FRANCO-NEVADA CORPORATION

and -

DISCOVERY SILVER CORP.

FINANCING TRANSACTIONS IMPLEMENTATION AGREEMENT

DATED JANUARY 27, 2025

ARTICLE 1 INTERPRETATION

5
- 1.1 Definitions 5
- 1.2 Actions on Non-Business Days 10
- 1.3 Currency and Payment Obligations 10
- 1.4 Calculation of Time 10
- 1.5 Additional Rules of Interpretation 10

ARTICLE 2 CLOSING MATTERS

11
- 2.1 Closing Matters 11

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

12
- 3.1 Representations and Warranties of FNC 12
- 3.2 Representations and Warranties of DSC 13

ARTICLE 4 CLOSING ARRANGEMENTS

14
- 4.1 Closing 14
- 4.2 FNC’s Closing Deliveries 14
- 4.3 DSC’s Closing Deliveries 15

ARTICLE 5 CONDITIONS OF CLOSING

16
- 5.1 DSC’s Conditions 16
- 5.2 Condition Not Fulfilled 17
- 5.3 FNC’s Conditions 17
- 5.4 Condition Not Fulfilled 19

ARTICLE 6 INDEMNIFICATION

19
- 6.1 Survival 19
- 6.2 Indemnity by FNC 19
- 6.3 Indemnity by DSC 19
- 6.4 Agency for Non-Parties 20
- 6.5 Cooperation 20

ARTICLE 7 COVENANTS

20
- 7.1 Action During Interim Period 20
- 7.2 Post-Closing Covenants 22
- 7.3 Consents and Approvals 22

ARTICLE 8 TERMINATION

22
- 8.1 Grounds for Termination 22
- 8.2 Effect of Termination 23

ARTICLE 9 GENERAL

23
- 9.1 Expenses 23
- 9.2 Affiliates 23
- 9.3 Public Announcements 24
- 9.4 Notices 24

9.5 Time of Essence...25
9.6 Further Assurances...25
9.7 Entire Agreement...25
9.8 Amendment...26
9.9 Waiver...26
9.10 Severability...26
9.11 Specific Performance...26
9.12 Attornment...26
9.13 Governing Law...27
9.14 Successors and Assigns; Assignment...27
9.15 Third Party Beneficiaries...27
9.16 Counterparts...27

Exhibit A - Form of Royalty Agreement
Exhibit B - Form of Term Loan Agreement
Exhibit C - Form of Title Opinion
Exhibit D - Porcupine Acquisition Agreement

FINANCING TRANSACTIONS IMPLEMENTATION AGREEMENT

THIS FINANCING TRANSACTIONS IMPLEMENTATION AGREEMENT dated January 27, 2025 is made

BETWEEN

FRANCO-NEVADA CORPORATION (“FNC”)

and -

DISCOVERY SILVER CORP. (“DSC”)

RECITALS

A. Franco-Nevada Canada Holdings Corp. proposes to enter into the Royalty Agreement with Project Owner and DSC, pursuant to which Franco-Nevada Canada Holdings Corp. shall be granted the Royalty on a concurrent basis with (and effective immediately after) the completion of the Porcupine Acquisition Transaction (the “Royalty Transaction”).

B. Franco Nevada GLW Holdings Corp. proposes to enter into the Term Loan Agreement with Project Owner and DSC, pursuant to which the Term Facility shall be made available to Project Owner (the “Term Loan Transaction”).

C. FNC proposes to participate in the Equity Financing, pursuant to which FNC shall subscribe for the Subscribed DSC Shares (the “Equity Financing Transaction”, and collectively with the Royalty Transaction and the Term Loan Transaction, the “Financing Transactions”).

D. As a condition to each of the Parties’ respective obligations herein to complete the Financing Transactions, the Porcupine Acquisition Transaction shall have closed in accordance with the terms of the Porcupine Acquisition Agreement, including such that at or prior to Closing: (i) the Project Owner is or becomes the legal and beneficial owner of the Porcupine Assets; and (ii) DSC is or will become the registered and beneficial owner of the Project Owner Shares (collectively, the “Porcupine Acquisition Transaction Closing Condition”).

E. Subject to the terms and conditions contained herein, the Parties agree that (i) the Equity Financing Transaction will have been completed and the proceeds therefrom will be released from escrow, (ii) the Royalty Transaction will be completed, and (iii) the Term Loan Agreement will be entered into by the parties thereto, in each case concurrently with the satisfaction of the Porcupine Acquisition Transaction Closing Condition.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

Capitalized terms used in this Agreement (including the preamble and recitals hereto) and not otherwise defined herein shall have the following meanings:

"Affiliate" means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be deemed to "control" another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term "controlled" shall have a similar meaning.

"Agreement" means this Financing Transactions Implementation Agreement, together with all the Exhibits attached hereto, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

"Applicable Law" means, with respect to any Person, property, transaction, event or other matter, any law, statute, regulation, code, ordinance, principle of common law or equity, rule, municipal by-law, Order or other requirement having the force of law ("Law") enacted, adopted, promulgated or applied by a Governmental Authority in each case relating or applicable to such Person, property, transaction, event or other matter.

"Business Day" means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario or the City of Vancouver, British Columbia.

"Closing" means the completion of the Financing Transactions, including (i) the execution and delivery of the Royalty Agreement and Term Loan Agreement, and (ii) the issuance of the Subscribed DSC Shares, subject to and in accordance with the terms and conditions of this Agreement.

"Closing Date" means the date that is the Porcupine Acquisition Transaction Closing Date.

"Consideration Shares" has the meaning set out in the Porcupine Acquisition Agreement.

"Damages" means any loss, cost, liability, claim, obligation, charge, interest, fine, penalty, assessment, taxes, damage or expense (including fees and expenses of legal counsel); provided that Damages shall not include any indirect, special, consequential, punitive, aggravated, or incidental damages.

"DSC" has the meaning set out in the preamble hereto.

"DSC Deliverables" has the meaning set out in Section 2.1(b).

"DSC Shares" means the common shares in the capital of DSC.

"DSC's Indemnified Parties" means DSC, its Affiliates and each of their respective directors, officers, employees and agents.

"Equity Financing" means the issuance of DSC Shares by DSC pursuant to the bought deal subscription receipt financing which DSC shall launch concurrently with the execution of this Agreement, from which DSC shall receive proceeds of no less than $150,000,000, including the Equity Financing Transaction.

"Equity Financing Transaction" has the meaning set out in the recitals.

"Financing Transactions" has the meaning set out in the recitals.

"FNC" has the meaning set out in the preamble hereto.

"FNC Deliverables" has the meaning set out in Section 2.1(a).

"FNC's Indemnified Parties" means FNC, its Affiliates and each of their respective directors, officers, employees and agents.

"Governmental Authority" means:

(a) any domestic or foreign government, whether national, federal, provincial, state, territorial, regional, municipal or local (whether administrative, legislative, executive or otherwise);

(b) any agency, authority, ministry, department, regulatory body, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government;

(c) any court, tribunal, commission, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar functions; and

(d) any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange or professional association,

"Indemnified Party" means a Person whom DSC or FNC, as the case may be, is required to indemnify under Article 6.

"Indemnifying Party" means, in relation to an Indemnified Party, the Party that is required to indemnify such Indemnified Party under Article 6.

"Interim Period" means the period from the date of this Agreement to the Closing Date.

"Law" has the meaning set out in the definition of "Applicable Law".

"Legal Proceeding" means any litigation, action, application, suit, hearing, claim, civil, administrative, regulatory or criminal, arbitration proceeding or other similar proceeding, before or by any Governmental Authority, and includes any appeal or review thereof and any application for leave for appeal or review.

"Material Adverse Change" means, any change, effect, event or circumstance that, individually or in the aggregate with other such changes, effects, events or circumstances, has had or would reasonably be expected to have a material adverse effect on the business, operations, assets, properties, liabilities, capitalization, condition (financial or otherwise), or results of operations of the Vendor, Goldcorp Canada Ltd. (if not the Vendor) or the Project Owner in respect of the Mines; provided that no change, effect, event or circumstance resulting from or attributable to any of the following shall be deemed to be, or taken into account in determining whether there has been or would reasonably expected to be, a Material Adverse Change: (a) the public announcement of the execution of this Agreement, the Porcupine Acquisition Agreement, or the transactions contemplated hereby or thereby; (b) any action taken (or omitted to be taken) at the request of FNC under this Agreement, or at the request of DSC under the Porcupine Acquisition Agreement (but only if and to the extent that DSC has received FNC's prior consent in writing (which consent FNC shall not unreasonably withhold)); (c) any action taken by a Party that is required or permitted pursuant to this Agreement, or any action taken by a party to the Porcupine Acquisition Agreement that is required or permitted pursuant to the Porcupine Acquisition Agreement; (d) any failure to meet internal or published projections, estimates, or forecasts of revenues, earnings, or other measures of financial or operating performance for any period; (e) general political, economic or financial conditions, including in Canada or the United States; (f) the state of securities or commodity markets in general; (g) any change in currency exchange rates; (h) any change in Applicable Laws or in the interpretation or application thereof by any Governmental Authority; (i) any change in generally accepted accounting principles or in the interpretation or application thereof by any Governmental Authority; (j) any war (whether or not declared), armed hostilities, act of terrorism, military action or the escalation or worsening thereof; (k) any act of God, pandemics, natural disasters or similar calamities or other similar force majeure events; (l) [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]; and (m) changes affecting the mining industry generally or the price of gold, silver or copper; provided that, in the case of clauses (e), (h) and (i), any such change, effect, event or circumstance shall not be excluded to the extent the same disproportionately affects (individually or together with other changes, effects, events or circumstances) the subject Party, as compared to other similarly situated Persons.

"Material Indebtedness" has the meaning set out in the Royalty Agreement.

"Mines" has the meaning set out in the Porcupine Acquisition Agreement.

"No Interest Letter" has the meaning set out in the Royalty Agreement.

"Order" means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

"Ordinary Course of Business" when used in relation to the taking of any action by DSC or an Affiliate thereof, as the context requires, means that the action in respect of the business of such Person:

(a) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of normal day-to-day operations of such Person; or

(b) is similar in nature, scope and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

"Outside Date" means April 30, 2025; provided that to the extent that the outside date for completion of the Porcupine Acquisition Transaction is extended in a reasonable manner under the Porcupine Acquisition Agreement, then the Outside Date shall be extended in a similar manner; and provided further that the Outside Date shall be no later than July 15, 2025.

"Party" means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and "Parties" means every Party.

"Person" is to be broadly interpreted and includes an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal Representatives of an individual in such capacity.

"Porcupine Acquisition Agreement" means the Share Purchase Agreement between Goldcorp Canada Ltd. and DSC, an executed copy of which is attached hereto as Exhibit D.

"Porcupine Acquisition Transaction" means the transactions contemplated pursuant to and in accordance with the Porcupine Acquisition Agreement, whereby, inter alia, (i) the Project Owner becomes the legal and beneficial owner of the Porcupine Assets, and (ii) DSC is or will become the registered and beneficial owner of the Project Owner Shares.

"Porcupine Acquisition Transaction Closing Condition" has the meaning set out in the recitals.

"Porcupine Acquisition Transaction Closing Date" means the closing date of the Porcupine Acquisition Transaction, being the date upon which the Porcupine Acquisition Transaction is completed pursuant to and in accordance with the Porcupine Acquisition Agreement.

"Porcupine Assets" means all of the assets (including the Company Assets (as such term is defined in the Porcupine Acquisition Agreement)), property and undertaking to be acquired or intended to be acquired by the Project Owner pursuant to and in connection with the Porcupine Acquisition Transaction, which assets include, inter alia, the Property, the Project and the Mines.

"Project" has the meaning set out in the Royalty Agreement.

"Project Owner" means the Company (as such term is defined in the Porcupine Acquisition Agreement).

"Project Owner Shares" means all of the shares in the capital of the Project Owner.

"Property" has the meaning set out in the Royalty Agreement.

"Representative" when used with respect to a Person means each director, officer, employee, consultant, financial adviser, legal counsel, accountant and other agent, adviser or representative of that Person.

"Royalty" has the meaning set out in the Royalty Agreement.

"Royalty Agreement" means the Net Smelter Return Royalty Agreement to be entered into by Franco-Nevada Canada Holdings Corp., DSC and the Project Owner, substantially in the form attached hereto as Exhibit A.

"Royalty Agreement Fundamental Representations" means those representations and warranties set out in Sections 1 (Organization and Powers), 2 (Authorization; No Conflict), 4 (Execution; Binding Obligations), 5 (Consents) and 15 (Brokers and Finders) of Schedule D attached to the Royalty Agreement.

"Royalty Agreement Non-Fundamental Representations" means those representations and warranties set out in Sections 3 (Solvency), 6 (No Defaults), 7 (Litigation), 8 (Insurance), 9 (Title to Property; Liens), 10 (Authorizations), 11 (Compliance with Applicable Laws), 12 (No Subordination), 13 (Mineral Reserves and Resources), 14 (Regulatory Compliance), 16 (Disclosure) of Schedule D attached to the Royalty Agreement.

"Royalty Transaction" has the meaning set out in the recitals.

"Royalty Transaction Purchase Price" means the Purchase Price (as such term is defined in the Royalty Agreement).

"Subscribed DSC Shares" means 76,388,888 DSC Shares (or if the overallotment option referred to in the bought deal letter between DSC and the underwriters dated the date hereof is exercised in full, 78,833,333 DSC Shares) at a price of C$0.90 per DSC Share, to be issued to FNC on Closing in connection with the Equity Financing.

"Term Facility" has the meaning set out in the Term Loan Agreement

"Term Loan Agreement" means the Term Loan Agreement to be entered into by Franco Nevada GLW Holdings Corp., DSC and the Project Owner, substantially in the form attached hereto as Exhibit B.

"Term Loan Transaction" has the meaning set out in the recitals.

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“Vendor” has the meaning set out in the Porcupine Acquisition Agreement.

1.2 Actions on Non-Business Days

If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day.

1.3 Currency and Payment Obligations

Except as otherwise expressly provided in this Agreement:

(a) all dollar amounts referred to in this Agreement are stated in United States Dollars;

(b) any payment contemplated by this Agreement shall be made by wire transfer of immediately available funds to an account specified by the payee, by cash, by certified cheque or by any other method that provides immediately available funds; and

(c) except in the case of any payment due on the Closing Date, any payment due on a particular day must be received by and be available to the payee not later than 2:00 p.m. (Eastern time) on the due date at the payee’s address for notice under Section 9.4 or such other place as the payee may have specified in writing to the payor in respect of a particular payment and any payment made after that time shall be deemed to have been made and received on the next Business Day.

1.4 Calculation of Time

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. Eastern time on the last day of the period. If any period of time is to expire hereunder on any day that is not a Business Day, the period shall be deemed to expire at 5:00 p.m. Eastern time on the next succeeding Business Day.

1.5 Additional Rules of Interpretation

(1) Gender and Number. In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.

(2) Headings and Table of Contents. The inclusion in this Agreement of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and are not intended to be full or precise descriptions of the text to which they refer.

(3) Section References. Unless the context requires otherwise, references in this Agreement to Articles, Sections, Schedules or Exhibits are to Articles, Sections, Schedules or Exhibits of this Agreement.

(4) Words of Inclusion. Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” and

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the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.

(5) References to this Agreement. The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it.

(6) Statute References. Unless otherwise indicated, all references in this Agreement to any statute include the statute and the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.

(7) Document References. All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto.

ARTICLE 2

CLOSING MATTERS

2.1 Closing Matters

At the time of Closing on the Closing Date, on and subject to the terms and conditions of this Agreement:

(a) FNC shall, or shall cause its Affiliate(s), as applicable, to:

(i) execute and deliver:

(A) the Royalty Agreement, together with all documents required to be delivered pursuant to the terms and conditions of the Royalty Agreement; and

(B) the Term Loan Agreement,

(collectively, the “FNC Deliverables”); and

(ii) pay the Royalty Transaction Purchase Price to the Project Owner pursuant to and in accordance with the terms and conditions of the Royalty Agreement; and

(b) DSC shall, or shall cause its Affiliate(s) (including Project Owner), as applicable, to execute and deliver:

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(i) the Royalty Agreement, together with all documents required to be delivered pursuant to the terms and conditions of the Royalty Agreement; and

(ii) the Term Loan Agreement,

(collectively, the "DSC Deliverables").

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of FNC

Acknowledging that DSC is entering into this Agreement in reliance upon the representations and warranties of FNC set out in this Section 3.1, FNC represents and warrants to DSC as follows:

(1) Incorporation and Corporate Power. Each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables, as applicable, is a corporation incorporated, organized and subsisting under the laws of the jurisdiction of its incorporation. Each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables, as applicable, has the corporate power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to perform its obligations under this Agreement and under all such other agreements and instruments contemplated hereby.

(2) Authorization. The execution and delivery of this Agreement and all other agreements and instruments to be executed by each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables, as applicable, as contemplated herein and the completion of the transactions contemplated by this Agreement and all such other agreements and instruments contemplated hereby have been duly authorized by all necessary corporate action on the part of each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables, as applicable.

(3) Enforceability of Obligations. This Agreement has been duly executed and delivered by FNC and constitutes a legal, valid and binding obligation of FNC enforceable against FNC in accordance with its terms subject to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

(4) Absence of Conflicting Agreements. The execution, delivery and performance of this Agreement by each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables, as applicable, and the completion of the transactions contemplated by this Agreement, subject to the conditions contained in this Agreement, do not and will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any of the terms, conditions or provisions of the constating documents of each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables, as applicable.

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(5) No Lawsuits or Claims. There are no unsatisfied Legal Proceedings or third party claims in existence or, to the knowledge of FNC, threatened by, on behalf of, or against each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables, as applicable, or imposed by any Governmental Authority or third party, whether or not insured which may have an adverse effect on the ability of each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables, as applicable, to complete the Financing Transactions.

3.2 Representations and Warranties of DSC

Acknowledging that FNC is entering into this Agreement in reliance upon the representations and warranties of DSC set out in this Section 3.2, DSC represents and warrants to FNC as follows:

(1) Incorporation and Corporate Power. Each of DSC and its Affiliate(s) who are party to any of the DSC Deliverables, as applicable, is a corporation incorporated, organized and subsisting under the laws of the jurisdiction of its incorporation. Each of DSC and its Affiliate(s) who are party to any of the DSC Deliverables, as applicable, has the corporate power, authority and capacity to execute and deliver this Agreement and has or will have by Closing the corporate power, authority and capacity to execute and deliver all other agreements and instruments to be executed by it as contemplated herein and to perform its obligations under this Agreement and under all such other agreements and instruments contemplated hereby.

(2) Authorization. The execution and delivery of this Agreement and all other agreements and instruments to be executed by each of DSC and its Affiliate(s) who are party to any of the DSC Deliverables, as applicable, as contemplated herein and the completion of the transactions contemplated by this Agreement and all such other agreements and instruments contemplated hereby have been, or will be by Closing, duly authorized by all necessary corporate action on the part of each of DSC and its Affiliate(s) who are party to any of the DSC Deliverables, as applicable.

(3) Enforceability of Obligations. This Agreement has been duly executed and delivered by DSC and constitutes a valid and binding obligation of DSC enforceable against DSC in accordance with its terms subject to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

(4) Absence of Conflicting Agreements. The execution, delivery and performance of this Agreement by each of DSC and its Affiliate(s) who are party to any of the DSC Deliverables, as applicable, and the completion of the transactions contemplated by this Agreement, subject to the conditions contained in this Agreement, do not and will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any of the terms, conditions or provisions of the constating documents or any material contracts of any of DSC and its Affiliate(s) who are party to any of the DSC Deliverables, as applicable.

(5) No Lawsuits or Claims. There are no unsatisfied Legal Proceedings or third party claims in existence or, to the knowledge of DSC, threatened by, on behalf of, or against any of

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Goldcorp Canada Ltd. or the Project Owner in respect of any of the Mines or the Porcupine Acquisition Transaction, or any of DSC or its Affiliate(s) who are party to any of the DSC Deliverables, as applicable, or imposed by any Governmental Authority or third party, whether or not insured which may have an adverse effect on the ability of any of Goldcorp Canada Ltd., the Project Owner, DSC or its Affiliate(s) who are party to any of the DSC Deliverables, as applicable, to complete the Financing Transactions and the Porcupine Acquisition Transaction, or any of them, or which may prevent or restrict the entry into the Royalty Agreement or the grant of the Royalty thereunder.

ARTICLE 4

CLOSING ARRANGEMENTS

4.1 Closing

Subject to the terms and conditions set forth in this Agreement, the Closing shall take place at the office of Goodmans LLP in Toronto, Ontario on the Closing Date, or such other date as FNC and DSC may agree to in writing. Notwithstanding the previous sentence, the Closing can take place virtually on the Closing Date by exchange of executed documents by electronic mail, other electronic means or courier and payment by wire transfer of immediately available funds, as applicable.

4.2 FNC's Closing Deliveries

At the Closing, FNC shall deliver or cause to be delivered to DSC the following documents:

(a) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation with respect to each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables, as applicable, in each case dated no earlier than three (3) Business Days prior to the Closing Date;

(b) a certificate of the President or other senior officer of FNC certifying:

(i) the corporate status of each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables;

(ii) all required resolutions of the board of FNC and its Affiliates authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by FNC and its Affiliates; and

(iii) the incumbency and signatures of the officers of each of FNC and its Affiliate(s) who are party to any of the FNC Deliverables, as applicable, executing this Agreement and any other document relating to the transactions contemplated by this Agreement;

(d) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by DSC (to the extent consistent with what a reasonable

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operator would require in the circumstances) to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to DSC, acting reasonably.

4.3 DSC’s Closing Deliveries

At the Closing, DSC shall deliver or cause to be delivered to FNC the following documents:

(a) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation with respect to each of DSC and its Affiliate(s) who are party to any of the DSC Deliverables (including the Project Owner), in each case dated no earlier than three (3) Business Days prior to the Closing Date;

(b) a certificate of the President or other senior officer of DSC certifying:

(i) the corporate status of each of DSC and its Affiliate(s) who are party to any of the DSC Deliverables (including the Project Owner);

(ii) all required resolutions of the management, board and/or equity holder(s) of each of DSC and its Affiliate(s) (including the Project Owner) authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by DSC and its Affiliates (including the Project Owner); and

(iii) the incumbency and signatures of the officers of each of DSC and its Affiliate(s) who are party to any of the DSC Deliverables (including the Project Owner), as applicable, executing this Agreement and any other document relating to the transactions contemplated by this Agreement;

(d) a No Interest Letter in respect of any Material Indebtedness of DSC and its Affiliates (including the Project Owner) as at the Closing Date, from each lender or other applicable counterparty thereto, executed by such lender or other applicable counterparty thereto;

(e) legal opinions addressed to FNC, in form and substance satisfactory to FNC, acting reasonably, dated as of the Closing Date, from external legal counsel to DSC and the Project Owner confirming: (i) the legal status of each of DSC and the Project Owner; (ii) the corporate power and authority of each of DSC and the Project Owner to execute, deliver and perform their respective obligations under the Royalty Agreement; (iii) the authorization, execution and delivery of the Royalty Agreement; (iv) the enforceability of the Royalty Agreement; and (v) no breach of constating documents or any Applicable Laws in connection with the Royalty Agreement;

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(f) a title opinion executed and delivered by Cassels Brock & Blackwell LLP, confirming the Project Owner’s legal and beneficial title to the Porcupine Assets (including, without limitation, covering each of the Properties listed in schedules A, B, C and D of Exhibit C) as at the Closing Date, substantially in the form attached hereto as Exhibit C; and

(g) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by FNC (to the extent consistent with what a reasonable royalty financing provider would require in the circumstances) to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to FNC, acting reasonably.

ARTICLE 5

CONDITIONS OF CLOSING

5.1 DSC’s Conditions

DSC shall not be obligated to complete the transactions contemplated by this Agreement, including completing the Financing Transactions, unless, at or before the time of Closing on the Closing Date, each of the conditions listed below in this Section 5.1 has been satisfied (or waived by DSC), it being understood that the said conditions are included for the exclusive benefit of DSC.

(1) Representations and Warranties. The representations and warranties of FNC in Section 3.1 shall be true and correct as at the Closing in all material respects.

(2) FNC’s Compliance and Deliverables. FNC shall have performed and complied, in all material respects, with, or caused to be performed and complied, in all material respects, with, all of the covenants, obligations, agreements, terms and conditions in this Agreement on its part to be performed or complied with at or before the time of Closing on the Closing Date and shall have executed and delivered or caused to have been executed and delivered to DSC at the Closing all the documents and deliveries contemplated in Section 4.2 and elsewhere in this Agreement.

(3) Porcupine Acquisition Closing. The Porcupine Acquisition Transaction Closing Condition shall have been satisfied.

(4) Equity Financing Transaction. The Equity Financing Transaction shall have completed.

(5) FNC Bring-Down Certificate. FNC shall have delivered to DSC a certificate of an authorized signatory of FNC, dated as of the Closing Date, to the effect that the conditions specified in Section 5.1(1) and Section 5.1(2) have been satisfied.

(6) No Litigation. During the Interim Period, there shall have been no Order (whether temporary, preliminary or permanent) made against any Party or against any of their respective Affiliates or any of their respective directors or officers, for the purpose of enjoining, prohibiting, preventing or restraining, temporarily or permanently, the completion of the transactions contemplated by this Agreement and which Order remains in effect.

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(7) No Law. During the Interim Period, no Governmental Authority shall have enacted, issued or promulgated any Law which remains in effect and has the effect of (a) making any of the transactions contemplated by this Agreement illegal, or (b) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by this Agreement.

(8) Required Approvals. Any and all federal, provincial and other regulatory authorizations, approvals, permits and registrations required by applicable Governmental Authorities in connection with the Royalty Transaction, the Equity Financing Transaction, the Porcupine Acquisition Transaction and the entering into of the Term Loan Agreement shall have been obtained, other than those regulatory authorizations, approvals, permits and registrations which would customarily be received post-closing.

(9) Required Consents. Any third party consents required in connection with the Royalty Transaction, the Equity Financing Transaction, the Porcupine Acquisition Transaction and the entering into of the Term Loan Agreement shall have been obtained, other than those consents which would customarily be received post-closing.

5.2 Condition Not Fulfilled

If any condition in Section 5.1 has not been fulfilled at or before the Outside Date or if any such condition is, or becomes, impossible to satisfy prior to the Outside Date, other than as a result of the failure of DSC to comply with its obligations under this Agreement, then DSC in its sole discretion may, without limiting any rights or remedies available to DSC at law or in equity, either:

(a) terminate this Agreement by notice to FNC, as provided in Section 8.1(c); or
(b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

5.3 FNC’s Conditions

FNC shall not be obligated to complete the transactions contemplated by this Agreement, including completing the Financing Transactions, unless, at or before the time of Closing on the Closing Date, each of the conditions listed below in this Section 5.3 has been satisfied (or waived by FNC), it being understood that the said conditions are included for the exclusive benefit of FNC.

(1) Representations and Warranties. The representations and warranties of DSC and its Affiliates (including the Project Owner) in:

(a) Section 3.2 of this Agreement; and
(b) the Royalty Agreement Fundamental Representations,

in each foregoing case shall be true and correct as at the Closing in all material respects; and

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(c) the Royalty Agreement Non-Fundamental Representations, shall be true and correct as at the Closing, except where the failure of such representations and warranties to be true and correct would not constitute a Material Adverse Change.

(2) DSC’s Compliance and Deliverables. DSC and its Affiliates shall have:

(a) performed and complied in all material respects with, or caused to be performed and complied, in all material respects, with, all of the covenants, obligations, agreements, terms and conditions in this Agreement on its part to be performed or complied with at or before the time of Closing on the Closing Date, other than Sections 7.1(2)(d) to 7.1(2)(i) (inclusive); and

(b) executed and delivered or caused to have been executed and delivered to FNC at the Closing all the documents and deliveries contemplated in Section 4.3 and elsewhere in this Agreement.

(3) Porcupine Acquisition Closing. The Porcupine Acquisition Transaction Closing Condition shall have been satisfied.

(4) Equity Financing Transaction. The Equity Financing (including the Equity Financing Transaction) shall have completed.

(5) DSC Bring-Down Certificate. DSC shall have delivered to FNC a certificate of an authorized signatory of DSC, dated as of the Closing Date, to the effect that the conditions specified in Section 5.3(1) and the Section 5.3(2) have been satisfied.

(6) Material Adverse Change. During the Interim Period, there shall have been no Material Adverse Change, individually or in the aggregate, that is continuing.

(7) No Litigation. During the Interim Period, there shall have been no Order (whether temporary, preliminary or permanent) made against any Party or against any of their respective Affiliates or any of their respective directors or officers, for the purpose of enjoining, prohibiting, preventing or restraining the completion of the transactions contemplated by this Agreement and which Order remains in effect.

(8) No Law. During the Interim Period, no Governmental Authority shall have enacted, issued or promulgated any Law which remains in effect and has the effect of (i) making any of the transactions contemplated by this Agreement illegal, or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by this Agreement.

(9) Required Approvals. Any and all federal, provincial and other regulatory authorizations, approvals, permits and registrations required by applicable Governmental Authorities in connection with the Royalty Transaction, the Equity Financing Transaction, the Porcupine Acquisition Transaction and the entering into of the Term Loan Agreement shall have been obtained, other than those regulatory authorizations, approvals, permits and registrations which would customarily be received post-closing.

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(10) Required Consents. Any third party consents required in connection with the Royalty Transaction, the Equity Financing Transaction, the Porcupine Acquisition Transaction and the entering into of the Term Loan Agreement shall have been obtained, other than those consents which would customarily be received post-closing.

5.4 Condition Not Fulfilled

If any condition in Section 5.3 has not been fulfilled at or before the Outside Date or if any such condition is, or becomes, impossible to satisfy prior to the Outside Date, other than as a result of the failure of FNC to comply with its obligations under this Agreement, then FNC in its sole discretion may, without limiting any rights or remedies available to FNC at law or in equity, either:

(a) terminate this Agreement by notice to DSC as provided in Section 8.1(d); or
(b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

ARTICLE 6 INDEMNIFICATION

6.1 Survival

All provisions of this Agreement and of any other agreement, certificate or instrument delivered pursuant to this Agreement, other than the conditions in Article 5 hereof, shall not merge on Closing but shall survive the execution, delivery and performance of this Agreement, the Closing and the execution and delivery of any agreements, certificates and instruments delivered pursuant to this Agreement.

6.2 Indemnity by FNC

From and after the date hereof, FNC shall indemnify DSC’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

(a) any inaccuracy in or breach of any representation or warranty of FNC contained in this Agreement; and
(b) any breach or any non-fulfilment of any covenant on the part of FNC contained in this Agreement.

6.3 Indemnity by DSC

From and after the date hereof, DSC shall indemnify FNC’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

(a) any inaccuracy in or breach of any representation or warranty of DSC contained in this Agreement; and

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(b) any breach or non-fulfilment of any covenant or agreement on the part of DSC contained in this Agreement.

6.4 Agency for Non-Parties

Notwithstanding Section 9.15, each Party hereby accepts each indemnity in favour of each of its Indemnified Parties who are not Parties as agent and trustee of that Indemnified Party. Each Party may enforce an indemnity in favour of any of that Party’s Indemnified Parties on behalf of each such Indemnified Party.

6.5 Cooperation

Each Indemnified Party and Indemnifying Party shall reasonably cooperate and assist each other in determining the validity of any claim for indemnity by an Indemnified Party and otherwise in resolving such matters. Such assistance and cooperation will include providing reasonable access to information, records and documents relating to such matters and furnishing employees to assist in the investigation, defence and resolution of such matters.

ARTICLE 7 COVENANTS

7.1 Action During Interim Period

(1) Operate in Ordinary Course. During the Interim Period, except as contemplated by the Porcupine Acquisition Transaction or this Agreement, DSC shall conduct its business, including with respect to the ownership and operation of its assets, in the Ordinary Course of Business in material compliance with Applicable Law and the terms and conditions of all applicable contracts, and in a manner consistent with past custom and practice.

(2) Negative Covenants. Without limiting the generality of Section 7.1(1), during the Interim Period, except as expressly permitted or specifically contemplated by this Agreement, as required in order to comply with Applicable Law, or as FNC otherwise may consent in writing (which consent FNC shall not unreasonably withhold), DSC shall not take any of the following actions:

(a) amend or modify the Porcupine Acquisition Agreement or the structure of the Porcupine Acquisition Transaction in any material respect or in any way that could have an adverse effect on FNC or its Affiliates, or their respective rights and interests in connection with the Royalty Agreement or the Term Loan Agreement, or in any other way that would be inconsistent with the Financing Transactions as contemplated herein;

(b) waive any term or condition of the Porcupine Acquisition Agreement, or any document, certificate, disclosure letter or schedule or other document delivered in connection therewith;

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(d) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any businesses or assets, which individually or in the aggregate, have a value of more than [REDACTED: COMMERCIALLY SENSITIVE INFORMATION] or redeem, repurchase or otherwise acquire or offer to repurchase or otherwise acquire any shares or other securities of DSC or any of its subsidiaries;

(e) sell, lease or otherwise transfer any of its material assets, other than sales of inventory or assets in the Ordinary Course of Business;

(f) agree to create, grant and convey (or cause to be created, granted and conveyed) any royalty, stream, production payment or similar right (or option in respect of any of the foregoing) on, in respect of, or in reference to, all or any portion of the Property;

(g) make any material loans or capital contributions to, or material investments in, any other Person or create, incur, assume, any material indebtedness for borrowed money or guarantees other than in the Ordinary Course of Business;

(h) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any class of securities of DSC; or

(i) enter into or amend any material agreements to which it is a party, other than in the Ordinary Course of Business, following reasonable prior consultation with FNC,

provided, however, that notwithstanding anything to the contrary contained in this Section 7.1(2), nothing contained in this Agreement shall give FNC, directly or indirectly, the right to control or direct the operations of DSC.

(3) Positive Covenants. Without limiting the generality of Section 7.1(1), during the Interim Period, DSC shall:

(a) proceed diligently, honestly and in good faith and use, and cause its respective Representatives to use, commercially reasonable efforts to satisfy and assist in the satisfaction of the conditions to Closing set out in Sections 5.1 and 5.3 to the extent within its control, including using all commercially reasonable efforts to cause the consummation of the Porcupine Acquisition Transaction pursuant to and in accordance with the Porcupine Acquisition Agreement on a timely basis, including by: (i) complying with its obligations under the Porcupine Acquisition Agreement, (ii) using commercially reasonable efforts to satisfy all conditions to the consummation of the Porcupine Acquisition Agreement, and (iii) using commercially reasonable efforts to enforce its rights under the Porcupine Acquisition Agreement and all transaction documents contemplated thereby to cause the other parties thereto to comply with their obligations set forth therein necessary to cause the satisfaction of the conditions set forth therein;

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(b) promptly notify FNC in writing if (i) it becomes aware of any event or circumstance which could reasonably be expected to cause a Material Adverse Change under this Agreement or the Porcupine Acquisition Agreement, or (ii) it becomes aware of any material developments, or receives any material communications from any Governmental Authority in connection with the Financing Transactions, the Porcupine Acquisition Transaction and the Porcupine Acquisition Agreement, or any of them, as applicable, including in respect of any required approvals or consents;

(c) promptly notify FNC of any material event, occurrence, fact, circumstance, condition or change arising in respect of the Financing Transactions, the Porcupine Acquisition Transaction and the Porcupine Acquisition Agreement, or any of them, as applicable;

(d) promptly (and in any event no later than the date that is three (3) Business Days prior to the Porcupine Acquisition Transaction Closing Date) notify FNC of the satisfaction or waiver, as applicable, of each condition to closing set out in article 4 of the Porcupine Acquisition Agreement (other than those conditions which by their nature are to be satisfied by actions taken at such closing); and

(e) use commercially reasonable efforts to preserve intact its business and assets.

7.2 Post-Closing Covenants

DSC shall use the proceeds of the Equity Financing for the satisfaction of the purchase price for the acquisition of the Porcupine Assets under the Porcupine Acquisition Agreement, for working capital, capital expenditures and other development and operating expenses at the Project, and for general working capital purposes.

7.3 Consents and Approvals

Subject to the terms and conditions contained herein, the Parties shall cooperate and use commercially reasonable efforts to take, or cause to be taken, all appropriate actions, and to make, or cause to be made, all filings necessary, proper or advisable under Applicable Laws and to consummate and make effective the transactions contemplated by this Agreement on the Closing Date, including any and all efforts to obtain, prior to the Closing, any required consents and regulatory approvals.

ARTICLE 8 TERMINATION

8.1 Grounds for Termination

This Agreement may be terminated on or prior to the Closing Date:

(a) by the mutual written agreement of the Parties;

(b) by either of the Parties if the Closing shall not have been consummated on or before the Outside Date; provided that that the right to terminate this Agreement pursuant

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to this Section 8.1(b) shall not be available to any Party whose breach of any representation or warranty, or failure to perform any covenant or obligation under this Agreement, shall have been the cause of the failure of the Closing to occur on or prior to such date;

(d) by written notice from FNC to DSC as permitted in Section 5.4(a).

8.2 Effect of Termination

In the event of the termination of this Agreement pursuant to and in accordance with the terms hereof, this Agreement shall have no further legal effect and the Parties shall be released from all obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 8.2 shall relieve either Party from liability for any breach of this Agreement that occurred prior to such termination. Neither FNC nor its Affiliates shall have any liability for any termination or other fees or expenses payable by DSC to Goldcorp Canada Ltd. or any of its Affiliates pursuant to the Porcupine Acquisition Agreement.

ARTICLE 9 GENERAL

9.1 Expenses

Except as otherwise expressly provided herein, each Party shall be responsible for all costs and expenses (including any taxes imposed on such expenses) incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement (including the fees and disbursements of legal counsel, bankers, investment bankers, accountants, brokers and other advisers); provided that (i) in the event Closing occurs, any such costs and expenses incurred by FNC and its Affiliates in connection with the Term Loan Transaction shall be payable by DSC and Project Owner in accordance with section [2.14] of the Term Loan Agreement and FNC shall have the right to set-off the value of any such costs and expenses against the Royalty Purchase Price, and (ii) if the Porcupine Acquisition Agreement is terminated by any party thereto for any reason and, in connection with such termination, DSC is paid any Damages (as defined in the Porcupine Acquisition Agreement), DSC shall promptly reimburse FNC for all legal costs and expenses (including fees and disbursements) incurred by FNC in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement; provided that DSC shall not be required to pay FNC any amounts in excess of the quantum of Damages DSC receives pursuant to the Porcupine Acquisition Agreement.

9.2 Affiliates

Each of the Parties shall cause their respective Affiliates (including Project Owner (at all times subsequent to the satisfaction of the Porcupine Acquisition Transaction Closing Condition) in the case of DSC) to comply with the terms of this Agreement.

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9.3 Public Announcements

The Parties hereto may each publicly announce the transactions contemplated hereby following the execution and delivery of this Agreement, provided that the text and timing of such disclosing Party’s announcement must be approved by the other Party in advance, acting reasonably. No Party shall issue any press release or otherwise make public announcements with respect to this Agreement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under Applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing; and provided further that FNC may reproduce in its public disclosure information relating to the Mines that has already been publicly released by DSC or its Affiliates.

9.4 Notices

(1) Mode of Giving Notice. Any notice, direction, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (a) delivered personally, (b) sent by prepaid courier service or mail, or (c) sent by e-mail (return receipt requested) or other similar means of electronic communication, in each case to the applicable address set out below:

(a) if to FNC, to:

Franco-Nevada Corporation
199 Bay Street, Suite 2000
P.O. Box 285
Commerce Court Postal Station
Toronto, ON
M5L 1G9

Attention: Chief Legal Officer
Email: [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

with a copy (which shall not constitute notice) to:

Torys LLP
79 Wellington Street West
30th Floor, Box 270, TD South Tower
Toronto, ON

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M5K 1N2

Attention: Michael Amm
Email: [REDACTED: COMMERCIALY SENSITIVE INFORMATION]

(b) if to DSC, to:

Discovery Silver Corp.

701 - 55 University Ave

Toronto, ON M5J 2H7

Attention: Tony Makuch, Chief Executive Officer
Email: [REDACTED: COMMERCIALY SENSITIVE INFORMATION]

with a copy (which shall not constitute notice) to:

Cassels Brock & Blackwell LLP
Bay Adelaide Centre – North Tower
40 Temperance St Suite 3200
Toronto, ON M5H 0B4

Attention: Cathy Mercer
Email: [REDACTED: COMMERCIALY SENSITIVE INFORMATION]

(2) Deemed Delivery of Notice. Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of e-mailing or sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, e-mailed or sent before 4:30 p.m. (Eastern Time) on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth Business Day following the mailing thereof; provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt.

9.5 Time of Essence

Time shall be of the essence of this Agreement in all respects.

9.6 Further Assurances

Each Party shall from time to time promptly execute and deliver or cause to be executed and delivered all such further documents and instruments and shall do or cause to be done all such

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further acts and things in connection with this Agreement that the other Party may reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement or any provision thereof.

9.7 Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement.

9.8 Amendment

No amendment of this Agreement shall be effective unless made in writing and signed by the Parties.

9.9 Waiver

A waiver of any default, breach or non-compliance under this Agreement shall not be effective unless in writing and signed by the Party to be bound by the waiver, and then only in the specific instance and for the specific purpose for which it has been given. No waiver shall be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other Party. The waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

9.10 Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

9.11 Specific Performance

Notwithstanding Article 8, the Parties agree that irreparable harm may occur for which money Damages would not be an adequate remedy at law in the event that any Party breached its obligation to close the transaction herein contemplated on the Closing Date in accordance with the provisions of this Agreement. It is accordingly agreed that the Parties shall be entitled to seek injunctive and other equitable relief to prevent such breaches or threatened breach of this Agreement, and to enforce compliance with the terms of his Agreement requiring the other Parties hereto to close the transactions herein contemplated on the Closing Date in accordance with the provisions of this Agreement, this being in addition to any other remedy to which the Parties may be entitled at law or in equity in respect of such breach. Such remedies will not be the exclusive

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remedies for any such breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties in respect of such breach.

9.12 Attornment

Each Party agrees (a) that any Legal Proceeding relating to this Agreement may (but need not) be brought in any court of competent jurisdiction in the City of Toronto in the Province of Ontario, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such Ontario court; (b) that it irrevocably waives any right to, and shall not, oppose any such Legal Proceeding in the City of Toronto in the Province of Ontario on any jurisdictional basis, including forum non conveniens; and (c) not to oppose the enforcement against it in any other jurisdiction of any Order duly obtained from an Ontario court as contemplated by this Section 9.12.

9.13 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in such Province and this Agreement shall be treated, in all respects, as an Ontario contract.

9.14 Successors and Assigns; Assignment

(a) This Agreement shall ensure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns.

(b) Neither Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior written consent of the other Party.

9.15 Third Party Beneficiaries

This Agreement is for the sole benefit of the Parties, and except as specifically provided for in Article 6, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.16 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a Party may send a copy of its original signature on the execution page hereof to the other Party by e-mail in pdf format or by other electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Party.

[Signature page follows.]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.