Shareholder whose Rio Alto Shares are exchanged for Tahoe Shares and cash and who does not make a valid Section 85 Election with respect to the exchange, will be considered to have disposed of those Rio Alto Shares for proceeds of disposition equal to the aggregate fair market value of the Tahoe Shares and cash. Certain Eligible Holders may wish to elect to make a joint election pursuant to subsection 85(1) or 85(2) of the Tax Act (and, where applicable, the corresponding provisions of any provincial tax legislation). A summary of the principal Canadian federal income tax considerations in respect of the Arrangement, and the procedure for filing a Section 85 Election (as defined in the Information Circular), is included in the Information Circular under “Certain Canadian Federal Income Tax Considerations”.

As described under the heading “Certain Canadian Federal Income Tax Considerations” in the Information Circular, Tahoe has agreed to make a Section 85 Election with an Eligible Holder who has submitted the necessary information in accordance with the procedures set out in the tax instruction letter, provided such Section 85 Election complies with the provisions of the Tax Act (and any applicable provincial tax law). The requirements for a valid Section 85 Election are complex. Meeting these requirements will be the sole responsibility of each holder of Rio Alto Shares. None of Rio Alto or Tahoe will be responsible for the validity, proper completion or timely filing of any Section 85 Election, or for any taxes, interest, penalties or other consequences under the Tax Act in respect thereof. Holders of Rio Alto Shares wishing to make a Section 85 Election should consult their own tax advisors without delay.

A tax instruction letter with detailed instructions on how to make the Section 85 Election will be made

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available to each Eligible Holder of Rio Alto Shares who checks the box below.
□	Check here if you intend to make a Section 85 Election with Tahoe and want the tax instruction letter to be provided to you by Tahoe or its authorized representative.

BOX E–U.S. STATUS

All Registered Shareholders must place an “X” in the applicable box below.

□    The Registered Shareholderis not a U.S. Person, a person in the United States, or a person acting for the account or benefit of a U.S. Person or a person in the United States.

□    The Registered Shareholderisa U.S. Person, a person in the United States, or a person acting for the account or benefit of a U.S. Person or a person in the United States.

For the definition of “U.S. Person” see Instruction 6. If you are a U.S. Person or are acting on behalf of a U.S. Person, then in order to avoid backup withholding you must complete the Form W-9 in Box H included below or otherwise provide certification that you are exempt from backup withholding, as provided in the instructions. If you require a Form W-8, please contact the Depositary.

BOX F – SIGNATURE GUARANTEE	BOX G - SIGNATURE
	(as required under Instruction 3)
Signature guaranteed by	Dated: ____________________________________
(if required under Instruction 3)
	(Signature of Shareholder or authorized representative)
(Authorized Signature)
	(Signature of any joint holder)
Name of Guarantor(please print or type)
	(Name of Shareholder)
Address(please print or type)
	(Name of authorized representative)
Area Code and Telephone Number
	(Social Insurance Number or Taxpayer Identification Number)
	(Daytime Telephone Number of Shareholderor Authorized Representative)
	(Daytime Facsimile Number of Shareholderor authorized representative)

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BOX H – FORM W-9

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BOX I – CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
NOTE: FAILURE TO FURNISH YOUR CORRECT TIN MAY RESULT IN A PENALTY IMPOSED BYTHE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF 28% OF THE GROSSAMOUNT OF CONSIDERATION PAID TO YOU PURSUANT TO THE ARRANGEMENT. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" INPART I OF THE ATTACHED IRS FORM W-9. I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of the gross cash proceeds of such payment made to me may be withheld.
Signature of U.S. Person: ___________________________________________	Date: ___________________________________________

INSTRUCTIONS

1. Use of Letter of Transmittal

(a)	Registered Shareholders should read the accompanying Information Circular prior to completing this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Information Circular.
(b)	This Letter of Transmittal duly completed and signed (or an originally signed facsimile copy thereof) together with accompanying certificates representing the Rio Alto Shares (unless held in the DRS) and all other required documents must be sent or delivered to the Depositary at the addresses set out on the back of this Letter of Transmittal. In order to receive the Tahoe Shares and the Cash Consideration under the Arrangement for the Deposited Rio Alto Shares, it is recommended that the foregoing documents be received by the Depositary at the address set out on the back of this Letter of Transmittal as soon as possible.
(c)	The method used to deliver this Letter of Transmittal and any accompanying certificates representing Rio Alto Shares and all other required documents is at the option and risk of the Registered Shareholder and delivery will be deemed effective only when such documents are actually received, Rio Alto recommends that the necessary documentation be hand delivered to the Depositary at the address set out on the back of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Beneficial Shareholders whose Rio Alto Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those

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Rio Alto Shares. Delivery to an office other than to the specified office does not constitute delivery for this purpose.

(d)

Tahoe reserves the right if it so elects in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal and/or accompanying documents received by it.

(e)

If the DRS Advices representing the Tahoe Shares is to be issued in the name of a person other than the person(s) signing this Letter of Transmittal under Box G or if the DRS Advices representing the Tahoe Shares and the cheque representing the Cash Consideration is to be mailed to someone other than the person(s) signing this Letter of Transmittal under Box G or to the person(s) signing this Letter of Transmittal under Box G at an address other than that which appears on the register of Rio Alto, the appropriate boxes on this Letter of Transmittal should be completed (Box A and Box B).

2. Signatures

This Letter of Transmittal must be completed and signed by the registered holder of Rio Alto Shares under Box G or by such Registered Shareholder’s duly authorized representative (in accordance with Instruction 4).

(a)

If this Letter of Transmittal is signed by the Registered Shareholders of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) or on the DRS record of Rio Alto’s transfer agent, as the case may be, without any change whatsoever, and the certificate(s) need not be endorsed. If such deposited certificate(s) are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal (Box G).

(b)

If this Letter of Transmittal is signed on behalf of a Registered Shareholder by a person other than the registered holder(s) of the accompanying certificate(s), or if DRS Advice(s) representing Tahoe Shares are to be issued to a person other than the Registered Shareholder:

(i)	such deposited certificate(s) must be endorsed or be accompanied by appropriate share transfer power(s) of attorney duly and properly completed by the Registered Shareholder; and
(ii)	the signature on such endorsement or share transfer power(s) of attorney must correspond exactly to the name of the Registered Shareholder as registered or as appearing on the certificate(s) and must be guaranteed as noted in paragraph 3 below of these Instructions.

(c) If any of the Deposited Rio Alto Shares are registered in different names on several certificates or on the DRS, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Deposited Rio Alto Shares.

3. Guarantee of Signatures

If this Letter of Transmittal is signed on behalf of a Registered Shareholder by a person other than the registered holder(s) of the Rio Alto Shares or if the payment is to be issued in a name other than the registered holder(s) of the Rio Alto Shares, such signature must be guaranteed by an

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Eligible Institution (as defined below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution). An “Eligible Institution” means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program, (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal or any share transfer power(s) of attorney is executed by a person as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, such person should so indicate when signing and this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Rio Alto or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

5. Delivery Instructions

If neither Box A nor Box B is completed, any DRS Advices representing Tahoe Shares and any cheque(s) representing the Cash Consideration issued in exchange for the Deposited Rio Alto Shares will be issued in the name of the registered holder of the Deposited Rio Alto Shares and will be mailed to the address of the registered holder of the Deposited Rio Alto Shares as it appears on the register of Rio Alto. Otherwise, the DRS Advices representing Tahoe Shares and any cheque(s) representing the Cash Consideration to be issued in exchange for the Deposited Rio Alto Shares will be issued in the name of the person indicated in Box A and delivered to the address indicated in Box A (unless another address has been provided in Box B). If any DRS Advices representing Tahoe Shares and any cheque(s) representing the Cash Consideration is to be held for pick-up at the offices of the Depositary, complete Box C. Any DRS Advices and any cheque(s) representing the Cash Consideration mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

6. U.S. Persons and IRS Form W-9

For purposes of this Letter of Transmittal, a “U.S. Person” is a beneficial owner of Rio Alto Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, partnership, or other entity classified as a corporation or partnership for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States, or any political subdivision thereof or therein, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

United States federal income tax law generally requires that a U.S. Person who receives cash in the Arrangement provide the Depositary with its correct Taxpayer Identification Number (“TIN”), which, in the case of a holder of Rio Alto Shares who is an individual, is generally the individual's social security number and in the case of a holder of Rio Alto Shares who is not an individual, is generally the entity’s Employer Identification Number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, as the case may be, such

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holder may be subject to penalties imposed by the IRS and backup withholding, currently at the rate of 28%, on the Cash Consideration. If withholding results in an overpayment of taxes, a refund may generally be obtained by the holder from the IRS.

To prevent backup withholding, each U.S. Person must provide its correct TIN by completing the IRS Form W-9 set out in this Letter of Transmittal, which requires such holder to certify under penalty of perjury: (1) that the TIN provided is correct (or that such holder is awaiting a TIN); (2) that (i) the holder is exempt from backup withholding; (ii) the holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends; or (iii) the IRS has notified the holder that such holder is no longer subject to backup withholding; and (3) that the holder is a U.S. Person (including a U.S. resident alien).

Exempt holders are not subject to backup withholding. To prevent possible erroneous backup withholding, an exempt holder that is a U.S. Person must enter its correct TIN in Part 1 of the IRS Form W-9, specify its “exempt payee code” and “exemption from FATCA reporting code, as applicable, in the “Exemptions” box in accordance with the instructions of IRS Form W-9, and sign and date the form.

If a U.S. Person does not have a TIN, such holder should: (i) consult with its own U.S. tax adviser on applying for a TIN; (ii) write “Applied For” in the space for the TIN in Part I of the IRS Form W-9; and (iii) sign and date the IRS Form W-9 and the Certification of Awaiting Taxpayer Identification Number set out in this Letter of Transmittal. In such case, the Depositary may withhold 28% of the gross proceeds of any payment made to such holder prior to the time a properly certified TIN is provided to the Depositary, and if the Depositary is not provided with a TIN within sixty (60) days, such amounts will be paid over to the IRS.

In order for a non-U.S. Person to qualify as exempt from backup withholding, such holder must submit a statement (generally, the IRS Form W-8BEN), signed under penalties of perjury, attesting to the holder’s exempt status. Such statements can be obtained from the IRS website at www.irs.gov or from the Depositary.

Tahoe reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligations regarding backup withholding.

A HOLDER WHO FAILS TO PROPERLY COMPLETE THE IRS FORM W-9 SET OUTIN THIS LETTER OF TRANSMITTAL OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8, MAY BE SUBJECT TO BACKUP WITHHOLDING OF 28% OF THE GROSS PROCEEDS OF ANY CASH PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE ARRANGEMENT AND MAY BE SUBJECT TO PENALTIES. BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER, THE TAX LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL BE REDUCED BY THE AMOUNT OF TAX WITHHELD. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED BY FILING A CLAIM FOR REFUND WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS WITHHELD BY REASON OF BACKUP WITHHOLDING.

7. Lost Certificates

In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding Rio Alto Shares that were transferred to Tahoe pursuant to the Arrangement, shall have been lost, stolen or destroyed, the holder claiming such certificate to be lost, stolen or destroyed must make an affidavit of that fact and the Depositary will deliver a certificate representing the Tahoe Shares that such holder is entitled to receive in accordance with the Plan

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of Arrangement. When authorizing such delivery, the holder to whom certificate(s) representing such Tahoe Shares and a cheque representing the Cash Consideration is to be delivered shall, as a condition precedent to such delivery, give a bond satisfactory to Tahoe and the Depositary in such amount as Tahoe and the Depositary may direct, or otherwise indemnify Tahoe and the Depositary in a manner satisfactory to Tahoe and the Depositary, against any claim that may be made against Tahoe and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

8. Direct Registration System

All Tahoe Shares that form part of the Consideration will be issued in the Direct Registration System, or DRS. The DRS is a system that allows you to hold your Tahoe Shares in “book-entry” form without having a physical share certificate issued as evidence of ownership. Instead, your Tahoe Shares will be held in your name and registered electronically in Tahoe's records, which will be maintained by its transfer agent, Computershare Trust Company of Canada (“Computershare”). The Direct Registration System eliminates the need for shareholders to safeguard and store certificates, it avoids the significant cost of a surety bond for the replacement of, and the effort involved in replacing, physical certificate(s) that might be lost, stolen or destroyed and it permits/enables electronic share transactions.

Upon completion of the Arrangement you will receive an initial DRS statement acknowledging the number of Tahoe Shares you hold in your DRS account. Each time you have any movement of shares into or out of your DRS account, you will be mailed an updated DRS statement. You may request a statement at any time by contacting Computershare or by accessing your account online at www.computershare.com/investorcentrecanada.

At any time you may request a share certificate for all or a portion of the Tahoe Shares held in your DRS account. Simply contact Computershare with your request. A share certificate for the requested number of Tahoe Shares will be sent to you by first class mail upon receipt of your instructions, at no cost to you.

For more information about DRS, please contact Computershare at 1-800-564-6253 (toll free within Canada and the U.S.) or 1-514-982-7555 (outside of Canada and the U.S.) or visit Computershare on-line at www.computershare.com/investorcentrecanada.

9. Miscellaneous

(a)	If the space on this Letter of Transmittal is insufficient to list all certificates for Rio Alto Shares, additional certificate numbers and number of Rio Alto Shares may be included on a separate signed list affixed to this Letter of Transmittal.
(b)	If Rio Alto Shares are registered in different forms (e.g., “John Doe” and “J. Doe”) a separate Letter of Transmittal should be signed for each different registration.
(c)	No alternative, conditional or contingent deposits of Rio Alto Shares will be accepted and no fractional Tahoe Shares will be issued.
(d)	Additional copies of the Letter of Transmittal may be obtained from the Depositary at the address set out on the back of this Letter of Transmittal.
(e)	This Letter of Transmittal will be construed in accordance with and be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein.

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(g) The holder of the Rio Alto Shares that are the subject of this Letter of Transmittal hereby unconditionally and irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia and the courts of appeal therefrom.

9. Representations

The representations made by the holders of Rio Alto Shares in this Letter of Transmittal will survive the Effective Time of the Arrangement.

The Depositary is:	COMPUTERSHARE INVESTOR SERVICES INC.
By Mail	P.O. Box 7021
	31 Adelaide ST E
	Toronto, ON M5C 3H2
	Attention: Corporate Actions
By Registered Mail, Hand or by Courier	100 University Avenue
	8th Floor
	Toronto, ON M5J 2Y1
	Attention: Corporate Actions
	Toll Free (North America): 1-800-564-6253
	Overseas: 1-514-982-7555
	E-Mail: corporateactions@computershare.com

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