G2 Goldfields Inc.

Conformed Version

AND

ANGLOGOLD ASHANTI HOLDINGS PLC

INVESTOR RIGHTS AGREEMENT

January 19, 2024

		TABLE OF CONTENTS
Article	1	INTERPRETATION .................................................................................................................. 1
1.1		Definitions ................................................................................................................................. 1
1.2		Time of the Essence .................................................................................................................. 3
1.3		Calculation of Time .................................................................................................................. 3
1.4		Currency .................................................................................................................................... 4
1.5		Business Days ........................................................................................................................... 4
1.6		Headings ................................................................................................................................... 4
1.7		Plurals and Gender .................................................................................................................... 4
1.8		Statutory References ................................................................................................................. 4
1.9		Governing Law and Jurisdiction for Disputes .......................................................................... 4
1.10		Severability ............................................................................................................................... 4
1.11		Time of Essence ........................................................................................................................ 4
1.12		Entire Agreement ...................................................................................................................... 5
Article	2	EQUITY SECURITY ACQUISITION RIGHTS..................................................................... 5
2.1		Market Purchases ...................................................................................................................... 5
2.2		Participation Right .................................................................................................................... 5
2.3		Closing ...................................................................................................................................... 8
2.4		Excluded Issuances ................................................................................................................... 8
2.5		Top Up Right ............................................................................................................................ 9
Article	3	MISCELLANEOUS .................................................................................................................. 10
3.1		Termination ............................................................................................................................. 10
3.2		Notices .................................................................................................................................... 11
3.3		Consent ................................................................................................................................... 12
3.4		Amendment and Waiver ......................................................................................................... 12
3.5		Assignment ............................................................................................................................. 12
3.6		Counterparts and Delivery ...................................................................................................... 13

INVESTOR RIGHTS AGREEMENT

THIS AGREEMENT made as of January 19, 2024 between:

G2 GOLDFIELDS INC. , a corporation governed by the laws of Canada

(the “ Company ”),

and -

ANGLOGOLD ASHANTI HOLDINGS PLC , a company governed by

the laws of the Isle of Man

(the “ Investor ”).

WHEREAS the Company has agreed to issue to the Investor, and the Investor has agreed to purchase from the Company, 24,500,000 common shares in the capital of the Company (“ Shares ”) at a price of C$0.90 per Share for aggregate gross proceeds of C$22,050,000;

AND WHEREAS as a condition of the Investor’s agreement to subscribe for and purchase the Shares referred to above, the Company has agreed to grant certain rights which are set out herein to the Investor, on the terms and subject to the conditions set out herein.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the Parties hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each Party), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

For the purposes of this Agreement (including the recitals hereto), unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

(a) “ Affiliate ” means, with respect to a specified Person, any other Person that such specified Person directly or indirectly Controls, is Controlled by, or is under common Control with; provided that, for greater certainty, neither the Company nor any of its subsidiaries is an Affiliate of the Investor or any of its subsidiaries for the purposes of this Agreement;
(b) “ Applicable Laws ” means, with respect to any Person or matter, any statute, law, rule, treaty, convention, regulation, order, decree, request, determination or other requirement of any Governmental Agency (having the force of law) relating and applicable to such Person or matter and, where applicable, any interpretation thereof by any Governmental Agency having jurisdiction with respect thereto or charged with the administration or interpretation thereof;
(c) “ Backstop Right ” has the meaning set out in Section 2.2(g);
(d) “ Board ” means the board of directors of the Company;
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(e) “ Bought Deal ” means a sale of securities of the Company to underwriters for reoffering to the public as described in the definition of “bought deal agreement” in Section 7.1 of National Instrument 44-101 – Short Form Prospectus Distributions ;
(f) “ Business Day ” means any day which is not a Saturday, a Sunday or a day observed as a holiday under Applicable Laws in either Toronto, Ontario or London, United Kingdom or a day in which banking institutions located in Toronto, Ontario or London, United Kingdom are permitted to be closed;
(g) “ Company ” has the meaning set out in the recitals hereto;
(h) “ Control ” means that a Person has the power to direct or cause the direction of the management and policies of another Person, whether through holding beneficial ownership interest in such other Person, through contract or otherwise;
(i) “ Convertible Securities ” means securities convertible into or exercisable or exchangeable for Shares or giving the right to acquire Shares or receive Shares in connection with the settlement thereof;
(j) “ Dilutive Event ” has the meaning set out in Section 3.1;
(k) “ Equity Financing ” has the meaning set out in Section 2.2(a);
(l) “ Equity Financing Notice ” has the meaning set out in Section 2.2(a);
(m) “ Equity Financing Press Release ” has the meaning set out in Section 2.2(a); (n) “ Equity Securities ” has the meaning set out in Section 2.2(a);
(o) “ Excess Securities ” has the meaning set out in Section 2.2(g);
(p) “ Exercise Notice ” has the meaning set out in Section 2.2(f);
(q) “ Investor ” has the meaning set out in the recitals hereto;
(r) “ Investor’s Diluted Ownership Percentage ” means the percentage equal to the fraction, the numerator of which is the sum of (i) all Shares held by the Investor and its Affiliates plus (ii) all Convertible Securities held by the Investor and its Affiliates, whether or not such securities are subject to any conditions or restrictions on exercise, conversion or exchange, on an “as converted basis” and the denominator of which is the sum of (A) all outstanding Shares of the Company, and (B) all Convertible Securities issued by the Company of the same class held by the Investor and its Affiliates, whether or not such securities are subject to any conditions or restrictions on exercise, conversion or exchange;
(s) “ Investor’s Percentage ” means the percentage equal to the fraction, the numerator of which is the Shares held by the Investor and its Affiliates and the denominator of which is the outstanding Shares of the Company;
(t) “ Issuance ” has the meaning set out in Section 2.2(a);
(u) “ Governmental Agency ” means any supranational, national, federal, provincial, regional or local government or governmental department, agency, authority, board, central bank,
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monetary authority, commission, stock exchange or other entity charged with the administration, interpretation or enforcement of any Applicable Laws;

(v) “ Market Price ” means (i) the market price of the Shares determined in accordance with the rules of the TSXV (or if the Shares are not traded on the TSXV at the relevant time, the rules of such other stock exchange on which the Shares are listed at such time), or (ii) if such price is not allowed at the relevant date pursuant to Applicable Laws or the rules of such exchange, the lowest price allowed pursuant to Applicable Laws and the rules of such exchange at such date;
(w) “ Market Purchase Notice ” has the meaning set out in Section 2.1(b);
(x) “ Market Purchase Shares ” has the meaning set out in Section 2.1(a);
(y) “ Notice Period ” has the meaning set out in Section 2.2(f);
(z) “ Participation Right ” has the meaning set out in Section 2.2(b);
(aa) “ Parties ” means the parties to this Agreement;
(bb) “ Person ” means any natural person, corporation, firm, partnership, joint venture, joint stock company, incorporated or unincorporated association, government, governmental agency or any other entity, whether acting in individual, fiduciary or other capacity;
(cc) “ Shares ” has the meaning set out in the Recitals;
(dd) “ Subscription Agreement ” means the subscription agreement entered into between the Company and the Investor in connection with the issuance of the Shares to the Investor as set out in the Recitals;
(ee) “ Top Up Exercise Notice ” has the meaning set out in Section 2.5(d);
(ff) “ Top Up Notice ” has the meaning set out in Section 2.5(c);
(gg) “ Top Up Notice Period ” has the meaning set out in Section 2.5(d);
(hh) “ Top Up Right ” has the meaning set out in Section 2.5(a);
(ii) “ Top Up Shares ” has the meaning set out in Section 2.5(a); and
(jj) “ TSXV ” means the TSX Venture Exchange.

1.2 Time of the Essence

Time shall be of the essence of each provision of this Agreement. Any extension, waiver or variation of any provision of this Agreement shall not be deemed to affect this provision and there shall be no implied waiver of this provision.

1.3 Calculation of Time

Unless otherwise specified, time periods within or following which any act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends.

Where the last day of any such time period is not a Business Day, such time period shall be extended to the next Business Day following the day on which it would otherwise end.

1.4 Currency

Unless otherwise specified, all references in this Agreement to dollar amounts, “dollars” or “C$” are references to Canadian dollars.

1.5 Business Days

Whenever any action to be taken pursuant to this Agreement would otherwise be required to be taken on a day that is not a Business Day, such action shall be taken on the next Business Day following the day on which such action was to be taken.

1.6 Headings

The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Agreement into Articles and Sections shall not affect the interpretation of this Agreement.

1.7 Plurals and Gender

Words in the singular include the plural and vice versa and words in one gender include all genders.

1.8 Statutory References

Any reference to a statute shall mean the statute in force as at the date of this Agreement, together with all rules and regulations promulgated thereunder (including any instrument of the Canadian Securities Administrators), as the same may be amended, re-enacted, consolidated or replaced from time to time, and any successor statute thereto, unless otherwise expressly provided.

1.9 Governing Law and Jurisdiction for Disputes

This Agreement shall be governed by and construed in accordance with the Applicable Laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated, in all respects, as an Ontario contract. Each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement.

1.10 Severability

If any provision of this Agreement or the application of such provision to any Person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of such provision and the application of such provision to Persons or circumstances, other than the Party as to which it is held invalid, and the remainder of this Agreement, shall not be affected.

1.11 Time of Essence

Time shall be of the essence of this Agreement.

1.12 Entire Agreement

This Agreement and the Subscription Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements.

ARTICLE 2 EQUITY SECURITY ACQUISITION RIGHTS

2.1 Market Purchases

(a) The Investor is permitted to acquire Shares in the market (the “ Market Purchase Shares ”), subject to such Market Purchase Shares being acquired in compliance with Applicable Laws and provided shareholder approval is not required in connection with the acquisition of such Market Purchase Shares pursuant to the rules of the TSXV or such other stock exchange on which the Shares are listed at such time (and provided, for further clarity, that nothing in this Agreement shall require the Investor or the Company, or otherwise permit the Company, to provide advance notice to the TSXV or such other stock exchange on which the Shares are listed at such time).
(b) The Investor shall, as soon as practicably possible, but in any event not later than five calendar days after the date any Market Purchase Shares are acquired, provide the Company with written notice (the “ Market Purchase Notice ”) of (i) the number of Market Purchase Shares acquired, (ii) the price paid for such Market Purchase Shares, (iii) the date when such Market Purchase Shares were acquired, and (iv) the total number (and type) of Equity Securities held by the Investor and its Affiliates, including the Market Purchase Shares that triggered the Market Purchase Notice.

2.2 Participation Right

(a) If the Company proposes to issue (the “ Issuance ”) any Shares or other equity securities of the Company or any Convertible Securities (collectively, “ Equity Securities ”), whether pursuant to a public offering, a private placement or otherwise (an “ Equity Financing ”) at any time after the date hereof, the Company shall, as soon as practicably possible, but in any event at least five Business Days prior to the press release or other public disclosure of such intended Issuance (the “ Equity Financing Press Release ”), provide the Investor with written notice (the “ Equity Financing Notice ”) of such intended Issuance, which notice shall include (at a minimum): the type and expected number of Equity Securities (which number, if expected rather than known, may be subject to a variance (up or down) of not more than 25%) and the expected price per Equity Security (which price, if expected rather than known, may be presented as discount to the Market Price provided that such discount shall not exceed the maximum discount to market permitted by the TSXV or such other stock exchange on which the Shares are listed at such time) to be issued under the Equity Financing; the material terms and conditions of any Convertible Securities to be issued under the Equity Financing; the expected use of proceeds of the Equity Financing; and the expected closing date of the Equity Financing.
(b) The Company agrees that, subject to the receipt of all required regulatory approvals (including, without limitation, the approval of the TSXV or such other stock exchange on
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which the Shares are listed at such time), the Investor (directly or through an Affiliate) has the right (the “ Participation Right ”) but not the obligation, in connection with any Equity Financing and subject to Section 2.2(g), to subscribe for and to be issued, at the subscription price per Equity Security pursuant to the Equity Financing, and otherwise on substantially the same terms and conditions of the Equity Financing:

(i) in the case of an Equity Financing of Shares, up to such number of Shares that will allow the Investor and its Affiliates to maintain a percentage ownership interest in the outstanding Shares that is the same as the Investor’s Percentage immediately prior to completion of the Equity Financing; and
(ii) in the case of an Equity Financing of Convertible Securities, up to such number of Convertible Securities (after taking into account any Shares to be issued pursuant to the Participation Right provided by this Section 2.2) that will (assuming conversion, exercise or exchange of all Convertible Securities issued in connection with the Equity Financing and issuable pursuant to this Section 2.2) allow the Investor and its Affiliates to maintain the same Investor’s Diluted Ownership Percentage in the Company immediately prior to completion of the Equity Financing,
(c) The Company agrees that:
(i) the number of Shares that may be purchased pursuant to the Participation Right provided by Section 2.2(b) shall be increased in the event the Investor has or would have otherwise had a Top Up Right at the time the Equity Financing Notice is provided to the Investor to allow the Investor and its Affiliates to acquire such number of Shares to account for the number of Shares that may be purchased on exercise of the Top Up Right;
(ii) without limiting the Company’s notification obligations under this Section 2.2 or the ability of the Investor exercise the Participation Right in part, the Participation Right may only be exercised to the extent the Investor’s Diluted Ownership Percentage would not exceed 19.9% upon completion of such exercise; and
(iii) subject to Sections 2.2(f) and 2.2(h), if an Equity Financing is made on a public basis by way of a prospectus, the Company shall, if requested by the Investor, use its commercially reasonable efforts to include any Equity Securities to be issued to the Investor pursuant to its Participation Right as part of the prospectus offering, provided that if the Company is unable, despite using its commercially reasonable efforts, to include such Equity Securities as part of the prospectus offering or the Investor elects not to participate directly in such prospectus offering, the Company shall deliver such Equity Securities to the Investor on a private placement basis concurrently with the closing of such Equity Financing, or, if that is not possible, as soon as practicable after the completion of such Equity Financing.
(d) The Parties agree that if the consideration proposed to be paid for the Equity Securities in any Equity Financing is in property, services or other non-cash consideration, the fair market value of such consideration shall be as determined in good faith by the Board and set forth in the Equity Financing Notice such that the Investor may exercise is Participation Right by paying the equivalent consideration in cash.
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(e) If the closing of the exercise of the Participation Right has not been completed by the 60th day following the Company’s receipt of the Exercise Notice (or such earlier or later date as the Parties may agree), provided that the Company has used its commercially reasonable efforts to obtain all required regulatory and other approvals, then the Investor may choose to withdraw its Exercise Notice, in which case the Company will have no obligation to issue any Equity Securities to the Investor pursuant to such exercise of the Participation Right.
(f) If the Investor wishes to exercise the Participation Right in respect of a particular Equity Financing, the Investor shall give written notice to the Company (the “ Exercise Notice ”) of the exercise of such right and of the number of Equity Securities the Investor wishes to purchase within ten Business Days of the Investor’s receipt of the Equity Financing Notice, provided that such period shall be reduced to two Business Days from the Investor’s receipt of the Equity Financing Notice in the event the Equity Financing is a Bought Deal (in either case, the “ Notice Period ”), failing which (subject to Section 2.2(h)) the Investor will not be entitled to exercise the Participation Right in respect of such Equity Financing. If the Investor does not exercise the Participation Right, the Company may during the 60 days following the end of the Notice Period proceed to implement the Equity Financing materially on the same terms (or on better terms to the Company) as were made available to the Investor and provided that any Equity Securities offered or sold by the Company after such 60-day period, or any Equity Securities offered or sold by the Company during such 60-day period on terms and conditions materially more favorable to the purchasers thereof than those offered to the Investor in the Equity Financing Notice, must, in either case, be reoffered to the Investor pursuant to this Section 2.2 as though it were a new Equity Financing.
(g) In the event the Company proposes an Equity Financing for which the Investor has exercised its full Participation Right and a portion of the Equity Securities to be issued under the Equity Financing (the “ Excess Securities ”) are not subscribed for by other investors (including unallocated inventory of the underwriter(s) or agent(s)), subject to the Investor’s Diluted Ownership Percentage not exceeding 19.9%, the Investor shall have a right to subscribe for all or any portion of the Excess Securities (the “ Backstop Right ”). Promptly following the close of trading on each Business Day commencing on the third Business Day prior to the scheduled closing date of such Equity Financing, the Company shall notify the Investor of the number of Excess Securities as of the close of trading on such date, and the Investor shall have the option, exercisable by notice given to the Company prior to closing, to subscribe for all or any portion of the Excess Securities that have not been subscribed for by other investors as of the end of the day prior to the closing date, on the same terms as the Equity Securities subscribed for pursuant to the Investor’s Exercise Notice. The Company shall not take any action or omit to take any action for the purpose, directly or indirectly, of avoiding or limiting the Backstop Right or the Investor’s exercise thereof, or the number of Excess Securities available for purchase by the Investor pursuant to the Backstop Right.
(h) Notwithstanding any other provision of this Section 2.2, if any Equity Financing is to be conducted as a Bought Deal, the Investor may choose not to participate in the Bought Deal but instead elect, within ten Business Days of the Investor’s receipt of the Equity Financing Notice in respect of such Bought Deal, to exercise its rights under this Agreement through a private placement to be completed concurrently with the closing of such Bought Deal, or, if that is not possible, as soon as practicable after the closing of such Bought Deal.
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2.3 Closing

(a) If the Company receives an Exercise Notice from the Investor within the Notice Period, then the Company shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including, without limitation, the approval of the TSXV or such other stock exchange on which the Shares are listed at such time), which approvals the Company shall use all commercially reasonable efforts to promptly obtain (such efforts to include applying for any necessary price protection confirmations or seeking shareholder approval (if required) in the manner described below) and the closing of the relevant Equity Financing, issue to the Investor, against payment of the subscription price payable in respect thereof, that number of Shares or other Equity Securities, as applicable, set forth in the Exercise Notice.
(b) If the Company is required under Applicable Laws (including the rules of the TSXV or such other stock exchange on which the Shares are listed at such time) to seek shareholder approval for the issuance of the Equity Securities to the Investor, then the Company shall call and hold a meeting of its shareholders to consider (and the Company shall recommend that its shareholders vote in favour of) the issuance of the Equity Securities to the Investor, or at its option get written consent, if permitted, as soon as reasonably practicable and in any event such meeting shall be held within 50 days after the date that the Company is advised that it will require shareholder approval, (and the record date for voting at such shareholder meeting shall be a date that is prior to the first closing date of the Equity Financing (if the Company closes all or any part of the Equity Financing prior to obtaining shareholder approval)) unless the Company receives a voting agreement from each subscriber that they close the Equity Financing with prior to obtaining shareholder approval pursuant to which such subscriber agrees to vote in favour of the resolution approving the issuance to the Investor. Subject to compliance with the above, the Company may close the Equity Financing prior to obtaining shareholder approval.
(c) The closing of any subscription in connection with an exercise of by the Investor of its Participation Right will take place on the date that is not later than 20 Business Days after the expiry of the Notice Period, unless all filings, notices, approvals (including without limitation regulatory approvals) and authorizations necessary to complete such closing have not been made, given or obtained by that date, in which case the closing will be extended for such period as is reasonably necessary to obtain the same; provided that in no event shall the Investor be required by the Company to close any subscription in connection with an exercise of its Participation Right prior to 15 Business Days from the date of its delivery of an Exercise Notice.

2.4 Excluded Issuances

Notwithstanding anything to the contrary contained herein, Section 2.2 will not apply to any issuance of securities:

(a) pursuant to the Company’s existing stock option plan and other incentive plans as may be approved by shareholders from time to time, or to management, directors and employees of the Company for compensatory purposes;
(b) upon the exercise or conversion of any Convertible Securities outstanding on the date hereof or pursuant to which the Investor was offered a Participation Right (which for certainty includes a rights offering);
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(c) pursuant to any share split, share dividend or capital reorganization of the Company or any subsidiary, provided that the beneficial shareholders of the Company or such subsidiary, as applicable, and the percentage ownership interest of each beneficial shareholder of the Company or such subsidiary, as applicable, do not change as a result thereof;
(d) an Issuance of Equity Securities made only to the Investor or any of its Affiliates; or
(e) pursuant to any merger, business combination, exchange offer, take-over bid, arrangement, asset purchase transaction or other acquisition of assets or shares of a third party, provided, however, that the Investor shall be permitted to exercise its Participation Right in connection with any Equity Financing in connection with an acquisition by the Company, or the issuance of any Shares or other securities that may be delivered pursuant to the terms of any option agreement, earn-in agreement or similar agreement that the Company or any of its subsidiaries may be party to that does not exist as of the date hereof.

2.5 Top Up Right

(a) Without limiting Section 2.2, the Company agrees that, the Investor (directly or through an Affiliate) has the right (the “ Top Up Right ”) but not the obligation to acquire additional Shares from treasury (the “ Top Up Shares ”), provided the Investor’s Percentage has decreased at least 2% (other than as a result of the Investor selling or otherwise disposing Shares) from the most recent of: (i) the date hereof; (ii) the last time the Investor was provided with an Equity Financing Notice in respect of its Participation Right; and (iii) the last time the Investor provided the Company with a Market Purchase Notice. Without limiting the Company’s notification obligations under this Section 2.5 or the ability of the Investor exercise the Top Up Right in part, the Top Up Right may only be exercised to the extent the Investor’s Diluted Ownership Percentage would not exceed 19.9% upon completion of such exercise.
(b) The Top Up Right shall be exercisable twice per year, on November 30 or May 31, provided that if such date falls within a trading blackout imposed by the Company or the Investor is restricted under Applicable Laws from trading in securities of the Company, then such date shall be extended to the tenth Business Day following the end of such blackout or restriction.
(c) If, subject to the receipt of all required regulatory approvals (including, without limitation, the approval of the TSXV or such other stock exchange on which the Shares are listed at such time), the Investor is entitled to subscribe for Top Up Shares pursuant to a Top Up Right under Section 2.5(a), the Company shall provide written notice to the Investor (the “ Top Up Notice ”) at least five Business Days before the applicable date when the Top Up Right is exercisable as contemplated in Section 2.5(b), which notice shall include: (i) subject to the 19.9% limitation in Section 2.5(a), the number of Top Up Shares that will allow the Investor to maintain a percentage ownership interest in the outstanding Shares that is the same as the Investor’s Percentage at the most recent of: (A) the date hereof; (B) the last time the Investor was provided with an Equity Financing Notice in respect of its Participation Right; and (C) the last time the Investor provided the Company with a Market Purchase Notice; and (ii) the subscription price for each Top Up Share, being the Market Price of the Shares on the date of the Top Up Notice. For certainty, the Company agrees to file, on the date of such Top Up Notice: (i) if the Shares are listed on the TSXV, the applicable price reservation form if such form is required to confirm the “price reservation date” as the date of such Top Up Notice; or (ii) such other form as may be required by the
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rules of such other stock exchange on which the Shares are listed at such time, in order to confirm the Market Price for each Top Up Share as of the date of such Top Up Notice.

(d) If the Investor wishes to exercise the Top Up Right referred to in the Top Up Notice provided pursuant to Section 2.5(c), the Investor shall give written notice to the Company (the “ Top Up Exercise Notice ”) within ten Business Days of receipt of the Top Up Notice (the “ Top Up Notice Period ”), of the exercise of such right and of the number of Top Up Shares the Investor wishes to purchase at the subscription price set out in the Top Up Notice, failing which the Investor will not be entitled to exercise such Top Up Right.
(e) If the Company receives a Top Up Exercise Notice from the Investor within the Top Up Notice Period, then the Company shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including, without limitation, the approval of the TSXV or such other stock exchange on which the Shares are listed at such time), promptly and in any event within 20 Business Days from the date of delivery of the Top Up Exercise Notice, issue to the Investor, against payment of the subscription price payable in respect thereof, that number of Top Up Shares set forth in the Top Up Exercise Notice at the subscription price set out in the Top Up Notice; provided that in no event shall the Investor be required by the Company to close any subscription in connection with an exercise of its Top Up Right prior to 15 Business Days from the date it delivers a Top Up Exercise Notice to the Company.
(f) Notwithstanding any other provision of this Section 2.5 to the contrary, if the Top Up Right is triggered, or is determined by the Company, acting reasonably, to be likely to be triggered prior to the date on which a record date for any meeting of shareholders is to be set, the Company shall deliver a Top Up Notice to the Investor at least 20 Business Days prior to such record date or such shorter period prior to such record date as may be agreed in writing between the Investor and the Company upon confirmation by the Company that it has all necessary authorizations and approvals to issue the Top Up Shares within such shortened period. If the Investor delivers a Top Up Exercise Notice during the Top Up Notice Period or during such shortened notice period as may have been agreed between the Company and the Investor pursuant to this Section 2.5(f), the Company shall promptly, and in any event prior to declaring the record date for such shareholder meeting, issue to the Investor, against payment of the subscription price payable in respect thereof, that number of Top Up Shares set forth in the Top Up Exercise Notice at the subscription price set out in the Top Up Notice.

ARTICLE 3 MISCELLANEOUS

3.1 Termination

This Agreement shall terminate and all rights and obligations hereunder shall cease immediately at such time as the Investor’s Diluted Ownership Percentage is less than 10%, provided that this Agreement will not be terminated if the Investor’s Diluted Ownership Percentage falls below 10% as a result of one or more issuances of Equity Securities by the Company (a “ Dilutive Event ”) if the Investor is not permitted pursuant to Section 2.2, Section 2.4, Section 2.5 or Applicable Laws (including the rules of the TSXV or such other stock exchange on which the Shares are listed at such time) to exercise its Participation Right to maintain its Investor’s Diluted Ownership Percentage in connection with such Dilutive Event unless, following such Dilutive Event (a) if the Investor has the right pursuant to Section 2.2 or Section 2.5 to subscribe for additional Equity Securities following such Dilutive Event to increase the Investor’s Diluted

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Ownership Percentage back to the Investor’s Diluted Ownership Percentage that applied immediately prior to such Dilutive Event, the Investor fails (except to the extent prohibited by Applicable Laws (including the rules of the TSXV or such other stock exchange on which the Shares are listed at such time)) to exercise such right within the time period permitted by Section 2.2(f) or Section 2.5, or (b) if the Investor does not have any such right, the Investor’s Diluted Ownership Percentage decreases further as a result of either (i) a sale or other disposition of Equity Securities by the Investor, or (ii) the failure of the Investor to exercise its Participation Right or its Top Up Right, in each case to the extent available pursuant to Section 2.2, Section 2.5 and Applicable Laws (including the rules of the TSXV or such other stock exchange on which the Shares are listed at such time), as applicable, to maintain such Investor’s Diluted Ownership Percentage as a result of a subsequent Equity Financing. Upon termination of this Agreement, no Party shall have any further obligations or liabilities hereunder; provided, that such termination shall not relieve any Party from liability for any breach of this Agreement prior to such termination.

3.2 Notices

Any notice or other communication that is required or permitted to be given hereunder shall be in writing and shall be validly given if delivered in person (including by courier service) or transmitted by email to such Party, as follows:

(a) to the Investor at:

Attention: Rob Hayes and Nerilee Rockman

AngloGold Ashanti Holdings plc Communications House, South Street, Staines-Upon-Thames Surrey, TW18 4PR United Kingdom

Email: [Redacted]

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

Attention: Jay Kellerman and Daniel Borlack

Stikeman Elliott LLP 5300 Commerce Court West 199 Bay St. Toronto, Ontario M5L 1B9 Canada

Email: [email protected] / [email protected]

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(b) to the Company at:

Attention: J. Patrick Sheridan

G2 Goldfields Inc. 141 Adelaide St. West Suite 1101 Toronto, Ontario M5H 3L5 Canada

Email: [Redacted]

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

Attention: Jay Goldman

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

Email: [email protected]

Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day). Any Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 3.2.

3.3 Consent

The Investor hereby consents to the Company filing a copy of this Agreement on SEDAR, if required.

3.4 Amendment and Waiver

This Agreement may only be amended by a written agreement of the Company and the Investor. The agreements set forth in this Agreement may be modified or waived only in writing by the Party to whom such compliance is owed. It is further understood and agreed that no failure or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

3.5 Assignment

Neither Party may assign this Agreement or any interests, rights or benefits therein or thereunder without the prior written consent of the other Party, provided however that the Investor may assign this Agreement or any interests, rights or benefits therein or thereunder to an Affiliate upon written notice to the Company.

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3.6 Counterparts and Delivery

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (whether by email or other electronic means), with the same effect as if all Parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[Signature page follows]

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IN WITNESS WHEREOF this Agreement has been executed by the Parties.