Guyana Goldfields Inc.

EXECUTION COPY

ARRANGEMENT AGREEMENT

12049163 CANADA INC.

– AND –

ZIJIN MINING GROUP CO., LTD.

– AND –

JUNE 11, 2020

Article	1	INTERPRETATION .......................................................................................................4	INTERPRETATION .......................................................................................................4
		1.1	Defined Terms ...................................................................................................4
		1.2	Certain Rules of Interpretation .........................................................................17
		1.3	Schedules ........................................................................................................18
Article	2	THE	ARRANGEMENT ................................................................................................19
		2.1	Arrangement ....................................................................................................19
		2.2	Interim Order ...................................................................................................19
		2.3	The Company Meeting ....................................................................................20
		2.4	The Company Circular .....................................................................................21
		2.5	Final Order ......................................................................................................22
		2.6	Court Proceedings ...........................................................................................22
		2.7	Company Equity Awards .................................................................................24
		2.8	Articles of Arrangement and Effective Date .....................................................24
		2.9	Payment of Consideration................................................................................24
		2.10	Withholding Taxes ...........................................................................................24
		2.11	Guarantee and Indemnity ................................................................................25
Article	3	REPRESENTATIONS AND WARRANTIES ................................................................25
		3.1	Representations and Warranties of the Company ............................................25
		3.2	Representations and Warranties of the Purchaser and the Guarantor .............26
Article	4	COVENANTS ..............................................................................................................26
		4.1	Conduct of Business of the Company ..............................................................26
		4.2	Covenants of the Company Relating to the Arrangement ................................31
		4.3	Conduct of Business of the Purchaser .............................................................33
		4.4	Covenants of the Purchaser and the Guarantor Relating to the Arrangement ..33
		4.5	Regulatory Approvals ......................................................................................34
		4.6	Access to Information; Confidentiality ..............................................................36
		4.7	Public Communications ...................................................................................38
		4.8	Notice Provisions .............................................................................................38
		4.9	Insurance and Indemnification .........................................................................39
		4.10	Employment Matters ........................................................................................40
Article	5	COVENANTS REGARDING NON-SOLICITATION .....................................................40
		5.1	Non-Solicitation ...............................................................................................40
		5.2	Notification of Acquisition Proposals ................................................................42
		5.3	Responding to an Acquisition Proposal............................................................42
		5.4	Right to Match .................................................................................................43
		5.5	Breach by Subsidiaries and Representatives ...................................................45
Article	6	CONDITIONS ..............................................................................................................45
		6.1	Mutual Conditions Precedent ...........................................................................45
		6.2	Additional Conditions Precedent to the Obligations of the Purchaser ...............45
		6.3	Additional Conditions Precedent to the Obligations of the Company ................47
		6.4	Satisfaction of Conditions ................................................................................47

Article 7 TERM	AND TERMINATION ........................................................................................48
7.1	Term ................................................................................................................48
7.2	Termination .....................................................................................................48
7.3	Effect of Termination/Survival ..........................................................................50
7.4	Expense Reimbursement and Termination Fees and Payment .......................50
Article 8 GENERAL PROVISIONS ............................................................................................52
8.1	Amendments ...................................................................................................52
8.2	Expenses .........................................................................................................53
8.3	Notices ............................................................................................................53
8.4	Time of the Essence ........................................................................................54
8.5	Injunctive Relief ...............................................................................................54
8.6	Third Party Beneficiaries ..................................................................................55
8.7	Waiver .............................................................................................................55
8.8	Entire Agreement .............................................................................................55
8.9	Successors and Assigns ..................................................................................55
8.10	Severability ......................................................................................................56
8.11	Governing Law ................................................................................................56
8.12	Further Assurances .........................................................................................56
8.13	Rules of Construction ......................................................................................56
8.14	No Liability .......................................................................................................56
8.15	Counterparts ....................................................................................................57
Schedule A PLAN OF ARRANGEMENT ...................................................................................59
Schedule B ARRANGEMENT RESOLUTION ...........................................................................12
Schedule C COMPANY REPRESENTATIONS AND WARRANTIES ..........................................1
Schedule D PURCHASER AND GUARANTOR REPRESENTATIONS AND WARRANTIES ....23
Schedule E KEY REGULATORY APPROVALS ........................................................................25

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of June 11, 2020,

BETWEEN:

12049163 CANADA INC. , a corporation existing under the laws of Canada

(the “ Purchaser ”)

and –

ZIJIN MINING GROUP CO., LTD. , a corporation existing under the laws of the People’s Republic of China

(the “ Guarantor ”)

and –

GUYANA GOLDFIELDS INC. , a corporation existing under the laws of Canada

(the “ Company ”)

WHEREAS the Purchaser wishes to acquire all of the issued and outstanding common shares of the Company in exchange for cash of the Purchaser;

AND WHEREAS the Board has (i) unanimously determined that the Arrangement is fair to the Company Shareholders and in the best interests of the Company and (ii) resolved to recommend that the Company Shareholders vote in favour of the Arrangement;

AND WHEREAS the Parties intend to carry out the transactions contemplated herein by way of a plan of arrangement under the provisions of the CBCA;

AND WHEREAS the Purchaser has entered into support and voting agreements with the directors and senior officers of the Company who are holders of Common Shares pursuant to which, among other things, such directors and senior officers have agreed to vote all of the Common Shares held by them in favour of the Arrangement Resolution, on the terms and subject to the conditions set forth in such agreements;

AND WHEREAS the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for;

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings:

“ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons other than the Purchaser or one or more of its Affiliates relating to: (i) any direct or indirect sale or disposition (or any lease, long-term supply agreement, licence or other arrangement having the same economic effect as a sale) of assets of the Company or any of its Subsidiaries (including any voting or equity securities of any of the Company’s Subsidiaries) representing 20% or more of the consolidated assets, or contributing 20% or more of the consolidated revenue or earnings, of the Company and its Subsidiaries taken as whole (in each case based on the consolidated financial statements of the Company most recently filed on SEDAR prior to such offer, proposal or inquiry), or (ii) any direct or indirect acquisition by any Person or group of Persons acting jointly or in concert within the meaning of Securities Laws, of Common Shares (including securities convertible into or exercisable or exchangeable for Common Shares) representing, when taken together with the Common Shares of the Company (including securities convertible into or exercisable or exchangeable for Common Shares) held by any such Person or group of Persons, 20% or more of the Common Shares (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exercisable or exchangeable for Common Shares), in either case whether by way of take-over bid, tender offer, exchange offer, treasury issuance, plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, share or asset purchase, joint venture, liquidation, dissolution, winding up or other similar transaction involving the Company or any of its Subsidiaries, and whether in a single transaction or a series of related transactions.

“ Agreement ” means this arrangement agreement, including all schedules annexed hereto, as may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“ Anti-Corruption Laws ” means laws, regulations and rules relating to anti-bribery or anticorruption including the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), the United States Foreign Corrupt Practices Act of 1977 and any laws, rules, regulations of any relevant jurisdiction covering a similar subject matter.

“ Approved Budget ” means the cash flow projection of the Company through to December 31, 2020 attached as Schedule 1.1(a) to the Company Disclosure Letter.

“ Arrangement ” means an arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Resolution ” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting, substantially in the form of Schedule B.

“ Articles of Arrangement ” means the articles of arrangement of the Company in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form satisfactory to the Company and the Purchaser, each acting reasonably.

“ Authorization ” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

“ Board ” means the board of directors of the Company as constituted from time to time.

“ Board Recommendation ” has the meaning specified in Section 2.4(b).

“ Business Day ” means any day of the year, other than a Saturday, a Sunday or any day on which major banks are closed for business in Toronto, Ontario, the People’s Republic of China or Hong Kong or a national holiday in the People’s Republic of China or Hong Kong.

“ Canadian Shareholder ” has the meaning set forth in the Plan of Arrangement.

“ CBCA ” means the Canada Business Corporations Act .

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

“ Change in Recommendation ” has the meaning specified in Section 7.2(a)(iv)(B).

“ Closing ” has the meaning specified in Section 2.8(b).

“ Code ” has the meaning specified in Paragraph 35(e) of Schedule C.

“ Collective Agreements ” means all collective bargaining agreements and union agreements currently applicable to the Company and/or any of its Subsidiaries which impose any obligations upon the Company and/or any of its Subsidiaries with respect to any Company Employee.

“ Common Shares ” means common shares in the capital of the Company.

“ Company ” has the meaning specified in the preamble.

“ Company Assets ” means all of the assets, Company Property (real or personal), Company Mineral Rights, permits, rights, licenses or other privileges (whether contractual or otherwise) of the Company and its Subsidiaries.

“ Company Circular ” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Company Disclosure Letter ” means the confidential disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser and the Guarantor with this Agreement.

“ Company DSU Plans ” means, collectively, (i) the Company’s cash or share settled deferred share unit plan approved by the Board on February 23, 2017 and by the Company Shareholders on May 2, 2017, in respect of Company DSUs issued prior to January 1, 2020, and (ii) the Company’s cash settled 2020 deferred share unit plan approved by the Board on February 28, 2020, in respect of Company DSUs issued on or after January 1, 2020.

“ Company DSUs ” means the outstanding deferred share units issued pursuant to the Company DSU Plans.

“ Company Employees ” means all officers and employees of the Company and/or its Subsidiaries, including unionized, non-unionized, part-time, full-time, active and inactive employees.

“ Company Filings ” means all documents publicly filed under the profile of the Company on SEDAR since January 1, 2019.

“ Company Meeting ” means the annual and special meeting of Company Shareholders, including any adjournment or postponement of such annual and special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser.

“ Company Mineral Rights ” has the meaning specified in Paragraph 25 of Schedule C.

“ Company Options ” means the outstanding options to purchase Common Shares issued pursuant to the Company Stock Option Plan.

“ Company Property ” has the meaning specified in Paragraph 25 of Schedule C.

“ Company RSU Plans ” means, collectively, (i) the Company’s cash settled restricted share unit plan approved by the Board on February 23, 2017, in respect of Company RSUs issued prior to January 1, 2020, and (ii) the Company’s cash settled 2020 restricted share unit and performance share unit plan approved by the Board on February 28, 2020, in respect of Company RSUs issued on or after January 1, 2020.

“ Company RSUs ” means, collectively, the outstanding restricted share units and performance share units issued pursuant to the Company RSU Plans.

“ Company Shareholders ” means the registered or beneficial holders of the Common Shares, as the context requires.

“ Company Stock Option Plan ” means the stock option plan last approved by Company Shareholders on May 1, 2018.

“ Competition Act ” means the Competition Act (Canada).

“ Confidential Information ” means, in respect of a Party (the “ Disclosing Party ”), all information concerning the Disclosing Party that is made available by the Disclosing Party or any of its Representatives to the other Party (the “ Receiving Party ”) or any of its Representatives, whether in verbal, visual, written, electronic or other form, together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based thereon prepared by the Receiving Party or any of its Representatives; provide, however, that the term “Confidential Information” does not include information which (a) was in the possession of the Receiving Party before it was made available by the Disclosing Party or any of its Representative to the Receiving Party or any of its Representatives; (b) is independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party; (c) is now, or hereafter becomes, available to the public other than as a result of disclosure prohibited by this Agreement; or (d) becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives and such source is not, to the knowledge of the Receiving Party following reasonable inquiry, under any obligation to the Disclosing Party to keep such information confidential.

“ Confidentiality Agreement ” means the confidentiality agreement between the Company and the Guarantor dated May 29, 2020.

“ Consideration ” means, in respect of each Common Share, $1.85 in cash that the holder is entitled to receive pursuant to and in accordance with the Plan of Arrangement.

“ Constating Documents ” means, in respect of a Party, the articles and notice of articles, articles of incorporation, formation, amalgamation or continuation, as applicable, charters, operating agreements, by-laws or other organizational documents of such Party and all amendments to such articles, charters, operating agreements, by-laws or other organizational documents.

“ Contract ” means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation, arrangement or undertaking (written or oral), together with any amendments and modifications thereto, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound.

“ Court ” means the Ontario Superior Court of Justice (Commercial List), or other court as applicable.

“ Data Room ” means the material contained in each of the virtual data rooms established by the Company in connection with the transaction contemplated hereby as at 5:00 p.m. on June 1, 2020.

“ Depositary ” means such Person as the Purchaser may appoint to act as depositary for the Common Shares in relation to the Arrangement, with the approval of the Company, acting reasonably.

“ Director ” means the Director appointed pursuant to section 260 of the CBCA.

“ Disclosing Party ” has the meaning specified in the definition of Confidential Information.

“ Dissent Rights ” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“ Effective Time ” means 12:01 a.m. on the Effective Date, or such other time on the Effective Date as the Parties agree to in writing before the Effective Date.

“ Employee Plans ” means all health, welfare, supplemental unemployment benefit, postemployment benefit, bonus, profit sharing, option, stock appreciation, equity or equity-based, savings, insurance, incentive, incentive compensation, deferred compensation, share purchase, share compensation, termination, severance, change of control, disability, superannuation, pension, supplemental pension or supplemental retirement plans and other employee or director compensation or benefit plans, policies, practices, trusts, funds, agreements, arrangements or undertakings, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, registered or unregistered, and in each case for the benefit of directors or former directors of the Company or any of its Subsidiaries, Company Employees, former Company Employees, or any spouses, dependents, survivors or beneficiaries of such Persons, which are maintained by or binding upon the Company or any of its Subsidiaries or in respect of which the Company or any of its Subsidiaries has any actual or potential liability but, for greater certainty, “Employee Plans” does not include any Collective Agreements.

“ Environmental Laws ” means all applicable Laws relating to worker health and safety, pollution, natural resources, protection of the natural environment or any species that might make use of it or the generation, production, import, export, use, handling, storage, treatment, transportation, disposal or Release of Hazardous Substances, including under common law, and all Authorizations issued pursuant to such applicable Laws.

“ Expense Reimbursement Amount ” has the meaning specified in Section 7.4(a).

“ Fairness Opinions ” means the opinions of each of the Financial Advisors to the effect that, as of the date of such opinion, the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders (other than the Purchaser).

“ Final Order ” means the final order of the Court made pursuant to section 192 of the CBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“ Financial Advisors ” means RBC Dominion Securities Inc. and Stifel Nicolaus Canada Inc.

“ Government Official ” means any official, employee, or representative of any Governmental Entity or public international organization, any political party or employee thereof, or any candidate for political office.

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision, agent, authority or representative of any of the above, (iii) any quasi-governmental or private body

exercising any regulatory, anti-trust, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

“ Guarantor ” has the meaning given to it in the preamble to this Agreement.

“ Hazardous Substances ” means (i) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos, asbestos-containing materials and polychlorinated biphenyls and (ii) any substance that is defined, regulated, prohibited, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws.

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“ Intellectual Property ” means domestic and foreign: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) works of authorship, copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) Software; and (viii) any other intellectual property and industrial property.

“ Interim Order ” means the interim order of the Court made pursuant to section 192 of the CBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting and the voting requirements with respect to the Arrangement Resolution, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“ Investment Canada Act ” means the Investment Canada Act (Canada).

“ Investment Canada Act Clearance ” or “ ICA Clearance ” means: either: (a) no notice has been given under subsection 25.2(1) or subsection 25.3(2) of the Investment Canada Act within the prescribed period or, (b) if notice has been given under subsection 25.2(1) or subsection 25.3(2) of the Investment Canada Act, then either the Minister under the Investment Canada Act shall have sent to the Purchaser a notice under paragraph 25.2(4)(a) or paragraph 25.3(6)(b) of the Investment Canada Act, or the Governor in Council shall have issued an order under paragraph 25.4(1)(b) of the Investment Canada Act authorizing the transactions contemplated by this Agreement.

“ IT Assets ” means any and all Software, hardware, servers, systems, networks, data communications lines, websites, platforms, and other computer, information technology or telecommunications assets and equipment, in each case, owned, leased, licensed, used or held for use by the Company or any of its Subsidiaries.

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“ Key Regulatory Approvals ” means the Regulatory Approvals listed in Schedule E.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities and, to the extent that they have the force of law, any policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“ Legal Proceedings ” means any litigation, action, application, suit, investigation, inquiry, hearing, claim, deemed complaint, grievance, civil, administrative, regulatory, criminal or arbitration proceeding or other similar proceeding, before or by any Governmental Entity (including any appeal or review thereof and any application for leave for appeal or review).

“ Lien ” means any mortgage, charge, pledge, hypothec, security interest, lien (statutory or otherwise), or adverse right or claim, or other third party interest or encumbrance of any kind.

“ Loan Agreement ” means that loan agreement dated the date hereof between the Company and the Purchaser Affiliate, as may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“ Loan Documents ” has the meaning specified in the Loan Agreement.

“ Matching Period ” has the meaning specified in Section 5.4(a)(iii).

“ Material Adverse Effect ” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, financial condition or liabilities (contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance resulting from, arising in connection with or related to:

(a) any change or development generally affecting the industries or segments in which the Company and its Subsidiaries operate or carry on their business;
(b) any change or development in currency exchange, interest or inflation rates or in general economic, business, regulatory, political or market conditions or in financial, credit, commodities, securities or capital markets in Canada, the United States or globally;
(c) any adoption, proposal, implementation or change in applicable Law or any interpretation of applicable Law by any Governmental Entity;
(d) any change in IFRS or changes in applicable regulatory accounting requirements applicable to the industries in which it conducts business;
(e) any hurricane, flood, tornado, earthquake or other natural disaster or man-made disaster;
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(f) the commencement or continuation of war, armed hostilities, including the escalation or worsening thereof, or acts of terrorism;
(g) the commencement or continuation of an epidemic, pandemic or other outbreak of illness or public health event, including the escalation or worsening thereof;
(h) the announcement of this Agreement or the transactions contemplated hereby, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company and/or any of its Subsidiaries with any of its current or prospective employees, customers, shareholders, distributors, suppliers, counterparties, insurance underwriters or partners; or
(i) any action taken (or omitted to be taken) by the Company or any of its Subsidiaries which is required to be taken (or omitted to be taken) pursuant to this Agreement or that is consented to by the Purchaser or the Guarantor in writing;
(j) any matter which (i) has been publicly disclosed in the Company Filings prior to the date of this Agreement or (ii) has been disclosed in the Company Disclosure Letter;
(k) any failure by the Company to meet any analysts’ estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, or any failure by the Company or any of its Subsidiaries to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that, without limiting the applicability of clauses (a) through (j) and (l) of this definition, the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred); and
(l) any change in the market price or trading volume of any securities of the Company (it being understood that, without limiting the applicability of clauses (a) through (k) of this definition, the causes underlying such change may be taken into account in determining whether a Material Adverse Effect has occurred), or any suspension of trading in securities generally or on any securities exchange on which any securities of the Company trade,

provided, however, that (A) with respect to clauses (a) through (g) of this definition, such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company and/or its Subsidiaries operate, in which case such effect may be taken into account in determining whether a Material Adverse Effect in respect of the Company has occurred, and (B) references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a Material Adverse Effect has occurred.

“ Material Contract ” means any Contract to which the Company or any of its Subsidiaries is a party: (i) that relates to any streaming rights, royalty interests or other similar rights or interests in any of the Company; (ii) relating to indebtedness for borrowed money in excess of $2.5 million or pursuant to which the Company or any of its Subsidiaries has guaranteed the liabilities, obligations or indebtedness of any other Person; (iii) restricting, or which may in the

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future restrict, the incurrence of indebtedness by the Company or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien), the incurrence of any Liens on any properties or assets of the Company or any of its Subsidiaries, or the payment of dividends or other distributions by the Company or any of its Subsidiaries; (iv) relating to or providing for the establishment, investment in, organization, formation, or governance of any joint venture, limited liability company or partnership with any other Person; (v) that creates an exclusive dealing arrangement or right of first offer or refusal that is material to the Company and its Subsidiaries taken as a whole, to the benefit of a third party, other than joint operating agreements, bidding agreements and other industry standard agreements entered into in the Ordinary Course; (vi) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $2.5 million; (vii) that limits or restricts, or may in the future limit or restrict, the ability of the Company or any Subsidiary to acquire any property, to engage in any line of business or to carry on business in any geographic area, or the scope of Persons to whom the Company or any of its Subsidiaries may sell products or deliver services; (viii) that constitutes a hedge contract, futures contract, swap contract, option contract or similar derivative Contract, in the case of an option, with a gross amount of premium payable at the time of execution (based on the greater of fair market value or actual premium payable) of $2.5 million or more or, in the case of any other transaction, with a gross notional amount of $2.5 million or more; (x) under which the Company or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $2.5 million over the remaining term; (xi) with any Governmental Entity; (xii) that constitutes an amendment, supplement, renewal or modification in respect of any of the foregoing; or (xiii) which, if terminated or if it ceased to be in effect, would have a Material Adverse Effect on the Company.

“ Material Subsidiaries ” has the meaning specified in Paragraph 8(c) of Schedule C.

“ Minister ” means the Minister of Innovation, Science and Industry and/or other Ministers responsible for the Investment Canada Act.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“ Misrepresentation ” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

“ Notice ” has the meaning specified in Section 8.3.

“ officer ” has the meaning specified in the Securities Act (Ontario).

“ OHSL ” has the meaning specified in Paragraph 35 of Schedule C.

“ Ordinary Course ” means, with respect to an action taken by the Company or its Subsidiary, that such action is consistent with the past practices of the Company or such Subsidiary, and is taken in the usual and ordinary course of the normal day-to-day operations of the business of the Company or such Subsidiary; provided, however, that:

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(m) any reasonable action taken by the Company or any of its Subsidiaries arising out of or related to any epidemic, pandemic or other outbreak of illness or public health event shall be deemed for the purposes of this Agreement to have been taken by the Company or any of its Subsidiaries in the Ordinary Course; and
(n) from and after the date of this Agreement, any action taken by the Company or any of its Subsidiaries that is reasonably necessary to implement or comply with the Approved Budget shall be deemed to have been taken by the Company or any of its Subsidiaries in the Ordinary Course.

“ Outside Date ” means October 30, 2020, or such later date as may be agreed to in writing between the Parties.

“ Parties ” means the Company, the Purchaser and the Guarantor, and “ Party ” means any one of them.

“ Permitted Liens ” means, in respect of the Company or any of its Subsidiaries, any one or more of the following:

(o) Liens or deposits for Taxes or charges for electricity, gas, power, water and other utilities (i) which are not yet due and payable or delinquent or (ii) which are being contested in good faith by appropriate proceedings and in respect of which the applicable Governmental Entities are prevented from taking collection action during the valid contest of such amounts and in respect of which reserves have been provided in the most recently published consolidated financial statements of the Company in accordance with IFRS;
(p) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the Company Assets, provided that such Liens are related to obligations not yet due or delinquent, are not registered against title to any Company Assets and in respect of which adequate holdbacks are being maintained as required by applicable Law imposed by any Governmental Entity having jurisdiction over real property;
(q) municipal by-laws, regulations, ordinances, zoning law, building or land use restrictions and other limitations imposed by any Governmental Entity having jurisdiction over real property and any other restrictions affecting or controlling the use, marketability or development of real property;
(r) customary rights of general application reserved to or vested in any Governmental Entity to control or regulate any interest in the facilities in which the Company or any of its Subsidiaries conduct their business, provided that such Liens, encumbrances, exceptions, agreements, restrictions, limitations, contracts and rights (i) were not incurred in connection with any indebtedness, and (ii) do not, individually or in the aggregate, have a material adverse effect on the value or materially impair or add material cost to the use of the subject property;
(s) Liens incurred, created and granted in the Ordinary Course to a public utility, municipality or Governmental Entity in connection with operations conducted with
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respect to the Company Assets, but only to the extent those Liens relate to costs and expenses for which payment is not yet due or delinquent;

(t) easements, rights of way, restrictions, restrictive covenants, servitudes and similar rights in land including rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cables, that in each case do not materially adversely impact the use of such property as it is being used on the date of this Agreement;
(u) such other imperfections or irregularities of title or Liens as do not individually or in the aggregate materially detract from the value or materially adversely affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties;
(v) any Liens, other than those described above, that are (i) registered or of record as of the date hereof against title to real property comprising Company Assets in the applicable land registry offices or recording offices, or (ii) registered or recorded, as of the date hereof, against the Company Assets in a public personal property registry, or similar registry systems;
(w) those Liens created pursuant to the Loan Documents; and
(x) Liens listed and described in Schedule 1.1(b) of the Company Disclosure Letter.

“ Person ” includes any individual, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, body corporate, trust, organization, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“ Plan of Arrangement ” means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with Section 8.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ PRC Approvals ” means, collectively, all required approvals and notices related to the filing and notification requirements of: (i) the National Development and Reform Commission of the People’s Republic of China; (ii) the Ministry of Commerce of the People’s Republic of China; and (iii) the State Administration of Foreign Exchange of the People’s Republic of China.

“ Purchaser ” has the meaning specified in the preamble.

“ Purchaser Affiliate ” means Gold Mountains (H.K.) International Mining Company Limited.

“ Purchaser Termination Fee Event ” has the meaning specified in Section 7.4(e).

“ Real Property Lease ” means any lease, sublease, license, occupancy agreement or other agreement with respect to any real property leased, subleased or licensed by the Company or any of its Subsidiaries.

“ Receiving Party ” has the meaning specified in the definition of Confidential Information.

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“ Regulatory Approval ” means, in respect of a Party, any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case required to be obtained or made by such Party in connection with the Arrangement or otherwise necessary to permit the Parties to complete their obligations under this Agreement.

“ Release ” has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the environment.

“ Representative ” has the meaning specified in Section 5.1(a).

“ Required Approval ” has the meaning specified in Section 2.2(b).

“ Reverse Termination Amount ” has the meaning specified in Section 7.4(d).

“ Securities Authorities ” means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“ Securities Laws ” means the Securities Act (Ontario) and any other applicable Canadian provincial securities laws, rules and regulations and published policies thereunder.

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval maintained on behalf of the Securities Authorities.

“ Software ” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“ Stated Capital Resolution ” means a special resolution of Company Shareholders approving the reduction in the stated capital of the Common Shares in order to satisfy the requirements of Section 192(2) of the CBCA.

“ Superior Proposal ” means any bona fide written Acquisition Proposal from a Person or group of Persons who is at arm’s length to the Company to acquire not less than all of the outstanding Common Shares (other than the Common Shares beneficially owned by the Person or group of Persons making such Superior Proposal) or all or substantially all of the assets of the Company on a consolidated basis: (i) that did not result from or involve a breach of Article 5, (ii) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the Person or group of Persons making such proposal; (iii) that is not subject to any financing contingency and in respect of which, to the satisfaction of the Board, acting in good faith, adequate arrangements have been made to ensure that the required funds will be available to effect payment in full for all of the Common Shares or assets, as the case may be; (iv) that is, as at the date the Company provides the Superior Proposal Notice to the Purchaser, not subject to any due diligence or access condition; and (v) in respect of which the Board determines, in its good faith judgment, after receiving the advice of its financial advisors and its outside legal advisors and after taking into account all the terms and conditions of the Acquisition Proposal, that the Acquisition

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Proposal would, if completed in accordance with its terms (but without assuming away any risk of non-completion), result in a transaction which is more favourable, from a financial point of view, to the Company Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(b)).

“ Superior Proposal Notice ” has the meaning specified in Section 5.4(a)(ii).

“ Support and Voting Agreements ” means each of the support and voting agreements dated the date hereof between the Purchaser and each of the directors and senior officers of the Company who are Company Shareholders.

“ Tax Act ” means the Income Tax Act (Canada) and all regulations made thereunder and all amendments thereto.

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“ Taxes ” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, escheat, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, provincial sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) for or to or in respect of any other Person, including as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or by virtue of any statute (including under sections 159 and 160 of the Tax Act); and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“ Termination Amount ” has the meaning specified in Section 7.4(a).

“ Termination Amount Event ” has the meaning specified in Section 7.4(b).

“ Trade Control Laws ” means economic sanctions, anti-terrorism, customs and export and technology transfer control laws, including (i) the Special Economic Measures Act (Canada)¸ the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act , the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Extraterritorial Measures Act , the Export and Import Permits Act (Canada), the Defence Production Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act and the Customs Act (Canada); and (ii) any sanctions or export controls

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administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce, and Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the USA PATRIOT Act of 2001, the Trading with the Enemy Act (12 U.S.C. §95), the International Emergency Economic Powers Act (50 U.S.C. §§1701-1707), and all other applicable U.S. economic sanctions, anti-terrorism, customs and export and technology transfer control Laws, including any regulations or orders issued under the foregoing, and similar applicable economic sanctions, anti-terrorism, customs and export and technology transfer control laws of other jurisdictions.

“ TSX ” means the Toronto Stock Exchange.

“ U.S. Exchange Act ” means the Securities Exchange Act of 1934 of the United States of America, as amended.

“ U.S. Investment Company Act ” means the Investment Company Act of 1940 of the United States of America, as amended.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(a) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.
(b) Currency. All references to dollars or to $ are references to Canadian dollars, unless otherwise specified.
(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(d) Certain Phrases and References, etc. The words “including”, “includes” and “include” mean “including (or includes or include) without limitation,” and “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.” Unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term “made available” means copies of the subject materials were included in the Data Room.
(e) Capitalized Terms. All capitalized terms used in any Schedule hereto have the meanings ascribed to them in this Agreement.
(f) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of the Company, it is deemed to refer to the actual or constructive knowledge of the President and Chief Executive Officer; Chief Financial Officer; Vice President, Corporate, Finance and Investor Relations and Senior Vice President, Strategy and Corporate Affairs, after making reasonable inquiries of the applicable employees, consultants or directors of the Company or
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its Subsidiaries, in each case who are currently employed and not absent from work by reason of leave of absence or otherwise, or otherwise engaged by the Company, as applicable, with respect to the matters that are the subject of the representations and warranties.

(g) Accounting Terms. Unless otherwise specified herein, all accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of the Company required to be made shall be made in a manner consistent with IFRS.
(h) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
(i) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
(j) Time References. References to time are to local time, Toronto, Ontario.
(k) Affiliates, Subsidiaries and Significant Interest Entities. For the purpose of this Agreement, a Person is an “Affiliate” of another Person if one of them is a Subsidiary of the other or each one of them is controlled, directly or indirectly, by the same Person. A “Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary. A Person is considered to “control” another Person if: (i) the first Person beneficially owns or directly or indirectly exercises control or direction, by contract or otherwise, over securities of the second Person carrying votes which, if exercised, would entitle the first Person to elect a majority of the directors of the second Person, unless that first Person holds the voting securities only to secure an obligation, or (ii) the second Person is a partnership, other than a limited partnership, and the first Person holds more than 50% of the interests of the partnership, or (iii) the second Person is a limited partnership, and the general partner of the limited partnership is the first Person. A Significant Interest Entity means a corporation that is publicly listed and that is not a Subsidiary, 25% or more of whose issued and outstanding shares are beneficially owned directly or indirectly by the Purchaser.

1.3 Schedules

(a) The Schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.
(b) The Company Disclosure Letter itself and all information contained in it is Confidential Information of the Company and may not be disclosed by either Party unless (i) it is required to be disclosed pursuant to applicable Law unless such Law permits the Parties to refrain from disclosing the information for
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confidentiality or other purposes, or (ii) a Party, acting reasonably and in good faith, needs to disclose it in order to enforce or exercise its rights under this Agreement.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

2.2 Interim Order

As soon as reasonably practicable after the date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser pursuant to section 192 of the CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:

(a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;
(b) that the required level of approval (the “ Required Approval ”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting and (ii) if required by MI 61-101, minority approval in accordance with MI 61-101;
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(h) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; and
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(i) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

2.3 The Company Meeting

Subject to the terms of this Agreement and the receipt of the Interim Order, the Company shall:

(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s Constating Documents and applicable Law as soon as reasonably practicable, and in any event on or before August 14, 2020, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except:
(i) as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled), by applicable Law or by a valid Company Shareholder action (which action is not solicited or proposed by the Company or the Board); or
(ii) as otherwise expressly permitted under this Agreement;
(b) use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and the Stated Capital Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution or the Stated Capital Resolution or the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using proxy solicitation services firms acceptable to the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution and the Stated Capital Resolution;
(c) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any proxy solicitation services firm, as reasonably requested from time to time by the Purchaser;
(d) consult with the Purchaser in fixing the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting;
(e) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and the Stated Capital Resolution;
(f) promptly advise the Purchaser of receipt of any communication (written or oral) from any Company Shareholder or any other securityholder of the Company in opposition to the Arrangement (other than non-substantive communications) and/or relating to the exercise or purported exercise or withdrawal of Dissent Rights;
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(g) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting (unless required by applicable Law or the Interim Order);
(h) not waive any failure by any holder of Common Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser; and
(i) at the request of the Purchaser from time to time, the Company shall provide the Purchaser with: (i) a list of the registered Company Shareholders, together with their addresses and respective holdings of Common Shares; (ii) a list of the holders of the Company Options, the Company DSUs and the Company RSUs, together with their addresses and respective holdings of Company Options, Company DSUs and Company RSUs; and/or (iii) a list of participants and bookbased nominee registrants such as CDS & Co., CEDE & Co. and DTC (as applicable), and non-objecting beneficial owners of the Common Shares, together with their addresses and respective holdings of the Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of the Company Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with the Company Shareholders with respect to the Arrangement.

2.4 The Company Circular

(a) Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall promptly prepare and complete the Company Circular together with any other documents required by Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and Law, in each case using all reasonable commercial efforts so as to permit the Company Meeting to be held as soon as reasonably practicable as specified in Section 2.3(a).
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim Order, does not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Company Circular related to the Purchaser, the Guarantor and their respective Affiliates that was furnished by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall include: (i) a copy of each of the Fairness Opinions, (ii) subject to Article 5, a statement that the Board has received each of the Fairness Opinions and has unanimously, after receiving legal and financial advice, determined that the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser) and that the Arrangement is in the best interests of the Company and recommends that the Company
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Shareholders vote in favour of the Arrangement Resolution and the Stated Capital Resolution (the “ Board Recommendation ”), and (iii) a statement that the directors and senior officers of the Company who are holders of Common Shares have agreed to vote their Common Shares in favour of the Arrangement Resolution and the Stated Capital Resolution pursuant to the Support and Voting Agreements.

(c) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by them, and agrees that all information relating solely to the Purchaser or Guarantor or any of their respective Affiliates included in the Company Circular must be in a form and content satisfactory to the Purchaser.
(d) The Purchaser and the Guarantor shall provide the Company with, on a timely basis, all information regarding the Purchaser, the Guarantor and their respective Affiliates, as required by applicable Laws for inclusion in the Company Circular or in any amendments or supplements to the Company Circular. The Purchaser shall ensure that such information does not contain any Misrepresentation.
(e) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.

2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution and the Stated Capital Resolution are approved at the Company Meeting in accordance with the terms of the Interim Order, the Company shall (i) promptly (and in any event not later than two Business Days after the Company Meeting) reduce the stated capital account maintained in respect of the Common Shares to $1.00 or such other amount determined by the Board such that the aggregate of the Company’s stated capital of all classes and liabilities will be less than the realizable value of the assets of the Company, and (ii) take all steps necessary to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 192 of the CBCA, as soon as reasonably practicable, but in any event not later than three Business Days after the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order.

2.6 Court Proceedings

(a) The Purchaser and the Guarantor shall cooperate with and assist the Company in, and consent to the Company, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser or the Guarantor as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser or the Guarantor in connection therewith.
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(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, and in each case subject to applicable Law, the Company shall:
(i) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(ii) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with pursuing the Interim Order or the Final Order, and give reasonable consideration to all such comments;
(iii) provide legal counsel to the Purchaser with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(iv) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company is advised of the nature of any submissions on a timely basis prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;
(v) ensure that all material filed with the Court in connection with pursuing the Interim Order or the Final Order is consistent in all material respects with this Agreement and the Plan of Arrangement;
(vi) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement;
(vii) if at any time after the issuance of the Final Order and prior to the Effective Date the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser; and
(viii) not file any material with the Court in connection with pursuing the Interim Order or the Final Order or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed, provided that the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement.
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2.7 Company Equity Awards

(a) The Company Options, Company DSUs and Company RSUs that are outstanding immediately prior to the Effective Time shall be dealt with in accordance with the Plan of Arrangement.
(b) The Parties acknowledge that no deduction will be claimed by the Company or any person not dealing at arm’s length with the Company in respect of any payment made to a holder of Company Options in respect of the Company Options pursuant to the Plan of Arrangement who is a resident of Canada or who is employed in Canada (both for the purposes of the Tax Act), in computing the Company and such person’s income under the Tax Act, and the Company shall: (i) as applicable, make an election pursuant to subsection 110(1.1) of the Tax Act in respect of the cash payments made in exchange for the surrender of Company Options, and (ii) provide evidence in writing of such election to holders of Company Options.

2.8 Articles of Arrangement and Effective Date

(a) The Company shall file the Articles of Arrangement with the Director, and the Effective Date shall occur, on the date which is five Business Days after the date on which all conditions set forth in Section 6.1, Section 6.2 and Section 6.3 have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties. From and after the Effective Time, the Arrangement will have all of the effects provided by applicable Law, including the CBCA.
(b) The closing of the Arrangement (the “ Closing ”) will take place electronically or at such other location as may be agreed upon by the Parties.

2.9 Payment of Consideration

The Purchaser shall, on or before the Effective Date, deposit, or cause to be deposited, in escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Parties, acting reasonably) sufficient funds to satisfy the aggregate Consideration payable to Company Shareholders (excluding Company Shareholders who have exercised Dissent Rights). The Company shall provide the Purchaser with a written direction specifying the amount required to be deposited pursuant to this Section 2.9 three Business Days prior to the Effective Date.

2.10 Withholding Taxes

The Purchaser, the Company and the Depositary, as applicable, shall be entitled to deduct or withhold from the consideration payable or otherwise deliverable to any Person pursuant to the Arrangement or this Agreement, including Company Shareholders exercising Dissent Rights, and from all dividends, other distributions or other amounts otherwise payable to any former Company Shareholders or former holders of Company Options, Company DSUs or Company RSUs, such Taxes or other amounts as the Purchaser, the Company or the Depositary is

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required to deduct or withhold with respect to such payment under the Tax Act or any provision of any other applicable Law. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes are actually remitted to the appropriate taxing authority and any such other amounts deducted or withheld are remitted to the appropriate authority or person in accordance with applicable Law.

2.11 Guarantee and Indemnity

The Guarantor hereby unconditionally and irrevocably guarantees in favour of the Company, as principal and not as surety, the due and punctual performance (and, where applicable, payment) by the Purchaser (and its successors and permitted assigns) of each of its obligations and liabilities under this Agreement and the Plan of Arrangement, as the same may be amended, changed, replaced, settled, compromised or otherwise modified from time to time, and irrespective of any bankruptcy, insolvency, dissolution, winding-up, termination of the existence of or other matter whatsoever respecting the Purchaser or any successor or permitted assignee, including providing the Depositary with sufficient funds under Section 2.9 to pay the aggregate Consideration payable to the Company Shareholders pursuant to the Arrangement and all related or other fees and expenses for which the Purchaser is responsible under the terms of this Agreement (all in accordance with the terms hereof). The Guarantor hereby agrees that the Company shall not have to proceed first against the Purchaser in respect of any such matter before exercising its rights under this guarantee against the Guarantor and agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations. The Guarantor hereby waives promptness, diligence, demand, notice of acceptance and any other notice with respect to any of the guaranteed obligations and this Agreement. The Guarantor hereby agrees to indemnify and save the Company and the Company Shareholders harmless from and against all loss, cost, damage, expense, claims and liability which they may at any time suffer or incur in connection with any failure by Purchaser to duly and punctually pay or perform its obligations owed to the Company and/or the Company Shareholders under this Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company

(a) The Company represents and warrants to the Purchaser and the Guarantor that the representations and warranties set forth in Schedule C are true and correct as of the date hereof and acknowledges and agrees that the Purchaser and the Guarantor are relying upon such representations and warranties in connection with the entering into of this Agreement.
(b) The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.
(c) Except for the representations and warranties set forth in this Agreement, neither the Company nor any other Person (i) has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the
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Company, or (ii) has made or makes any representation or warranty to the Purchaser, the Guarantor or any of their respective Representatives, with respect to any financial projection, forecast, guidance, estimates of revenues, earnings or cash flows, budget or prospective information relating to the Company or any of its Subsidiaries or their respective businesses or operations.

3.2 Representations and Warranties of the Purchaser and the Guarantor

(a) The Purchaser and the Guarantor jointly and severally represent and warrant to the Company that the representations and warranties set forth in Schedule D are true and correct as of the date hereof and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.
(b) The representations and warranties of the Purchaser and the Guarantor contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.
(c) Except for the representations and warranties set forth in this Agreement, neither the Purchaser nor the Guarantor nor any other Person (i) has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Purchaser or the Guarantor, or (ii) has made or makes any representation or warranty to the Company or any of its Representatives, with respect to any financial projection, forecast, guidance, estimates of revenues, earnings or cash flows, budget or prospective information relating to the Purchaser or the Guarantor or any of their respective Affiliates or their respective businesses or operations.

ARTICLE 4 COVENANTS

4.1 Conduct of Business of the Company

(a) The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the prior written consent of the Purchaser (which consent may not be unreasonably withheld, conditioned or delayed), (ii) as required or expressly permitted by this Agreement or the Plan of Arrangement, or (iii) as required by applicable Law or a Governmental Entity, the Company shall, and shall cause each of its Subsidiaries to:
(iv) subject to clause (ii) below, conduct its business in the Ordinary Course and in accordance with applicable Laws;
(v)
implement and comply with the Approved Budget; and
(vi) use commercially reasonable efforts to maintain and preserve its business organization, assets (including, for greater certainty, the Company Assets), goodwill, employment relationships (other than where
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terminated for cause or by reason of resignation or retirement) and business relationships with other Persons with which the Company or any of its Subsidiaries have business relations.

(b) Without limiting the generality of Section 4.1(a), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the prior written consent of the Purchaser (which consent may not be unreasonably withheld, conditioned or delayed), (ii) to the extent necessary to implement or comply with the Approved Budget, (iii) as required or expressly permitted by this Agreement or the Plan of Arrangement, (iv) as required by applicable Law or a Governmental Entity, or (v) as disclosed in Schedule 4.1(b) of the Company Disclosure Letter, the Company shall not, and the Company shall cause each of its Subsidiaries not to, directly or indirectly:
(vi) amend its Constating Documents;
(vii) split, combine, subdivide or reclassify any shares of its capital stock or other equity interests;
(viii) declare, set aside or pay any dividend or other distribution on any shares of its capital stock or other equity interests (whether in cash, stock or property or any combination thereof), except for dividends or distributions by a wholly-owned Subsidiary to the Company or a wholly-owned Subsidiary;
(ix) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its capital stock or other equity interests or any of its outstanding securities;
(x) issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, except for (A) the issuance of Common Shares issuable upon the exercise of Company Options or Company DSUs outstanding on the date hereof, or (B) encumbrances in favour of the Purchaser Affiliate pursuant to the Loan Documents;
(xi) reorganize, arrange, restructure, amalgamate or merge the Company or any of its Subsidiaries;
(xii) adopt a plan of or resolutions providing for the complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Material Subsidiaries;
(xiii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), or commit to acquire, directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties,
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interests or businesses (other than those of the Company’s Subsidiaries) for consideration in excess of $5 million in the aggregate; provided that the Company shall in good faith consult with the Purchaser in respect of any proposed acquisition or series of related acquisitions in excess of $1 million;

(xiv) sell, pledge, lease, license, encumber (other than a Permitted Lien) or otherwise transfer any assets of the Company or of any of its Subsidiaries or any interest in any assets of the Company and its Subsidiaries having a value greater than $5 million in the aggregate, other than assets sold in accordance with Approved Budget or assets that are obsolete, damaged or destroyed; provided that the Company shall in good faith consult with the Purchaser in respect of any proposed transfer of assets having a value greater than $1 million;
(xv) make any capital expenditure or commitment to do so which, individually or in the aggregate, exceeds $5 million; provided that the Company shall in good faith consult with the Purchaser in respect of any proposed expenditure or commitment that exceeds $1 million;
(xvi) abandon or fail to diligently pursue any application for any material Authorizations, leases, permits or registrations for the Company or any of its Subsidiaries or take any action, or fail to take any action, that could lead to the termination of any material Authorizations, leases or registrations of the Company or any of its Subsidiaries;
(xvii) except as contemplated herein, allow the Company or any of its Subsidiaries to (A) amend or modify in any material respect, or terminate or waive any material right under, any Material Contract, (B) enter into any contract or agreement that would be a Material Contract if in effect on the date hereof, or (C) make any bid or tender after the date of this Agreement which, if accepted, would result in the Company being obligated to enter into a contract that would be a Material Contract if in effect on the date hereof (other than the renewal of a Contract in existence on the date hereof on terms materially consistent with terms in existence on the date hereof);
(xviii) except in the Ordinary Course, enter into any new Real Property Lease or amend the terms of any existing Real Property Lease;
(xix) in respect of any Company Assets, waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend, modify or change, any existing material Authorization, right to use, lease, Material Contract or Intellectual Property;
(xx) except as contemplated in Section 4.9 and except for renewals in the Ordinary Course, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally
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recognized standing providing coverage substantially similar to or greater than the coverage under the terminated, cancelled or lapsed policies are in full force and effect and the Company shall provide notice to the Purchaser in respect thereof;

(xxi) prepay any long term indebtedness before its scheduled maturity or create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof other than (A) indebtedness owing by one wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company, or of the Company to another wholly-owned Subsidiary of the Company (provided that in cases of payment by the Company or another wholly-owned Subsidiary of the Company that has provided a guarantee under the Loan Agreement, such payments can only be made to the Company or another whollyowned Subsidiary of the Company that has provided a guarantee under the Loan Agreement), (B) in connection with advances under the Company’s or any Subsidiary’s existing credit facilities disclosed in the Schedule 4.1(b)(xvi) of the Company Disclosure Letter for working capital purposes, or (C) indebtedness entered into at the request of the Purchaser, in connection with the Arrangement, or where the Purchaser or any of its Affiliates is the lender;
(xxii) make, change or revoke any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person other than advances and capital contributions to wholly-owned Subsidiaries of the Company in the Ordinary Course (provided that such wholly-owned Subsidiary has provided a guarantee as contemplated under the Loan Documents) or guarantees of the Company or a Subsidiary to the Purchaser or any of its Affiliates in connection with loans from the Purchaser or any of its Affiliates;
(xxiii) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;
(xxiv) take any action or knowingly permit any inaction or enter into any transaction that would have the effect of preventing the Purchaser from obtaining a full tax cost “bump” pursuant to paragraphs 88(1)(c) and (d) of the Tax Act in respect of the non-depreciable capital property owned by the Company or a Subsidiary of the Company for the purposes of the Tax Act upon an amalgamation with the Company or such Subsidiary or a winding-up of the Company or such Subsidiary into the Purchaser (or successor by amalgamation);
(xxv) make, change or revoke any material Tax election or designation, settle or compromise any material Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into, cancel or modify any material agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver
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of the limitation period applicable to any material Tax matter or materially amend or change any of its methods or periods of reporting income, deductions or accounting for income Tax purposes except as may be required by applicable Law;

(xxvi) make any material change in the Company’s methods of accounting, except as required by concurrent changes in IFRS or as otherwise required by applicable Law;
(xxvii) (A) make, or promise to make, any changes to any Collective Agreement, Employee Plan, written employment agreements and/or any other terms and conditions of employment applicable to any Company Employee, including granting or promising to grant, any general increase in the rate of wages, salaries, benefits, bonuses or other remuneration of any Company Employees or independent contractor or making, or promising to make, any bonus or profit sharing distribution or similar payment of any kind, or adopting, or promising to adopt, or otherwise implement any employee or executive bonus or retention plan or program, except as required by the terms of any Collective Agreement, Employee Plan, written employment agreements or applicable Law and/or offer employment to or hire any new Company Employees (other than any offers of employment or hiring in the Ordinary Course); or (B) announce, implement or effect any reduction in force, lay-off or early retirement program, severance program or other similar program or effort concerning the termination of employment of Company Employees (other than employee terminations in the Ordinary Course);
(xxviii) except as disclosed in Schedule 4.1(b)(xxiii) of the Company Disclosure Letter and except as may be required by applicable Law or the terms of any existing Employee Plan or any Contract (including, for greater certainty, in connection with any termination for cause): (A) increase any severance, change of control or termination pay to (or amend any existing arrangement with) any Company Employee or any director of the Company or any of its Subsidiaries; (B) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director or officer or senior manager of the Company or, other than in the Ordinary Course, any Company Employee (other than a director or officer or senior manager); (C) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any Company Employee having an annual base salary greater than $350,000 or targeted total annual compensation greater than $500,000; (D) increase compensation, retention or incentive compensation or other benefits payable to any director or officer of the Company or any of its Subsidiaries or, other than in the Ordinary Course, any Company Employee (other than a director or officer); (E) loan or advance money or other property by the Company or its Subsidiaries to any of their present or former directors, officers or Company Employees; (F) terminate (other than for cause) or encourage the resignation of any Company Employee with an annual base salary greater than $250,000 or targeted total annual compensation greater than $500,000; or (G) increase, or agree to increase, any funding obligation or
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accelerate, or agree to accelerate, the timing of any funding contribution under any Employee Plan;

(xxix) adopt any new material Employee Plan or make any material amendments or improvements to any Employee Plan, except as required by Law;
(xxx) cancel, waive, release, assign, settle or compromise any material claims or rights;
(xxxi) commence, waive, release, assign, settle, compromise or settle any litigation, proceeding or governmental investigation that is material or which imposes material restrictions on the operations of the Company or any of its Subsidiaries;
(xxxii) enter into or amend any Contract with any broker, finder or investment banker, including any amendment of the engagement letters with the Financial Advisors;

(xxxiii) amend the Approved Budget; or

(xxxiv) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

4.2 Covenants of the Company Relating to the Arrangement

(a) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its Subsidiaries to:
(i) use commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) required under the Material Contracts in connection with the Arrangement and the Loan Documents or (B) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed;
(ii) other than in connection with obtaining the Regulatory Approvals in respect of the Company, which shall be governed by the provisions of Section 4.5, use commercially reasonable efforts, upon reasonable consultation with the Purchaser, to oppose, lift or rescind any injunction,
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restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement, this Agreement or the Loan Documents, provided that neither the Company nor any of its Subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the Purchaser, such approval not to be unreasonably withheld, conditioned or delayed;

(iii) use its commercially reasonable efforts to promptly satisfy all conditions precedent in this Agreement;
(iv) carry out the terms of the Interim Order and the Final Order applicable to the Company and comply promptly with all requirements imposed by applicable Law on the Company or its Subsidiaries with respect to this Agreement or the Arrangement;
(v) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement; and
(vi) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.9 and delivery by each of the Purchaser and the Company and each member of the Board and each manager and officer (as the case may be) of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable efforts to assist in effecting the resignations of each of the Company’s and its Subsidiaries’ respective directors, managers and officers (as the case may be) designated by the Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by the Purchaser.
(b) The Company shall promptly notify the Purchaser of:
(i) the occurrence of any Material Adverse Effect in respect of the Company after the date hereof;
(ii) any notice or other communication from any Person alleging (A) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (B) that such Person is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of the Arrangement, this Agreement or the Loan Documents;
(iii) unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement or the
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Loan Documents (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or

(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its Subsidiaries in connection with the Arrangement, this Agreement or the Loan Documents.

4.3 Conduct of Business of the Purchaser

The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the prior written consent of the Company (which consent may not be unreasonably withheld, conditioned or delayed), (ii) as required or expressly permitted by this Agreement, or (iii) as required by applicable Law or a Governmental Entity, the Purchaser shall not take any action, or refrain from taking any action (subject to commercially reasonable efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby.

4.4 Covenants of the Purchaser and the Guarantor Relating to the Arrangement

(a) Subject to the terms and conditions of this Agreement, the Purchaser and the Guarantor shall perform all obligations required to be performed by it under this Agreement, cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, each of the Purchaser and the Guarantor shall:
(i) other than in connection with obtaining the Regulatory Approvals in respect of the Purchaser and the Guarantor, which shall be governed by the provisions of Section 4.5, use its commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;
(ii) vote, or cause to be voted, any Common Shares, directly or indirectly, owned or controlled by the Purchaser or the Guarantor or their respective Affiliates, in favour of the Arrangement Resolution and the Stated Capital Resolution and not exercise Dissent Rights in respect of such Common Shares;
(iii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement;
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(iv) carry out the terms of the Interim Order and the Final Order applicable to the Purchaser and comply promptly with all requirements imposed by applicable Law on the Purchaser or with respect to this Agreement or the Arrangement; and
(v) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement.
(b) The Purchaser shall promptly notify the Company of:
(i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;
(ii) unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iii) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser or the Guarantor, threatened against, relating to or involving or otherwise affecting the Purchaser, the Guarantor or their respective Subsidiaries in connection with this Agreement or the Arrangement.

4.5 Regulatory Approvals

(a) The Purchaser and the Guarantor shall as promptly as possible, prepare and file all necessary documents, notices, registrations, statements, petitions, filings and applications for the ICA Clearance and the PRC Approvals and shall use commercially reasonable efforts to make or obtain the ICA Clearance and the PRC Approvals, and the Parties shall as promptly as possible, prepare and file all necessary documents, registrations, statements, petitions, filings and applications for the other Regulatory Approvals and shall use commercially reasonable efforts to make or obtain all such other Regulatory Approvals, in each case in a timely manner so as to enable the Closing to occur as soon as reasonably practicable and, in any event, by no later than the Outside Date, including without limitation promptly responding to any information requests made by any Governmental Entity in connection with any Regulatory Approval.
(b) Without limiting the generality of Section 4.5(a), within one Business Day after the date of this Agreement or within such other date as the Parties may reasonably agree, the Purchaser shall prepare and file with the responsible Minister a notification under Part III of the Investment Canada Act in respect of the transactions contemplated by this Agreement.
(c) Subject to applicable Law and except as otherwise provided herein, the Parties will (i) coordinate and cooperate in exchanging information and supplying
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assistance that is reasonably requested in connection with this Section 4.5, including providing each other or the other Party’s counsel with advance copies and reasonable opportunity to comment on all notices and information or other correspondence supplied to or filed with any Governmental Entity except for the notification to be filed under the Investment Canada Act and information which a Party reasonably considers to be confidential or sensitive, which such Party shall provide on a “counsel only” basis or any documents or correspondence in respect of the PRC Approvals, and all notices and correspondence received from any Governmental Entity (subject to applicable legal privileges), and (ii) promptly notify the other of any communication from any Governmental Entity in respect of the Arrangement or this Agreement, and shall not make any submissions or filings, respond to any information request, or participate in any meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the transactions contemplated by this Agreement unless it consults with the other Party in advance. To the extent that any information or documentation to be provided to a Party pursuant to this Section 4.5 is competitively sensitive, such information may be provided to external counsel for the other Party on an external counsel only basis. The Parties will provide each other with copies of any substantive written electronic communication received from Governmental Entities with respect to all applications, filings or other processes related to the Regulatory Approvals and will give each other the opportunity to attend and participate in all substantive meetings, telephone calls or other discussions with Governmental Entities in respect of the Regulatory Approvals. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable attorneyclient or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients. This Section 4.5 shall not apply in respect of the PRC Approvals.

(d) The Company shall make available its Representatives, on the reasonable request of the Purchaser and their counsel, to assist the Purchaser in obtaining the ICA Clearance and the PRC Approvals and other Regulatory Approvals, including by providing input, including on any materials prepared for obtaining the ICA Clearance and the PRC Approvals and other Regulatory Approvals, and responding promptly to requests for support (including attendance at meetings), documents, information, comments or input where reasonably requested by the Parent and the Purchaser in connection with the ICA Clearance and the PRC Approvals and other Regulatory Approvals.
(e) Each Party shall promptly notify the other Party if it becomes aware that any (i) application, filing, document or other submission made in relation to a Regulatory Approval contains a Misrepresentation, or (ii) any Regulatory Approval contains, reflects or was obtained following the submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. In such case, the Company shall, in consultation with and subject to the prior approval of the Purchaser, cooperate in the preparation, filing and dissemination, as applicable, of any such amendment or supplement.
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(f) If any objections are asserted by any Governmental Entity under any applicable Law with respect to the transactions contemplated by this Agreement, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with any applicable Law or as not satisfying any applicable legal test under any applicable Law necessary to obtain the Regulatory Approvals, the Parties shall use all reasonable efforts consistent with the terms of this Agreement to resolve or avoid such proceeding so as to allow Closing to occur on or prior to the Outside Date.
(g) The Parties shall use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to take or cause to be taken all actions necessary or advisable on their respective parts to consummate the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement but in any event prior to the Outside Date, including to obtain the ICA Clearance and the PRC Approvals and other Regulatory Approvals.

4.6 Access to Information; Confidentiality

(a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law, the terms of any existing Contracts and any reasonable policies adopted by the Company or any of its Subsidiaries in connection with any epidemic, pandemic or other outbreak of illness:
(i) the Company shall, and shall cause each of its Subsidiaries to, give the Purchaser and its representatives reasonable access during normal business hours to its: (A) premises, (B) property and assets (including all books and records and Tax Returns, whether retained internally or otherwise), (C) Contracts, and (D) senior personnel, or other information with respect to the financial condition, assets or business of the Company or the Subsidiaries as the Purchaser may from time to time reasonably request (including without limitation such information as the Purchaser may reasonably request in order to monitor implementation of and compliance with the Approved Budget in accordance with Section 4.1(a)(ii)); provided that: (1) the Purchaser provides the Company with reasonable prior notice of any request under this Section 4.6(a); (2) access to any materials contemplated in this Section 4.6(a) (other than the materials in the Data Room) shall be provided during the Company’s normal business hours only, and (3) such access does not unduly interfere with the Ordinary Course conduct of the business of the Company or its Subsidiaries;
(ii) the Company shall use commercially reasonable efforts to, as promptly as practicable after the date hereof, give the Purchaser a complete list of all consultants or independent contractors providing work or services to the Company and each of its Subsidiaries who were paid in excess of $250,000 in the last twelve-month period or whose contract obligates the Company to pay such consultant or independent contractor in excess of $250,000 in the next twelve month period, together with reasonably
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detailed information as to the terms and conditions of each such retainer; and

(iii) unless otherwise provided under Section 4.6(a)(ii) of this Agreement, as promptly as practical after the date hereof, the Company shall deliver to the Purchaser all Contracts to which the Company or one of its Subsidiaries is a party or by which they are bound for goods and services having a value of $1 million or greater.
(b) For the purposes of preparing, considering and implementing integration and strategic plans for the Company business to be acquired by the Purchaser, from the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law and any reasonable policies adopted by the Company or any of its Subsidiaries in connection with any epidemic, pandemic or other outbreak of illness the Company, shall, and shall cause each of its Subsidiaries to:
(i) permit the Purchaser or its designated representatives not to exceed four persons (the “ Designated Representatives ”) to have access during normal business hours to the Company’s Aurora gold mine, including the provision of an office or suitable work station and on-site accommodation;
(ii) consult in good faith with, and keep the Purchaser and its Designated Representatives reasonably and periodically apprised, with respect to, all material activities relating to the exploration, permitting, development and maintenance of all of the Company Assets or any other material corporate action, and shall furnish the Purchaser or its Designated Representatives with all information, documents and access, including a copy of the current work plan relating to the Company’s Assets and any modifications or revisions thereto approved by the Company, reasonably requested by the Purchaser or its designated representatives in connection therewith;
(iii) permit the Purchaser or its Designated Representatives to attend and participate in meetings of Aurora gold mine site management with respect to the project whenever such meetings are held for the purposes of remaining informed as to the status of and any changes thereto of the procedures at the Aurora gold mine and any work delivered in connection there with.
(c) Subject to Section 4.6(d) of this Agreement, each Party agrees that it shall hold in confidence all Confidential Information of the other Party and shall not disclose such Confidential Information to any Person other than (i) those of its Representatives who reasonably require access to such Confidential Information in connection with completion or implementation of the transactions contemplated by this Agreement or (ii) to the extent such Party, acting reasonably and in good faith, determines it is necessary to disclose such Confidential Information of the other Party in order to enforce or exercise its rights under this Agreement. Before providing access to the Confidential Information of the Disclosing Party to any of its Representatives, the Receiving Party will inform such Representative that such information is subject to this
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Section 4.6 (c) of the contents of this Agreement and shall use its reasonable best efforts to ensure that such Representatives comply with this 4.6(c).

(d) If a Receiving Party is requested to disclose any Confidential Information of a Disclosing Party pursuant to any Legal Proceedings or by any Governmental Entity, the Receiving Party will give the Disclosing Party prompt notice of such request so that the Disclosing Party may seek an appropriate protective order and provide such cooperation in seeking such an order as the Disclosing Party may reasonably request. If the Receiving Party is nonetheless compelled to disclose Confidential Information of the Disclosing Party, the Receiving Party will disclose only that portion of such Confidential Information which the Receiving Party is legally required to disclose.

4.7 Public Communications

The Parties agree to jointly issue a press release with respect to this Agreement as soon as practicable after its due execution. A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing in accordance with applicable Laws, including Securities Laws, and if, in the opinion of its outside legal counsel, such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party shall use its reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its respective counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. Notwithstanding the foregoing, the Company may have discussions with Company Shareholders, financial analysts and other stakeholders relating to this Agreement or the transactions contemplated by it, provided that such discussions are not inconsistent with the most recent press releases, public disclosures or public statements made by the Company or the Purchaser that was approved by all Parties prior to the filing or release, as applicable. The Parties acknowledge that the Company will file this Agreement and a material change report relating thereto on SEDAR.

4.8 Notice Provisions

(a) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
(i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date; or
(ii) result in the failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.
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(b) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

4.9 Insurance and Indemnification

(a) The Purchaser will, or will cause the Company and its Subsidiaries to, maintain in effect without any reduction in scope or coverage for seven years from the Effective Date customary policies of directors’ and officers’ liability insurance providing protection no less favourable than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date. Alternatively, the Purchaser agrees that prior to the Effective Date, the Company may, at the election of the Company in its sole discretion (and provided that if the Company so elects, the Purchaser and the Company and its Subsidiaries shall not have the obligation referenced in the immediately preceding sentence), purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date on terms and conditions customary for a transaction of this nature and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for seven years from the Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time. From and after the Effective Time, the Company or the Purchaser, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance or adversely affect the rights of the Company’s present and former directors and officers thereunder.
(b) The Purchaser shall cause the Company and its Subsidiaries to honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries, to the extent that they are:
(i) included in the Constating Documents of the Company or any of its Subsidiaries, or
(ii) disclosed in Schedule 4.9(b) of the Company Disclosure Letter, and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than seven years from the Effective Date.
(c) If the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the
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Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) assumes all of the obligations of the Company and its Subsidiaries set forth in this Section 4.9.

4.10 Employment Matters

(a) The Purchaser agrees that the Company shall continue to honour and comply with the terms of all existing employment, change of control and severance agreements of the Company and its Subsidiaries, complete and correct copies of all of which agreements have been provided to the Purchaser.
(b) From and after the Effective Time, the Purchaser shall cause the Company and its Subsidiaries to comply with all of the obligations of the Company and any of its Subsidiaries under employment and other agreements with current or former Company Employees and Employee Plans as are disclosed in the Company Disclosure Letter in accordance with their terms as in effect immediately before the Effective Time, other than Employee Plans that are terminated in accordance with the provisions of the Plan of Arrangement; provided that no provision of this Section 4.10 shall limit or restrict the Company from terminating or amending any Employee Plan in accordance with its terms, nor give any Company Employees any right to continued employment, nor impair in any way the right of the Company or any of its Subsidiaries to terminate the employment of any Company Employees.

ARTICLE 5 COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

(a) Except as expressly provided in this Article 5, the Company shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or of any of its Subsidiaries (collectively “ Representatives ”) or otherwise, and shall not permit any such Person to:
(i) solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser or any Person acting jointly or in concert with the Purchaser) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to, an Acquisition Proposal, provided that the Company may (A) communicate with any Person for the sole purpose of clarifying the terms and conditions of any inquiry, proposal or offer made by such Person, (B) advise any Person of the restrictions of this Agreement, and
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(C) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal;

(iii) make a Change in Recommendation;
(iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five Business Days following the announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five-Business Day period); or
(v) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by, and in accordance with, Section 5.3).
(b) The Company shall, and shall cause each of its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser and its respective Affiliates) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to, an Acquisition Proposal, and in connection with such termination shall:
(i) discontinue access to and disclosure of all information, if any, to any such Person, including any data room and any confidential information, properties, facilities, books and records of the Company or any Subsidiary; and
(ii) request, and exercise all rights it has to require (A) the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any Person other than the Purchaser since January 1, 2020, and (B) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with to the extent the Company is entitled.
(c) The Company represents and warrants that, since January 1, 2020, the Company has not waived any confidentiality, standstill or similar agreement or restriction to which the Company or any of its Subsidiaries is a party, except to permit submissions of expressions of interest solicited prior to the date of this Agreement. The Company covenants and agrees that (i) the Company shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party, and (ii) neither the Company, nor any Subsidiary nor any of their respective
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Representatives will release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged by the Purchaser that the automatic termination or release of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 5.1(c)).

5.2 Notification of Acquisition Proposals

If the Company or any of its Subsidiaries, or any of their respective Representatives, receives or becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to, or that is otherwise in respect of, an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary in connection with any proposal that constitutes or would reasonably be expected to lead to, or that is otherwise in respect of, an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary, the Company shall:

(a) promptly notify the Purchaser, at first orally, and then as soon as practicable (and in any event within 24 hours) in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of all agreements and documents received in respect thereof, from or on behalf of any such Person; and
(b) keep the Purchaser reasonably informed of the status of all developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request, and shall respond as promptly as practicable to the Purchaser’s reasonable questions with respect thereto.

5.3 Responding to an Acquisition Proposal

(a) Notwithstanding Section 5.1, if at any time, prior to obtaining the approval by the Company Shareholders of the Arrangement Resolution, the Company receives a bona fide written Acquisition Proposal, the Company may engage in or participate in discussions with such Person regarding such Acquisition Proposal, and may provide such Person copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if:
(i) the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal;
(ii) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction;
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(iii) prior to providing any such copies, access, or disclosure, the Company enters into a confidentiality and standstill agreement with such Person having terms that are not less onerous than those set out in the Confidentiality Agreement and any such copies, access or disclosure provided to such Person shall have already been (or shall reasonably promptly be) provided to the Purchaser;
(iv)
- the Company did not or is not in breach of Section 5.1; and
(v) the Company promptly provides the Purchaser with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality agreement referred to in Section 5.3(a)(iii).
(b) Nothing contained in this Article 5 shall prohibit the Board from making disclosure to Company Shareholders as required by applicable Law, including complying with section 2.17 of Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal.

5.4 Right to Match

(a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders, the Board may authorize the Company to enter into a definitive agreement with respect to such Acquisition Proposal, if and only if:
(i) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction;
(ii) the Company has delivered to the Purchaser a written notice of the good faith determination of the Board, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement, together with a copy of the definitive agreement for the Superior Proposal and disclosure of the value, expressed in dollars, that the Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior Proposal (collectively, the “ Superior Proposal Notice ”);
(iii) at least five Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the Superior Proposal from the Company;
(iv) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;
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(v) if the Purchaser has offered to amend this Agreement and the Arrangement under Section 5.4(b), the Board has determined in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(b); and
(vi) prior to or concurrently with entering into such definitive agreement, the Company terminates this Agreement pursuant to Section 7.2(a)(iii)(B) and pays the Termination Amount pursuant to Section 7.4.
(b) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (i) the Board shall review any offer made by the Purchaser under Section 5.4(a)(iv) to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) if it would no longer constitute a Superior Proposal, the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser, and the Company and the Purchaser and the Guarantor shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
(c) Each successive amendment to any Acquisition Proposal that results in an increase in, or a modification to, the consideration (or value of such consideration) to be received by Company Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser shall be afforded an additional fiveBusiness Day Matching Period from the date on which the Purchaser received the Superior Proposal Notice.
(d) The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(b) would result in an Acquisition Proposal constituting a Superior Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its legal counsel.
(e) If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than 10 Business Days before the Company Meeting, the Company may, and shall at the request of Purchaser, postpone the Company Meeting to a date that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, prior to the Outside Date).
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5.5 Breach by Subsidiaries and Representatives

Without limiting the generality of the foregoing, the Company shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by any of the Company’s Subsidiaries or Representatives shall be deemed to be a breach of this Article 5 by the Company.

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

(a) Arrangement Resolution. The Arrangement Resolution has been approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order.
(b) Interim and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.
(c) Key Regulatory Approvals. Each of the Key Regulatory Approvals has been made, given or obtained, and each such Key Regulatory Approval is in force and has not been modified in any material respect.
(d) Articles of Arrangement. The Articles of Arrangement to be sent to the Director under the CBCA in accordance with this Agreement shall be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.
(e) Illegality. No Law is in effect that makes the completion of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from completing the Arrangement.

6.2 Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Representations and Warranties. (i) The representations and warranties of the Company set forth in Paragraphs 1 [Organization and Qualification], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 6(a) [Non-Contravention of Constating Documents] and 42 [Brokers] of Schedule C shall be true and correct in all respects as of the Effective Time as if made at and as of such time; (ii) the representations and warranties of the Company set forth in Paragraphs 7 [Capitalization] and 8 [Subsidiaries] of Schedule C shall be true and correct in all
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respects (except for de minimis inaccuracies) as of the date of this Agreement and true and correct in all respects (except for de minimis inaccuracies and as a result of transactions, changes, conditions, events or circumstances permitted hereunder) as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date); and (iii) all other representations and warranties of the Company set forth in this Agreement shall be true and correct (A) in all material respects as of the date of this Agreement and (B) in all respects as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date), except in the case of clause (iii)(B) to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Material Adverse Effect on the Company (and, for this purpose, any reference to “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and, in each case, the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(b) Performance of Covenants. The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Date, or which have not been waived by the Purchaser, and has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.
(c) Title Opinion. The Company has delivered to the Purchaser a title opinion in respect of the Company Property in form and substance satisfactory to the Purchaser acting reasonably.
(d) Dissent Rights. The aggregate number of Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn shall not exceed 15% of the issued and outstanding Common Shares.
(e) Material Adverse Effect. Since the date of this Agreement, there shall not have occurred a Material Adverse Effect in respect of the Company that has not been cured.
(f) Litigation Support Agreement. Each of the members of the Company’s senior management team or Board specified in Part 1 of Schedule 6.2(f) of the Company Disclosure Letter shall have entered into a litigation support agreement with the Company substantially in the form set forth in Part 2 of Schedule 6.2(f) of the Company Disclosure Letter.
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6.3 Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

(a) Representations and Warranties. (i) The representations and warranties of the Purchaser and the Guarantor set forth in Paragraphs 1 [Organization and Qualification], 2 [Corporate Authorization], 4 [Execution and Binding Obligation] and 6(a) [Non-Contravention of Constating Documents] of Schedule D shall be true and correct in all respects as of the date of this Agreement, and as of the Effective Time as if made at and as of such time; and (ii) all other representations and warranties of the Purchaser and the Guarantor set forth in this Agreement shall be true and correct (A) in all material respects as of the date of this Agreement and (B) in all respects as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date), except in the case of clause (ii)(B) to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impede or materially delay the completion of the Arrangement, and in each case, the Purchaser and the Guarantor has delivered a certificate confirming same to the Company, executed by two senior officers thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.
(b) Performance of Covenants. The Purchaser and the Guarantor has fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, or which have not been waived by the Company, and the Purchaser and the Guarantor has delivered a certificate confirming same to the Company, executed by two senior officers thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.
(c) Payment of Consideration. Subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser shall have complied with its obligations under Section 2.9 and the Depositary will have confirmed to the Company receipt from or on behalf of the Purchaser of the funds.

6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director. For greater certainty, and notwithstanding the terms of any escrow arrangement entered into between the Purchaser and the Depositary, all funds held in escrow by the Depositary pursuant to Section 2.9 hereof shall be released from escrow when the Certificate of Arrangement is issued without any further act or formality required on the part of any person.

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ARTICLE 7 TERM AND TERMINATION

7.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

7.2 Termination

(a) This Agreement may be terminated prior to the Effective Time by:
(i) the mutual written agreement of the Parties;
(ii) either the Company or the Purchaser (on its own behalf and on behalf of the Guarantor), if:
- (A) the Required Approval is not obtained at the Company Meeting in accordance with the Interim Order, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(A) if the failure to obtain the Required Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties under this Agreement or the failure of such Party to perform any of its covenants or agreements under this Agreement;
- (B) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the completion of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from completing the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 7.2(a)(ii)(B) has used its commercially reasonable efforts or, in respect of the Key Regulatory Approvals, the efforts required by Section 4.5 to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or
- (C) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(C) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party or, in the case of the Purchaser, by the Purchaser or the Guarantor, to perform any of its covenants or agreements under this Agreement;
(iii) the Company if:
- (A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under this Agreement occurs that would cause any condition in
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Section 6.3(a) [Purchaser and Guarantor Representations and Warranties Condition] or Section 6.3(b) [Purchaser and Guarantor Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date; provided that the Company is not then in breach of this Agreement so as to cause any condition in Sections 6.1 [Mutual Conditions] or 6.2 [Purchasers Conditions] not to be satisfied;

(B) prior to the approval by the Company Shareholders of the Arrangement Resolution, the Board authorizes the Company to enter into a definitive written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal in accordance with Section 5.4 of this Agreement and prior to or concurrently with such termination the Company (or another Person on behalf of the Company) pays the Termination Amount in accordance with Section 7.4 in consideration for the disposition of the Purchaser’s rights under this Agreement;
(C) subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser does not provide or cause to be provided to the Depositary sufficient funds as required pursuant to Section 2.9; or
(D) the Purchaser Affiliate breaches Section 3(1) or Section 3(3) of the Loan Agreement and such breach has not been cured within 10 Business Days of written notice thereof;
(iv) the Purchaser, on its own behalf and on behalf of the Guarantor, if:
(A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(a) [Company Representations and Warranties Condition] or Section 6.2(b) [Company Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date; provided that the Purchaser is not then in breach of this Agreement so as to cause any condition in Sections 6.1 [Mutual Conditions] or 6.3 [Company Conditions] not to be satisfied;
(B) the Board or any committee of the Board fails to unanimously recommend or withdraws, amends, modifies or qualifies in a manner adverse to Purchaser or publicly proposes or states its intention to do any of the foregoing, or fails to publicly reaffirm (without qualification) within five Business Days after having been requested in writing by the Purchaser, acting reasonably, to do so, the Board Recommendation, or takes no position or a neutral
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position with respect to a publicly announced Acquisition Proposal for more than five Business Days after such Acquisition Proposal’s public announcement (in each case, a “ Change in Recommendation ”), or the Company breaches Section 5.1 in any material respect; or

(C) there has occurred a Material Adverse Effect in respect of the Company on or after the date of this Agreement that is incapable of being cured on or prior to the Outside Date.
(b) The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(a)(i)) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

7.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the occurrence of the Effective Time, Section 4.9 and Section 4.10 shall survive; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 7.4 through to and including Section 8.15 shall survive in accordance with their terms, and provided further that, subject to Section 7.4(h), no Party shall be relieved of any liability for any breach by it of this Agreement.

7.4 Expense Reimbursement and Termination Fees and Payment

(a) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, (a) if this Agreement is terminated pursuant to Section 7.2(a)(ii)(A) [Failure of Shareholders to Approve], the Company shall pay $500,000 (the “ Expense Reimbursement Amount ”) to the Purchaser as reimbursement for costs and expenses incurred by or on behalf of the Purchaser in connection with this Agreement and the transactions contemplated hereby and (b) if a Termination Amount Event occurs, the Company shall pay $11,300,000 (the “ Termination Amount ”) to the Purchaser in consideration for the disposition of the Purchaser’s rights under this Agreement in accordance with Section 7.4(c).
(b) For the purposes of this Agreement, “ Termination Amount Event ” means the termination of this Agreement:
(i) by the Purchaser, pursuant to Section 7.2(a)(iv)(B) [Change in Recommendation or Material Breach of Section 5.1];
(ii) by the Company pursuant to Section 7.2(a)(iii)(B) [Superior Proposal]; or
(iii) by the Company or the Purchaser pursuant to Section 7.2(a)(ii)(A) [Failure of Shareholders to Approve] if:
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- (A) after the announcement of this Agreement and prior to such termination, an Acquisition Proposal is proposed, offered or made or publicly announced or otherwise publicly disclosed by any Person other than the Purchaser or any of its Affiliates (and such Acquisition Proposal has not expired or been withdrawn at least ten Business Days prior to the date of the Company Meeting); and
- (B) within 12 months following the date of such termination, (X) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is completed, or (Y) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a definitive written agreement in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later completed (whether or not within 12 months after such termination).
(c) The Termination Amount shall be paid by the Company to the Purchaser in consideration for the disposition of the Purchaser’s rights under this Agreement as follows, by wire transfer of immediately available funds to an account designated by the Purchaser:
(i) if a Termination Amount Event occurs due to a termination of this Agreement described in Section 7.4(b)(i), within two Business Days of the occurrence of such Termination Amount Event;
(ii) if a Termination Amount Event occurs due to a termination of this Agreement described in Section 7.4(b)(ii), concurrently with such termination; or
(iii) if a Termination Amount Event occurs due to a termination of this Agreement described in Section 7.4(b)(iii), on the completion of the Acquisition Proposal referred to in Section 7.4(b)(iii).

For purposes of the foregoing, the term “ Acquisition Proposal ” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to ”50% or more”.

(d) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Purchaser Termination Fee Event occurs, the Purchaser shall pay $11,300,000 to the Company in accordance with Section 7.4(e) (the “ Reverse Termination Amount ”).
(e) For the purposes of this Agreement, “ Purchaser Termination Fee Event ” means the termination of this Agreement by the Company or the Purchaser, pursuant to Section 7.2(a)(ii)(C) [Effective Time not occurring prior to the Outside Date] due solely to the PRC Approvals having not been obtained, in which case the Reverse Termination Amount shall be paid by the Purchaser to the Company within two Business Days following such termination.
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(f) For the avoidance of doubt, in no event shall a Party be obligated to pay the Termination Amount or the Reverse Termination Amount, as the case may be, on more than one occasion. If circumstances arise in which the Company would otherwise be required to pay both the Expense Reimbursement Amount and the Termination Amount to the Purchaser, any payment by the Company to the Purchaser of the Expense Reimbursement Amount shall be credited towards the obligation of the Company to pay the Termination Amount to the Purchaser.
(g) Each of the Parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement, and that any payment of the Termination Amount or Reverse Termination Amount, as set out in this Section 7.4, is in consideration for the disposition of the applicable Party’s rights under this Agreement which are a genuine pre-estimate of the damages, including opportunity costs, which the Purchaser will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not penalties. The Parties irrevocably waive any right they may have to raise as a defence that any such amounts are excessive or punitive.
(h) The Parties agree that the payment of the Expense Reimbursement Amount, the Termination Amount and the Reverse Termination Amount in the manner provided in this Section 7.4 is the sole and exclusive remedy of the Party to whom such fee is paid in respect of the event giving rise to such payment and the termination of this Agreement, and following receipt thereof, such Party shall not be entitled to bring or maintain any claim, action or proceeding against the other Party or any of its Affiliates arising out of or in connection with this Agreement (or the termination thereof) or the transactions contemplated herein and neither the Party paying such fee nor any of its Affiliates shall have any further liability with respect to this Agreement or the transactions contemplated hereby to the Party receiving such fee or any of its Affiliates) provided, however, that this limitation shall not apply in the event of fraud or a wilful breach by the other Party receiving such fee or any of its Subsidiaries of its representations, warranties, covenants or agreements set forth in this Agreement (which breach and liability therefore shall not be affected by termination of this Agreement or any payment of the Termination Amount or Reverse Termination Amount). The Parties shall also have the right to injunctive and other equitable relief in accordance with Section 8.5 to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement.

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

(a) This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Company Shareholders and any such amendment may, subject to the Interim Order and the Final Order and applicable Laws:
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(i) change the time for performance of any of the obligations or acts of the Parties;
(ii) modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;
(iii) modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(iv) modify any mutual conditions contained in this Agreement.
(b) The Company agrees that, at the request of the Purchaser, the Plan of Arrangement shall, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended to reflect such changes or modifications as the Purchaser may reasonably determine are necessary in order to reduce or mitigate any adverse tax consequence to the Purchaser or the Company associated with or resulting from the reduction in the stated capital of the Common Shares in accordance with the Stated Capital Resolution, provided that such proposed amendment is not adverse to the financial or economic interests of any Company Shareholder or any holder of Company Options, Company DSUs or Company RSUs.

8.2 Expenses

Except as provided in Section 2.3(b), all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement, including all costs, expenses and fees of the Company incurred prior to or after the Effective Date in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is completed.

8.3 Notices

Any notice, direction or other communication given pursuant to this Agreement (each a “ Notice ”) must be in writing, sent by hand delivery, courier, facsimile or email and is deemed to be given and received: (i) on the date of delivery by hand or courier if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day; or (ii) if sent by facsimile (with facsimile machine confirmation of transmission) or email on the date of transmission if it is a Business Day and transmission was made prior to 4:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day, in each case to the Parties at the following addresses (or such other address for a Party as specified by like Notice):

(a) to the Company at:

Suite 802, 375 University Avenue Toronto ON M5G 2J5 Attention: Alan Pangbourne Email: [redacted] Facsimile: [redacted]

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with a copy to: Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400 Toronto ON M5H 2T6 Attention: Brian Graves Email: [email protected] Facsimile: (416) 364-7813

(b) to the Purchaser at: Zijin Mining Group Co., Ltd. 38/F., Tower B, AVIC-ZIJIN Plaza 1811 Huandao East Road Xiamen, China Attention: Mr. Shaoyang Shen, Deputy President Tel: [redacted] Email: [redacted] with a copy to:

Gowling WLG (Canada) LLP Suite 2300, 550 Burrard Street Vancouver BC V6C 2B5 Attention: Cyndi Laval Email: [email protected] Facsimile: (604) 443-5629

Rejection or other refusal to accept, inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

8.4 Time of the Essence

Time is of the essence in this Agreement.

8.5 Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed by a Party in accordance with their specific terms or were otherwise breached by a Party. It is accordingly agreed that each Party shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to specifically enforce compliance with, or performance of, the terms of this Agreement against the other Party without any requirement for the securing or posting of any bond in connection with the obtaining of any

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such injunctive or other equitable relief, this being in addition to any other remedy to which a Party may be entitled at Law or in equity.

8.6 Third Party Beneficiaries

(a) Except as provided in Section 4.9 or Section 4.10, which, without limiting its terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 8.6 as the “Indemnified Persons”), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.
(b) Despite the foregoing, the Purchaser acknowledges to each of the Indemnified Persons their direct rights against it under Section 4.9 and Section 4.10 of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives, and for such purpose, the Company confirms that it is acting as trustee on their behalf, and agrees to enforce such provision on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Indemnified Person.

8.7 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

8.8 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Company, on the one hand, and the Purchaser, on the other hand, have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

8.9 Successors and Assigns

(a) This Agreement becomes effective only when executed by the Company and the Purchaser and the Guarantor. After that time, it will be binding upon and enure to the benefit of the Company, the Purchaser and the Guarantor and their respective successors and permitted assigns.
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(b) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party, provided however that the Purchaser (or any permitted assign of the Purchaser) may, at any time upon giving notice to the Company, assign its rights and obligations under this Agreement without such consent to any Person that is controlled by the Purchaser, provided that; (i) such assignee delivers an instrument in writing confirming that it is bound by and shall perform all of the obligations of the assigning party under this Agreement as if it were an original signatory; and (ii) the Purchaser shall not be relieved of its obligations hereunder.

8.10 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.11 Governing Law

(a) This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(b) Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

8.12 Further Assurances

Each Party hereto shall, from time to time and at all times hereafter, at the request of the other Parties hereto, but without further consideration, do all such further acts and things, and execute and deliver all such further documents and instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

8.13 Rules of Construction

The Parties to this Agreement waive the application of any applicable Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

8.14 No Liability

No director or officer of the Purchaser or the Guarantor shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered on behalf of the Purchaser or the Guarantor under this Agreement. No director or officer of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser or the

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Guarantor under this Agreement or any other document delivered on behalf of the Company or any of its Subsidiaries under this Agreement.

8.15 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

12049163 CANADA INC.

By: (signed) “ Shaoyang Shen ” Name: Shaoyang Shen Title: Director

ZIJIN MINING GROUP CO., LTD.

By: (signed) “ Shaoyang Shen ” Name: Shaoyang Shen Title: Deputy President

GUYANA GOLDFIELDS INC.

By: (signed) “ Alan Pangbourne ” Name: Alan Pangbourne Title: Title: President & CEO

SCHEDULE A

PLAN OF ARRANGEMENT

Please see attached.

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“ Arrangement ” means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations made in accordance with the terms of the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement made as of June 11, 2020 between the Purchaser, the Guarantor and the Company (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“ Arrangement Resolution ” means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting by the Company Shareholders entitled to vote thereon pursuant to the Interim Order.

“ Articles of Arrangement ” means the articles of arrangement of the Company in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form satisfactory to the Company and the Purchaser, each acting reasonably.

“ Business Day ” means any day of the year, other than a Saturday, a Sunday or any day on which major banks are closed for business in Vancouver, British Columbia or a national holiday in the People’s Republic of China or Hong Kong.

“ CBCA ” means the Canada Business Corporations Act .

“ Certificate of Arrangement ” means the certificate of arrangement issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

“ Common Shares ” means, at any time, the outstanding common shares in the capital of the Company.

“ Company ” means Guyana Goldfields Inc., a corporation existing under the laws of Canada.

“ Company DSUs ” means, at any time, the outstanding deferred share units issued pursuant to the Company DSU Plans.

“ Company Meeting ” means the annual and special meeting of Company Shareholders, including any adjournment or postponement of such annual and special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser.

“ Company Options ” means the outstanding options to purchase Common Shares issued pursuant to the Company Stock Option Plan.

“ Company RSUs ” means, collectively, at any time, the outstanding restricted share units and performance share units issued pursuant to the Company RSU Plans.

“ Company Shareholders ” means the registered or beneficial holders of Common Shares, as the context requires.

“ Company Stock Option Plan ” means the stock option plan last approved by Company Shareholders on May 1, 2018.

" Consideration " means $1.85 in cash.

“ Court ” means the Ontario Superior Court of Justice (Commercial List), or other court as applicable.

“ Depositary ” means such Person as the Purchaser may appoint to act as depositary for the Common Shares in relation to the Arrangement, with the approval of the Company, acting reasonably.

“ Director ” means the Director appointed pursuant to Section 260 of the CBCA.

“ Dissent Rights ” has the meaning specified in Section 3.1(a).

“ Dissenting Share ” has the meaning specified in Section 2.3(d)(i).

“ Dissenting Shareholder ” means a registered Company Shareholder who has validly exercised his, her or its Dissent Rights and has not withdrawn or been deemed to have

withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder.

“ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“ Effective Time ” means 12:01 a.m. on the Effective Date, or such other time on the Effective Date as the Company and the Purchaser may agree in writing.

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, anti-trust, foreign investment, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

“ Guarantor ” means Zijin Mining Group Co., Ltd., a corporation existing under the laws of the People’s Republic of China.

“ Interim Order ” means the interim order of the Court made pursuant to section 192 of the CBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“ Letter of Transmittal ” means the letter of transmittal sent to Company Shareholders for use in connection with the Arrangement.

“ Lien ” means any mortgage, charge, pledge, hypothec, security interest, lien (statutory or otherwise), or adverse right or claim, or other third party interest or encumbrance of any kind.

“ Person ” includes any individual, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, body corporate, trust,

organization, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity, whether or not having legal status.

“ Plan of Arrangement ” means this plan of arrangement and any amendments or variations made in accordance with the Arrangement Agreement or Section 5.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Purchaser ” means 12049163 Canada Inc., a corporation existing under the laws of Canada.

“ Tax Act ” means the Income Tax Act (Canada) and all regulations made thereunder and all amendments thereto.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

(a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.
(b) Currency. All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.
(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(d) Certain Phrases, etc. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.
(e) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
(f) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
(g) Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.
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ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, shall become effective, and be binding on the Purchaser, the Company, all holders and beneficial owners of Common Shares, Company Options, Company RSUs and Company DSUs, including Dissenting Shareholders, the registrar and transfer agent of the Company, the Depositary and all other Persons, at and after the Effective Time without any further act or formality required on the part of any Person.

2.3 Arrangement

Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following sequence in each case, except where stated otherwise, without any further authorization, act or formality of or by the Company, the Purchaser or any other Person:

(a) at the Effective Time:
(i) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be assigned and transferred to the Company by the holder thereof in exchange for a cash payment from the Company equal to the amount (if any) by which the Consideration exceeds the exercise price of such Company Option less applicable withholdings, and such Company Option and the Company Stock Option Plan shall immediately be cancelled;
(ii) with respect to each Company Option assigned and transferred to the Company pursuant to Section 2.3(a)(i), the holder of such Company Option will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration (if any) such holder is entitled to receive pursuant to Section 2.3(a)(i)) and the name of the holder thereof will be removed from the applicable securities register of the Company; and
(iii) the Company Stock Option Plan and all agreements relating to Company Options will be terminated and of no further force and effect;
(b) concurrent with the steps in Section 2.3(a):
(i) each Company DSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be cancelled in exchange for a cash payment from the Company equal to the Consideration less applicable withholdings;
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(ii) with respect to each Company DSU cancelled pursuant to Section 2.3(b)(i), the holder of such Company DSU will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration such holder is entitled to receive pursuant to Section 2.3(b)(i)) and the name of the holder thereof will be removed from the applicable securities register of the Company; and
(iii) the Company DSU Plans and all agreements relating to Company DSUs will be terminated and of no further force and effect;
(c) concurrent with the steps in Sections 2.3(a)and 2.3(b):
(i) each Company RSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be cancelled in exchange for a cash payment from the Company equal to the Consideration less applicable withholdings;
(ii) with respect to each Company RSU cancelled pursuant to Section 2.3(c)(i), the holder of such Company RSU will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration such holder is entitled to receive pursuant to Section 2.3(c)(i)) and the name of the holder thereof will be removed from the applicable securities register of the Company; and
(iii) the Company RSU Plans and all agreements relating to Company RSUs will be terminated and of no further force and effect;
(d) immediately after the steps in Section 2.3(a), 2.3(b)and 2.3(c):
(i) each Common Share held by a Dissenting Shareholder who is ultimately determined to be entitled to be paid the fair value of his, her or its Common Shares in accordance with Article 3 (a “ Dissenting Share ”) shall be and shall be deemed to have been transferred to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser in an amount equal to the fair value of such Dissenting Share determined and payable in accordance with Article 3; and
(ii) with respect to each Dissenting Share transferred to the Purchaser pursuant to Section 2.3(d)(i), (A) the holder of such Dissenting Share will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive fair value of such Dissenting Share in accordance with Article 3) and the name of the holder thereof will be removed from the applicable securities register of the Company and (B) the Purchaser shall be and shall be deemed to be the transferee of such Dissenting Share (free and clear of all Liens) and will be entered in the applicable securities register of the Company as the sole holder thereof;
(e) concurrent with the steps in Section 2.3(d):
(i) each Common Share outstanding immediately prior to the Effective Time shall be and shall be deemed to be transferred to the Purchaser (free and
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clear of all Liens) in exchange for the Consideration less applicable withholdings; and

(ii) with respect to each Common Share transferred to the Purchaser pursuant to Section 2.3(e)(i), (A) the holder of such Common Share will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration such holder is entitled to receive pursuant to Section 2.3(e)(i)) and the name of the holder thereof shall be removed from the applicable securities register of the Company and (B) the Purchaser shall be and shall be deemed to be the transferee of such Common Share (free and clear of all Liens) and will be entered in the applicable securities register of the Company as the sole holder thereof.

2.4 Rounding of Consideration

If the aggregate cash amount a Company Shareholder is entitled to receive pursuant to Section 2.3(e) would otherwise include a fraction of $0.01, then the aggregate cash amount such Company Shareholder shall be entitled to receive shall be rounded down to the nearest whole $0.01.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

(a) Registered holders of Common Shares may exercise rights of dissent (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in Section 190 of the CBCA, as modified by the Interim Order and this Section 3.1; provided that, notwithstanding subsection 190(5) of the CBCA, the written objection to the Arrangement Resolution referred to in subsection 190(5) of the CBCA must be received by the Company not later than 5:00 p.m. on the Business Day which is two Business Days prior to the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who duly exercise their Dissent Rights and who:
(i) are ultimately determined to be entitled to be paid fair value by the Purchaser for the Common Shares in respect of which they have exercised Dissent Rights shall be and shall be deemed to have irrevocably transferred such Common Shares to the Purchaser pursuant to Section 2.3(d) in consideration of the fair value of such Common Shares determined as of the close of business on the day before the Arrangement Resolution was adopted; or
(ii) are not ultimately determined, for any reason, to be paid fair value by the Purchaser for the Common Shares in respect of which they have exercised Dissent Rights shall be and shall be deemed to have participated in the Arrangement on the same basis as a Company Shareholder who has not exercised Dissent Rights and shall be entitled to receive only the consideration that such Company Shareholder would
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have been entitled to receive pursuant to Section 2.3(e) if such Company Shareholder had not exercised Dissent Rights,

(b) and in no case will the Company, the Purchaser or any other Person be required to recognize such Dissenting Shareholders as holders of Common Shares after the completion of the steps set forth in Section 2.3(d), and each Dissenting Shareholder will cease to be entitled to the rights of a shareholder in respect of the Common Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Common Shares as and from the Effective Time.
(c) For greater certainty, only registered holders of Company Shares shall be entitled to exercise Dissent Rights and, in addition to any other restrictions under Section 190 of the CBCA, neither (i) holders of Company Options, Company DSUs or Company RSUs or (ii) Company Shareholders who vote or have instructed a proxyholder to vote such holder’s Common Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights.

ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Deposit Rules and Procedures

(a) At or before the Effective Time, the Purchaser shall deposit or cause to deposited with the Depositary for the benefit of the Shareholders, the aggregate amount of Consideration that such Shareholders are entitled to receive under Section 2.3(e); and
(b) As soon as practicable following the later of the Effective Time and the surrender by a Company Shareholder to the Depositary of a certificate which immediately prior to the Effective Time represented outstanding Common Shares that were transferred to the Purchaser pursuant to Section 2.3(e), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the former holder of such Common Shares will be entitled to receive in exchange therefor a cheque for the aggregate Consideration such holder is entitled to receive pursuant to Section 2.3(e) less any amounts withheld pursuant to Section 4.3, and any certificate so surrendered shall forthwith be cancelled.
(c) Subject to Section 4.4, until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented Common Shares that were transferred under Section 2.3 shall be deemed after the Effective Time to represent only the right to receive (i) a cheque for the aggregate Consideration the former holder of such Common Shares is entitled to receive pursuant to Section 2.3(e) and (ii) if applicable, less any amounts withheld pursuant to Section 4.3.
(d) As soon as practicable following the Effective Time, the Company shall pay to each former holder of Company Options, Company DSUs and Company RSUs the aggregate amount of cash, if any, less, in each case, any amounts withheld
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pursuant to Section 4.3, such holder is entitled to receive pursuant to Sections 2.3(a), 2.3(b) and 2.3(c), as applicable, either (i) pursuant to the normal payroll practices and procedures of the Company or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Company is not practicable for such former holder, by cheque (delivered to such former holder at the address of such former holder as reflected on the applicable register maintained by or on behalf of the Company). For the avoidance of doubt, neither a certificate nor a letter of transmittal need be surrendered by a former holder of Company Options, Company DSUs or Company RSUs in order for such former holder to receive the cash payment such former holder is entitled to receive pursuant to Sections 2.3(a), 2.3(b) and 2.3(c).

(e) No holder of Common Shares, Company Options, Company DSUs or Company RSUs shall be entitled to receive any consideration with respect to such Common Shares, Company Options, Company DSUs or Company RSUs other than consideration such holder is entitled to receive in accordance with

Section 2.3 and this Section 4.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred to the Purchaser pursuant to Section 2.3(e) has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Common Shares, the Depositary shall, in exchange for such lost, stolen or destroyed certificate, deliver to such former holder of Common Shares the Consideration such Company Shareholder is entitled to receive in respect of such Common Shares pursuant to Section 2.3(e), any amounts withheld pursuant to Section 4.3. When authorizing such payment in relation to any such lost, stolen or destroyed certificate, the former holder of such Common Shares shall, as a condition precedent to the delivery thereof, give a bond satisfactory to the Purchaser and the Depositary (acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Purchaser, the Company and the Depositary in a manner satisfactory to Purchaser, the Company and the Depositary (acting reasonably) against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Withholding Rights

The Purchaser, the Company or the Depositary shall deduct and withhold from any consideration otherwise payable to any Person under this Plan of Arrangement (including, without limitation, any amounts payable to Dissenting Shareholders pursuant to Section 3.1) such taxes or other amounts as the Purchaser, the Company or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act or any provision of any other applicable Law. To the extent that taxes or other amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate taxing authority.

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4.4 Extinction of Rights

Any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were acquired by the Purchaser pursuant to Section 2.3(e) and which is not deposited with the Depositary in accordance with the provisions of Section 4.1 on or before the sixth anniversary of the Effective Date shall, on the sixth anniversary of the Effective Date, cease to represent a claim or interest of any kind or nature whatsoever, whether as a securityholder or otherwise and whether against the Company, the Purchaser, the Depositary or any other Person. On such date, the Consideration such former holder of Common Shares would otherwise have been entitled to receive shall be and shall be deemed to have been surrendered for no consideration to the Purchaser. Neither the Company, the Purchaser or the Depositary will be liable to any Person in respect of any cash or securities (including any cash or securities previously held by the Depositary in trust for any such former holder) which is forfeited to the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

ARTICLE 5 AMENDMENTS

5.1 Amendments to Plan of Arrangement

(a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Company and the Purchaser (each acting reasonably), (iii) filed with the Court and, if made following the Company Meeting, approved by the Court and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to the Company Meeting (provided that the Purchaser shall have consented thereto) with or without any other prior notice or communication and, if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if such amendment, modification or supplement is consented to (i) in writing by each of the Company and the Purchaser (each acting reasonably), and(ii) if required by the Court, by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any former holder of Common Shares, Company Options, Company DSUs or Company RSUs.
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ARTICLE 6 FURTHER ASSURANCES

6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company and the Purchaser shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

SCHEDULE B

ARRANGEMENT RESOLUTION

The arrangement (the “ Arrangement ”) under section 192 of the Canada Business Corporations Act (the “ CBCA ”) involving Guyana Goldfields Inc. (the “ Company ”), pursuant to the arrangement agreement between the Company and 12049163 Canada Inc. and Zijin Mining Group Co., Ltd., dated June 11, 2020, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “ Arrangement Agreement ”), as more particularly described and set forth in the management information circular of the Company dated [ n ], 2020 (the “ Circular ”), and all transactions contemplated thereby, are hereby authorized, approved and adopted.
The plan of arrangement of the Company, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms (the “ Plan of Arrangement ”), the full text of which is set out as Appendix [ n ] to the Circular, is hereby authorized, approved and adopted.
The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved.
The Company is authorized and directed to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “ Court ”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the holders of common shares of the Company (the “ Company Shareholders ”) or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered, without further notice to or approval of the Company Shareholders: (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.
Any one director or officer of the Company be and is hereby authorized and directed for and on behalf of the Company to make an application to the Court for an order approving the Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver to the Director under the CBCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement.
Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s opinion, may be necessary
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or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing.

SCHEDULE C

COMPANY REPRESENTATIONS AND WARRANTIES

Organization and Qualification. The Company and each of its Subsidiaries is a corporation or other entity duly incorporated, formed or organized, as applicable, validly existing and, except as disclosed in Schedule 3.1(1) of the Company Disclosure Letter, in good standing (or equivalent) under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted. The Company and each of its Subsidiaries is duly qualified, registered, licensed or otherwise authorized to carry on business and, except as disclosed in Schedule 3.1(1) of the Company Disclosure Letter, is in good standing in each jurisdiction in which the character of its assets and properties, whether owned, leased, licensed or otherwise held, or the nature of its activities make such qualification, registration, licensing or other authorization necessary, and has all Authorizations required to own, lease and operate its properties and assets and to conduct its business as now owned and conducted, except as to the extent that any failure of the Company or any of its Subsidiaries to be so qualified, registered, licenced or authorized or to possess such Authorizations could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company.
Corporate Authorization. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and under the Loan Documents (including the granting of Liens as set out in the Loan Documents). The execution, delivery and performance by the Company of its obligations under this Agreement and the Loan Documents and the completion of the Arrangement and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Loan Documents or the completion of the Arrangement and the other transactions contemplated hereby and thereby other than approval by the Company Shareholders in the manner required by the Interim Order and Law and approval by the Court.
Execution and Binding Obligation. This Agreement and the Loan Documents have been duly executed and delivered by the Company, and constitute legal, valid and binding agreements of the Company enforceable against it in accordance with their terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
Governmental Authorization. The execution, delivery and performance by the Company of its obligations under this Agreement and the Loan Documents and the completion of the Arrangement and the other transactions contemplated hereby and thereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Company or by any of its Subsidiaries other than: (a) the Interim Order and any approvals required by the Interim Order; (b) the Final Order; (c) filings with the Director under the CBCA, (d) the Regulatory Approvals
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listed on Section 3.1(4) of the Company Disclosure Letter; and (e) filings with the Securities Authorities or the TSX.

Competition Act (Canada). Neither the aggregate value of the assets in Canada nor the gross revenues from sales in or from Canada generated by such assets exceeds the threshold established at section 110(3) of the Competition Act, each determined as of the time and in the manner prescribed in accordance with the Notifiable Transactions Regulations.
Non-Contravention. The execution, delivery and performance by the Company of its obligations under this Agreement and the Loan Documents (including the granting of Liens as set out in the Loan Documents) and the completion of the Arrangement and the other transactions contemplated hereby and thereby do not and will not (or would not with the giving of notice, the lapse of time or both):
(a) contravene, conflict with, or result in any violation or breach of the Company’s Constating Documents or the organizational documents of any of its Subsidiaries;
(b) assuming compliance with the matters referred to in Paragraph 4 above, contravene, conflict with or result in a violation or breach of any Law applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets;
(c) except under the agreements as disclosed in Schedule 3.1(6)(c) of the Company Disclosure Letter, allow any Person to exercise any rights, require any consent or notice under or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Material Contract or any material Authorization to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; or
(d) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or its Subsidiaries.

Capitalization.

(a) The authorized capital of the Company consists of an unlimited number of Common Shares. As of close of business on May 29, 2020, there were 174,564,184 Common Shares issued and outstanding.
(b) Schedule 3.1(7)(b) of the Company Disclosure Letter sets forth, as of the date hereof, the number of outstanding Company Options and the aggregate number of Common Shares into which outstanding Company Options are convertible, and, as of close of business on May 29, 2020, the number of outstanding Company RSUs and Company DSUs, all holders thereof and the exercise price or reference price or grant value, as applicable, the date of grant, expiration date
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and vested amounts, where applicable, of such Company Options, Company RSUs and Company DSUs.

(c) All outstanding Common Shares have been duly authorized and validly issued, are fully paid and non-assessable (and no such shares have been issued in violation of any pre-emptive or similar rights), and all Common Shares issuable upon the exercise of the Company Options and Company DSUs have been duly authorized and, upon issuance, shall be validly issued as fully paid and nonassessable. No Common Shares have been issued and no Company Options, Company DSUs or Company RSUs have been granted in violation of any Law on the part of the Company or any pre-emptive or similar rights applicable to them.
(d) Except in connection with the Company Stock Option Plan, the Company DSU Plans, the Company RSU Plans, there are no issued, outstanding or authorized options, equity-based awards, warrants, calls, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind that obligate the Company or any of its Subsidiaries to, directly or indirectly, issue, register for sale, repurchase or redeem any securities of the Company or of any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of the Company or of any of its Subsidiaries.
(e) There are no issued, outstanding or authorized notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of Common Shares on any matter except as required by Law.
Subsidiaries.
(a) The following information with respect to each Subsidiary of the Company is accurately set out in Schedule 3.1(8)(a) of the Company Disclosure Letter: (i) its name; (ii) its issued and authorized capital; (iii) the percentage of equity owned directly or indirectly by the Company; (iv) the name of and the percentage owned by registered holders of capital stock or other equity interests; and (v) its jurisdiction of incorporation, organization, formation, or governance.
(b) Except as disclosed in Schedule 3.1(8)(b) of the Company Disclosure Letter, the Company is, directly or indirectly, the registered and beneficial owner of all of the outstanding common shares or other equity interests of each of its Subsidiaries, free and clear of all Liens (other than the Liens created pursuant to the Loan Documents), all such shares or other equity interests so owned by the Company have been validly issued and are fully paid and non-assessable, as the case may be, and no such shares or other equity interests: (i) have been issued in violation of any Law or any pre-emptive or similar rights; or (ii) are subject to pre-emptive rights, rights of first refusal or similar rights created by statute, such Subsidiary’s organizational documents or any agreement binding upon the Company or any of its Subsidiaries. Except for the shares or other equity interests owned by the Company or by any of its Subsidiaries, directly or indirectly, in any Subsidiary of the Company, neither the Company nor any of its Subsidiaries is the registered or beneficial owner of any equity interest of any kind in, voting debt of, or any
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interest convertible into or exchangeable or exercisable for any equity interest in, any other Person.

(c) The Subsidiaries listed in Schedule 3.1(8)(c) of the Company Disclosure Letter are the only Subsidiaries of the Company that are material (based on the requirements for disclosure of Subsidiaries in an Annual Information Form set out in National Instrument 51-102 – Continuous Disclosure Obligations (the “ Material Subsidiaries ”).
Shareholders’ and Similar Agreements. Except as disclosed in Schedule 3.1(9) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is subject to, or affected by, any unanimous shareholders agreement and is not a party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership, registration, transfer or voting of any of the securities of the Company or of any of its Subsidiaries or pursuant to which any Person other than the Company or any of its Subsidiaries may have any right or claim in connection with any existing or past equity interest in the Company or in any of its Subsidiaries.

10. Securities Law Matters.

(a) The Company is a “reporting issuer” or equivalent thereof and not on the list of reporting issuers in default under applicable Securities Laws in each of the provinces of Canada in which such concept exists and is not in default of any material requirements of any Securities Laws or the rules and regulations of the TSX. Except as disclosed in Schedule 3.1(10)(a) of the Company Disclosure Letter, no delisting, suspension of trading in or cease trading order with respect to any of its securities and, to the knowledge of the Company, no inquiry or investigation of any Securities Authority, is pending, in effect or ongoing or threatened. The Common Shares are listed on the TSX and trading of the Common Shares is not currently halted or suspended. The Company does not have any securities listed for trading on any securities exchange other than the TSX. None of the Company’s Subsidiaries is subject to any disclosure requirements under any securities laws in any jurisdiction in which such Subsidiary is formed or otherwise organized or operates.
(b) Except as disclosed in Schedule 3.1(10)(b) of the Company Disclosure Letter, the documents comprising the Company Filings as filed or furnished in all material respects with the requirements of applicable Securities Laws and, where applicable, the rules and policies of the TSX did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation. Except as disclosed in Schedule 3.1(10)(b) of the Company Disclosure Letter, the Company has, since January 1, 2019, complied and is in compliance with applicable Securities Laws and the rules, policies and requirements of the TSX in all material respects. The Company has timely filed with the Securities Authorities all material forms, reports, schedules, certifications, statements and other documents required to be filed by it under applicable Securities Laws and where applicable, the rules and policies of the TSX since January 1, 2019. The Company has not filed any confidential material change report with the Securities Authorities which at the date hereof remains confidential. Except as disclosed in Schedule 3.1(10)(b) of the Company Disclosure Letter, there are no outstanding
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or unresolved comments in comments letters that the Company has received from any Securities Authority with respect to any of the Company Filings and, to the knowledge of the Company, neither the Company nor any of the Company Filings are the subject of an ongoing audit, review, comment or investigation by any Securities Authority or, in the case of the Company, the TSX.

(c) Except as disclosed in Schedule 3.1(10)(c) of the Company Disclosure Letter, the Company is not subject to any cease trade or other order of the TSX or any Securities Authority, and, to the knowledge of the Company, no investigation or other proceedings involving the Company that may operate to prevent or restrict trading of any securities of the Company are currently in progress or pending before the TSX, or any Securities Authority.
Financial Statements.
(a) The audited consolidated financial statements of the Company (including any of the notes or schedules thereto and the auditors’ report thereon) for the year ended December 31, 2019, and the unaudited condensed interim consolidated financial statements of the Company for the first quarter ended March 31, 2020, (i) were prepared in accordance with IFRS, (ii) fairly present, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position, results of operations or financial performance and cash flows of the Company and its respective Subsidiaries as of the dates set out in such statements and the consolidated financial position, results of operations or financial performance and cash flows of the Company and its respective Subsidiaries as at the dates and for the respective periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements) and (iii) reflect appropriate reserves in respect of contingent liabilities, if any. The Company does not intend to make any material correction or restatement of, nor, to the knowledge of the Company, is there any basis for any material correction or restatement of, any aspect of any of the financial statements referred to in this Paragraph (11). Except as described in the notes to the Company’s audited consolidated financial statements as at and for the fiscal year ended December 31, 2019 and the unaudited condensed interim consolidated financial statements of the Company for the first quarter ended March 31, 2020, there has been no material change in the Company’s accounting policies since December 31, 2019. There are no, nor are there any commitments to become a party to, any off-balance sheet transactions of the Company or of any of its Subsidiaries with unconsolidated entities or other Persons.
(b) Since January 1, 2019, the financial books, records and accounts of the Company and each of its Subsidiaries: (i) have been maintained, in all material respects, in accordance with IFRS; (ii) are stated in reasonable detail; (iii) accurately and fairly reflect all the material transactions, acquisitions and dispositions of the Company and its Subsidiaries; and (iv) accurately and fairly reflect the basis of the Company’s financial statements for periods beginning on or after such date.
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12. Disclosure Controls and Internal Control over Financial Reporting.

(a) The Company has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, as applicable, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
(b) The Company has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
(c) To the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries, or any of their respective directors, officers, auditors, accountants or representatives has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.
Auditors. The auditors of the Company are independent public accountants as required by applicable Laws and there is not now, and, to the knowledge of the Company, there has never been, any reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of the Company.
No Undisclosed Liabilities. There are no material liabilities or obligations of the Company or of any of its Subsidiaries of any type whatsoever, whether accrued, contingent or absolute, other than liabilities or obligations: (a) reflected or reserved against the unaudited condensed interim consolidated financial statements of the Company for the first quarter ended March 31, 2020 (including any notes or schedules thereto and related management’s discussions and analysis); (b) that have not had, and would not reasonably be expected to have, a Material Adverse Effect in respect of the Company; (c) incurred in connection with this Agreement; or (d) otherwise set out in Schedule 3.1(14) of the Company Disclosure Letter.
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Absence of Certain Changes or Events. Since March 31, 2020, other than the transactions contemplated in this Agreement, as publicly disclosed in the Company Filings or as disclosed in Schedule 3.1(15) of the Company Disclosure Letter or in the Data Room:
(a) the business of the Company and of each of its Subsidiaries has been conducted in the Ordinary Course; and
(b) there has not occurred any change, event, occurrence, effect or circumstance that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect in respect of the Company.
Long-Term and Derivative Transactions. Neither the Company nor any of its Subsidiaries have any material obligations or liabilities, direct or indirect, vested or contingent in respect of any rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions or currency options or production sales transactions having terms greater than 90 days or any other similar transactions (including any option with respect to any of such transactions) or any combination of such transactions.
Related Party Transactions. Neither the Company nor any of its Subsidiaries is indebted to any director, officer, employee or agent of, or independent contractor to, the Company, any of its Subsidiaries or any of their respective Affiliates (except for amounts due in the Ordinary Course as salaries, bonuses, director’s fees, under Employee Plans or amounts owing under any contracting agreement with any such independent contractor or the reimbursement of Ordinary Course expenses). Except as disclosed in Schedule 3.1(17) of the Company Disclosure Letter, there are no Contracts (other than employment arrangements or independent contractor arrangements) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any shareholder, officer or director of the Company, any of its Subsidiaries or any of their respective Affiliates.
No “Collateral Benefit”. To the knowledge of the Company, no related party (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) of the Company together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Common Shares, except for related parties who will not receive a “collateral benefit” (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement.
Compliance with Laws. Except in connection with the matters as disclosed in Schedule 3.1(19) of the Company Disclosure Letter, the Company and each of its Subsidiaries is, and, to the knowledge of the Company, since January 1, 2018 has been, in compliance with all applicable Laws, and neither the Company nor any of its Subsidiaries is, to the knowledge of the Company, under any investigation with respect to, has been charged or to the knowledge of the Company threatened to be charged with, or has received notice of, any violation or potential violation of any Law or a
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disqualification by a Governmental Entity except, in each case, as could not reasonably be expected to have a Material Adverse Effect in respect of the Company.

20. Authorizations and Licenses.

(a) Except as disclosed in Schedule 3.1(20)(a) of the Company Disclosure Letter, the Company and each of its Subsidiaries own, possess or have obtained all Authorizations that are required by Law in connection with the operation of the business of the Company and each of its Subsidiaries as presently conducted, or in connection with the ownership, operation or use of the Company Property, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company.
(b) Except as disclosed in Schedule 3.1(20)(b) of the Company Disclosure Letter, the Company or its Subsidiaries, as applicable, (i) lawfully hold, own or use, and have complied with, all Authorizations that are required by Law in connection with the operation of the business of the Company and each of its Subsidiaries as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company, (ii) each such Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course; (iii) to the knowledge of the Company, there are no facts, events or circumstances that may reasonably be expected to result in a failure to obtain or failure to be in compliance with all Authorizations as are necessary to conduct the business of the Company or the Subsidiaries; and (iv) to the knowledge of the Company, no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, any Authorization, except, in each case, as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company.
(c) Except as disclosed in Schedule 3.1(20)(c) of the Company Disclosure Letter, to the knowledge of the Company, no action, investigation or proceeding is pending in respect of or regarding any such Authorization and none of the Company or any of its Subsidiaries has received notice, whether written or oral, of revocation, non-renewal or amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or amend any such Authorization, except, in each case, as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company.
(d) Neither the Company nor any of its Subsidiaries has given an undertaking or written assurance (whether legally binding or not) to any Governmental Entity (including any competition authority) under any anti-trust or similar legislation in any jurisdiction which remains current at the date of this Agreement.

21. Material Contracts.

(a) Schedule 3.1(21)(a) of the Company Disclosure Letter sets out a complete and accurate list of all Material Contracts as of the date of this Agreement.
(b) True and complete copies of the Material Contracts have been disclosed in the Data Room and, except as disclosed in Schedule 3.1(21)(b) of the Company
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Disclosure Letter, no such Contract has been rescinded, terminated or materially modified outside of the Ordinary Course; provided that, where a Material Contract includes competitively or commercially sensitive information, the Company may disclose in the Data Room a redacted version of the Material Contract that removes the competitively or commercially sensitive information and also provide a complete, non-redacted version of the Material Contract to the Purchaser’s external legal counsel on an external legal counsel only basis but only if the provision of such version to the Purchaser’s external legal counsel would not violate any applicable Law or confidentiality or non-disclosure obligation pursuant to a Contract of the Company or a Subsidiary.

(c) To the knowledge of the Company, each Material Contract is a legal, valid, and binding obligation of the Company or a Subsidiary of the Company, as applicable, and in full force and effect and is enforceable by the Company or a Subsidiary of the Company, as applicable, in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally, and to general principles of equity).
(d) Except as disclosed in Schedule 3.1(21)(d) of the Company Disclosure Letter, the Company and each of its Subsidiaries has performed in all material respects all respective obligations required to be performed by them to date under the Material Contracts and neither the Company nor any of its Subsidiaries is in material breach or default under any Material Contract, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default by the Company or any of its Subsidiaries.
(e) Except as disclosed in Schedule 3.1(21)(e) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries knows of, or has received any notice (whether written or oral) of, any material breach or default under nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a material breach or default under any such Material Contract by any other party to a Material Contract.
(f) Except as disclosed in Schedule 3.1(21 )(f) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries has received any notice (whether written or oral), that any party to a Material Contract intends to cancel, rescind, terminate or otherwise adversely modify or not renew its relationship with the Company or any of its Subsidiaries and, to the knowledge of the Company, no such action has been threatened.
Intellectual Property. A true, complete and accurate list of all Intellectual Property owned or licensed by the Company that is material to the business, as presently conducted, of the Company and its Subsidiaries is set out in Schedule 3.1(22) of the Company Disclosure Letter. Except as disclosed in Schedule 3.1(22) of the Company Disclosure Letter: (a) the Company or one of its Subsidiaries own all right, title and interest in and to, or have validly licensed (and are not in material breach of such licenses), all Intellectual Property that is material to the business, as presently conducted, of the Company and its Subsidiaries; (b) the Intellectual Property that is owned, leased, licensed, used or held for use by to the Company and its Subsidiaries is
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sufficient, in all material respects, for conducting the business, as presently conducted, of the Company and its Subsidiaries; (c) the Company or one of its Subsidiaries own all right, title and interest in and to the Intellectual Property set out in Schedule 3.1(22) and all rights of the Company and its Subsidiaries in and to such Intellectual Property are unexpired and, to the knowledge of the Company, valid and enforceable; (d) to the knowledge of the Company, the conduct of the business of the Company and its Subsidiaries (including pursuant to the transactions contemplated by this Agreement and the Loan Documents) and the use by the Company and its Subsidiaries of any of the Intellectual Property owned by them did not and do not breach, violate, infringe or interfere with any Intellectual Property or other rights of any other Person; (e) to the knowledge of the Company, no third party is breaching, violating, infringing upon or interfering with the Intellectual Property owned by or licensed to the Company or any of its Subsidiaries; and (f) the Company and its Subsidiaries own or have validly licensed or leased (and are not in material breach of such licenses or leases) all IT Assets (including Software) that are material to the conduct of the business, as presently conducted, of the Company and its subsidiaries. Neither the Company nor any of its Subsidiaries has licensed others to use any material Intellectual Property or IT Assets, other than on a non-exclusive basis and in the Ordinary Course.

Data Privacy and Cybersecurity. The Company and its Subsidiaries have established and implemented policies, programs, and procedures that are commercially reasonable to protect the confidentiality, integrity, and/or availability of the trade secrets and other information in their possession, custody, or control, and of their Software, IT Assets, products and services. Upon the Closing, and to the knowledge of the Company, the Company and its Subsidiaries will continue to have the right to use personal information on the same basis that the Company and its Subsidiaries were entitled to use such information immediately prior to the Closing. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company, to the knowledge of the Company, (i) there has been no loss, damage, or unauthorized access, disclosure, transfer or use of any personal information, trade secret, or otherwise protected business information in the possession, custody, or control of the Company or any Subsidiary, or maintained or processed on any of their behalf and (ii) there have been no material outages or breaches of, and to their knowledge there are no bugs, defects, backdoors, or malicious code in, any Software, IT Assets, product, or service owned, sold, licensed or used by the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has notified in writing, or been required to notify in writing, any Person of any personal data or network securityrelated incident, nor has the Company or any of its Subsidiaries received any written notice of any claims, investigations, or alleged violations of Law with respect to data security, personal data rights or privacy.
U.S. Securities Compliance. The Company has issued no class of securities registered or required to be registered under the U.S. Exchange Act, and is not required to file reports under the U.S. Exchange Act. The Company is not an investment company within the meaning of the U.S. Investment Company Act.
Interest in Properties and Mineral Rights. Section 3.1(25) of the Company Disclosure Letter sets forth an accurate description of all of the real properties owned by the Company or any of its Subsidiaries (collectively, the “ Company Property ”) and all material mineral interests and rights (including any mineral claims, mining claims, concessions, exploration licences, exploitation licences, prospecting permits, mining
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leases and mining rights, in each case, either existing under contract, by operation of Laws or otherwise) of the Company and its Subsidiaries (collectively, the “ Company Mineral Rights ”). Except as disclosed in Schedule 3.1(25) of the Company Disclosure Letter:

(a) Other than the Company Property and the Company Mineral Rights set out in the Company Disclosure Letter, none of the Company or any of its Subsidiaries owns or has any interest in any material real property or any material mineral interests and rights.
(b) The Company or one of its Subsidiaries is the sole legal registered and recorded owner and beneficial owner, or the licensee or lessee, of all right, title and interest in and to the Company Property and the Company Mineral Rights, free and clear of any Liens, other than the Permitted Liens, with good and marketable title thereto.
(c) All of the Company Mineral Rights have been duly, validly and timely registered, located and recorded and otherwise granted in compliance with applicable Laws and are comprised of valid and subsisting Company Mineral Rights.
(d) The Company Mineral Rights are valid and in good standing under applicable Laws and, to the knowledge of the Company, all work required to be performed and filed in respect of the Company Property and the Company Mineral Rights has been performed and filed, all Taxes, rentals, fees, expenditures and other payments required to be made in respect thereof have been paid or incurred and all filings in respect thereof have been made. As of the date hereof, there are no outstanding debts in relation to the Company Mineral Rights.
(e) All reports and other documentation required by applicable Law to be filed by any of the Company or any of its Subsidiaries in connection with the Company Property and the Company Mineral Rights have been duly and timely filed, in all material respects, and contained all required material information at such time.
(f) There is no material adverse claim against or challenge to the title to or ownership of the Company Property or any of the Company Mineral Rights.
(g) The Company or any Subsidiary has the exclusive right to deal with the Company Property and the Company Mineral Rights.
(h) Other than Taxes and interests of Governmental Entities, no Person other than the Company and its Subsidiaries has any interest in the Company Property or any of the Company Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(i) There are no back-in rights, earn-in rights, purchase options, rights of first refusal or similar provisions or rights which would affect the interest of the Company or any of its Subsidiaries in the Company Property or any of the Company Mineral Rights.
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(j) There are no material restrictions on the ability of the Company or any of its Subsidiaries to use, transfer or exploit the Company Property or any of the Company Mineral Rights, except pursuant to the applicable Laws.
(k) None of the Company or any of its Subsidiaries has received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of the Company or any of its Subsidiaries in any of the Company Property or any of the Company Mineral Rights.
(l) No Company Property or Company Mineral Rights are subject to any expropriation proceeding by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of the Company, is there any intent or proposal to give any such notice or to commence any such proceeding.
(m) The Company and its Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences operations from landowners or Governmental Entities permitting the use of land by the Company and its Subsidiaries, and other interests that are required to exploit the Company Mineral Rights based on current operations and, to the knowledge of the Company, no third party or group holds any such rights that would be required by the Company to develop the Company Property or any of the Company Mineral Rights.
(n) All agreements required to be entered into or secured in respect of the Company Property or as required by the Company Mineral Rights have been duly, validly and timely entered into or secured by the Company or a Subsidiary, including but not limited to all required agreements with the real property owners and persons who have lawful possession of the real property (posseiros legitimas).
(o) All mines located in or on the Company Property, or lands pooled or unitized or otherwise used in connection therewith, which have been abandoned by the Company or any of its Subsidiaries have been abandoned in all material respects in accordance with good mining practices and in compliance in all material respects with all applicable Laws, and all future abandonment, remediation and reclamation obligations known to the Company as of the date hereof have been accurately set forth in the Company Filings without omission of information necessary to make the disclosure not misleading.
Mineral Reserves and Resources. The proven and probable mineral reserves and mineral resources for Company Property and the Company Mineral Rights in which the Company or any of its Subsidiaries holds an interest, as set forth in the Company Filings, were prepared in all material respects in accordance with sound mining, engineering, geosciences and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves, estimated mineral resources or mineralized material of the Company or any of its Subsidiaries, or any of their material joint ventures, taken as a whole, from the amounts set forth in the Company Filings.
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No Expropriation. No property or asset of the Company or any of its Subsidiaries has been taken or expropriated by any Governmental Entity nor, to the knowledge of the Company, has any Governmental Entity given notice of or commenced any proceeding to take or expropriate any such property or asset.
NI 43-101 Technical Reports. Since January 1, 2018, the Company has duly and timely filed all technical reports required by NI 43-101 to be filed with the Securities Authorities and all such technical reports have been prepared and disclosed in accordance with the requirements of, and in compliance with, NI 43-101, including Form 43-101F1. There has been no change of which the Company is or should be aware that would disaffirm, misrepresent or change any material aspect of the current technical report or that would require the filing of a new technical report under NI 43-101 and applicable Securities Laws. All of the material assumptions contained in the current technical report are reasonable and appropriate. The current technical report was prepared by, or under the supervision of, a qualified person within the meaning of NI 43101.
Work Programs. Except as disclosed in Schedule 3.1(29) of the Company Disclosure Letter, the Company has not entered into any joint venture, work program or made any other commitment or undertaking of any nature for which the Company will be required to pay greater than $5 million in the aggregate over the next three months.
Operational Matters. Other than as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company:
(a) any and all operations of the Company and its Subsidiaries and, to the knowledge of the Company, any and all operations by third parties, on or in respect of the Company Properties, have been conducted in compliance with reasonable and prudent international mining industry practices and applicable Laws;
(b) with respect to the underground project at the Aurora Gold Mine:
- (i) the expenditures set forth in the Approved Budget are sufficient to enable the Company and its Subsidiaries to remain in good standing with respect to all applicable Laws, Authorizations, obligations and commitments; and
- (ii) neither the Company nor any of its Subsidiaries is under any obligation to incur further expenditures under any Material Contract, Law or Authorization.
Title and Rights re: Other Assets. Except as disclosed in Schedule 3.1(31) of the Company Disclosure Letter, the Company and its Subsidiaries, as applicable, have good and valid title to all material properties and assets (in addition to the Company Property and Company Mineral Rights) reflected in the Company’s audited consolidated financial statements as at and for the fiscal year ended December 31, 2019 and the unaudited condensed interim consolidated financial statements of the Company for the first quarter ended March 31, 2020, or as described in the annual information form for the year ended December 31, 2019 of the Company or valid leasehold or licence interests in all material properties and assets not reflected in such financial statements but used by the Company or any of its Subsidiaries, free and clear of all material Liens, other than the
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Permitted Liens, and except as disclosed in Schedule 3.1(31) of the Company Disclosure Letter, there are no back-in rights, earn-in rights, purchase options, rights to first refusal or similar provisions or rights which would affect the interest of the Company or any of its Subsidiaries in any of the foregoing material properties and assets. No Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from the Company or any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries other than with the Company or as described or contemplated in this Agreement.

Exploration Information. Except as disclosed in Schedule 3.1(32) of the Company Disclosure Letter, the Company has provided the Purchaser with access to full and complete copies of all exploration information and data relating to the Company Properties (to the extent such information and data is material), and which is owned by, or within the possession or control of, the Company or any of its Subsidiaries, including, without limitation and in each case to the extent material, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Company Mineral Rights or the Company Properties which are owned by, or within the possession or control of, the Company, or any of its Subsidiaries and, to the knowledge of the Company and except as disclosed in Schedule 3.1(32) of the Company Disclosure Letter, the Company has the sole right, title, ownership and right to use all such information, data reports and studies.
Litigation. Except as disclosed in Schedule 3.1(33) of the Company Disclosure Letter and any inquiry, investigation or proceeding solely related to satisfying or obtaining the Regulatory Approvals, there are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Company threatened, against the Company or any of its Subsidiaries, or, affecting any of their respective properties or assets that if determined adverse to the interests of the Company or its Subsidiaries, could reasonably be expected to have, individually or on the aggregate, a Material Adverse Effect in respect of the Company or would be reasonably expected to prevent or delay the completion of the Arrangement or the transactions contemplated hereby, nor, to the knowledge of the Company, are there any events or circumstances which would reasonably be expected to give rise to any such claim, action, suit, arbitration, inquiry, investigation or proceeding. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of the Company, threatened against or relating to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries, nor any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company or that could be reasonably expected to prevent or delay the completion of the Arrangement or the transactions contemplated hereby.
Environmental Matters. Except as set forth in Schedule 3.1(34) of the Company Disclosure Letter:
(a) the Company and each of its Subsidiaries is, and since January 1, 2019 has been, in compliance, in all material respects, with all Environmental Laws;
(b) except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company, none of the
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Company or any of its Subsidiaries have Released, and, to the knowledge of the Company, no other Person has Released, any Hazardous Substances in violation of Environmental Laws on, at, in, under or from any real property currently owned or leased by the Company or its Subsidiaries or, to the knowledge of the Company, real property previously owned or leased by the Company or any of its Subsidiaries;

(c) there are no pending claims or, to the knowledge of the Company, threatened claims, against the Company or any of its Subsidiaries, arising out of any Environmental Laws;
(d) the Company is not aware of, nor has it received: (i) any order or directive from a Governmental Entity which relates to environmental matters that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company; or (ii) any written regulatory demand or notice with respect to the material breach of any Environmental Law applicable to the Company or any of its Subsidiaries or the Company Assets;
(e) the Company and its Subsidiaries are in possession of, and in compliance with, all material Authorizations required by Environmental Laws to own, lease and operate the Company Assets and to conduct their respective businesses, as now conducted; and
(f) the Company has made available to the Purchaser copies of all material environmental reports relating to the currently and formerly owned and leased real property that are within the possession or control of the Company or any of its Subsidiaries.

Notwithstanding any provision in this Agreement to the contrary, this Paragraph 34 of Schedule C contains the exclusive representations and warranties in respect of Environmental Laws, Hazardous Substances or any other environmental matters or conditions, liabilities or losses relating to Environmental Laws, Hazardous Substances or any other environmental matters.

35. Employees.

(a) All written employment agreements of senior management have been made available in the Data Room and such agreements are listed in Schedule 3.1(35)(a) of the Company Disclosure Letter.
(b) Schedule 3.1(28)(b) of the Company Disclosure Letter identifies with reference to one or more documents in the Data Room a complete list of the following information in respect of the Company Employees:
(i) Employee number;
(ii) Whether they are employed by the Company or a Subsidiary (and if employed by a Subsidiary, the specific Subsidiary with which they are employed);
(iii) Position/title, classification or job band;
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(iv) Employment status (e.g. full-time, part-time, temporary, casual, seasonal, co-op student, non-union, unionized (and if unionized, the specific Collective Agreement which governs their employment));
(v) Total annual remuneration, including a breakdown of hourly rate of pay or salary and applicable Employee Plans;
(vi) Regular or standard hours of work per day and per week;
(vii) Annual vacation entitlement and number of vacation days accrued and unused; and
(viii) Original hire date or, for unionized employees, seniority date.
(c) The Company and its Subsidiaries are in material compliance with all terms and conditions of all Laws respecting employment, including pay equity, employment equity, employment standards, labour, human rights, privacy, workers’ compensation and occupational health and safety, and, except as disclosed in Schedule 3.1(35)(c) of the Company Disclosure Letter, there are no material pending or outstanding contractual, statutory, civil law and/or common law claims, demands, actions, applications, complaints, investigations, proceedings or orders under any such Law and to the knowledge of the Company there is no basis for such claims except as disclosed in Schedule 3.1(35)(c) of the Company Disclosure Letter.
(d) All amounts due or accrued for all salary, wages, bonuses, commissions and benefits under Employee Plans, taxes, deductions and remittances and/or other similar accruals have either been paid or properly accrued and are accurately reflected in the books and/or records of the Company or the applicable Subsidiary.
(e) Except as disclosed in Schedule 3.1(35)(e) of the Company Disclosure Letter, neither the execution and delivery of this Agreement or the Loan Documents, shareholder or other approval of this Agreement or the Loan Documents nor the consummation of the transactions contemplated by this Agreement or the Loan Documents could, either alone or in combination with another event, (i) entitle any employee, director, officer or independent contractor of the Company or any of its Subsidiaries to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such employee, director, officer or independent contractor, (iii) directly or indirectly cause the Company or any of its Subsidiaries to transfer or set aside any assets to fund any material benefits under any Employee Plan, (iv) otherwise give rise to any material liability under any Employee Plan, (v) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any Employee Plan on or following the Effective Time, (vi) require a “gross-up,” indemnification for, or payment to any individual for any taxes imposed under Section 409A or Section 4999 of the Internal Revenue Code of 1986, as amended (the “ Code ”) or any other tax, or (vii) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code.
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(f) Except as disclosed in Schedule 3.1(35)(f) of the Company Disclosure Letter, to the knowledge of the Company, neither the Company nor any of its Subsidiaries is subject to any material claim for wrongful dismissal, constructive dismissal or any other material claim, complaint or litigation relating to employment, discrimination or termination of employment of any current or former Company Employee or relating to any failure to hire a candidate for employment.
(g) The Company and its Subsidiaries are each properly registered with the applicable workplace safety and insurance board or workers’ compensation board, as applicable. To the knowledge of the Company, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation or plan.
(h) There are no material charges pending with respect to the Company or any of its Subsidiaries under applicable occupational health and safety legislation (“ OHSL ”). To the knowledge of the Company, the Company and each of its Subsidiaries have complied in all material respects with the material terms and conditions of OHSL, as well as any orders issued under OHSL and there are no appeals of any material orders under OHSL currently outstanding.

36. Labour and Employment.

(a) Except as disclosed in Schedule 3.1(36)(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any Collective Agreements or engaged in any negotiations with respect to any collective bargaining or union agreement and no trade union, council of trade union, employee bargaining agency, works council or affiliated bargaining agent:
(i) holds bargaining rights with respect to any Company Employees or any other Person(s) who perform work or services in connection with the Company and/or any of its Subsidiaries by way of statute, certification, interim certification, voluntary recognition, designation or successor rights; or
(ii) has applied to be certified as the bargaining agent of any Employees or any other Person(s) who perform work or services in connection with the Company and/or any of its Subsidiaries.
(b) Except as disclosed in Schedule 3.1(36)(b) of the Company Disclosure Letter, there are no actual or, to the knowledge of the Company, threatened or pending application for certification or bargaining rights or letter of understanding, with respect to any current or former Company Employee.
(c) Except as disclosed in Schedule 3.1(36)(c) of the Company Disclosure Letter, there is no labour strike, dispute, lock-out, work slowdown or stoppage, picketing, boycotts or similar activities, pending or involving or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and, except as disclosed in Schedule 3.1(36)(c) of the Company Disclosure Letter, no such event has occurred within the last two years.
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(d) There are no pending or, to the knowledge of the Company, threatened applications by any trade union to have the Company or any of its Subsidiaries declared a related, successor, and/or common employer pursuant to applicable Law in any jurisdiction in which the Company or any of its Subsidiaries carries on business.
(e) Except as disclosed in Schedule 3.1(36)(e) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has engaged in any unfair labour practice and there are no actual, threatened or pending unfair labour practice complaints, charges or similar disputes or proceedings pertaining to the Company or any of its Subsidiaries.

37. Employee Plans.

(a) Schedule 3.1(37)(a) of the Company Disclosure Letter lists all material Employee Plans. The Company has disclosed in the Data Room true, correct and complete copies of all such Employee Plans as amended, together with all related material documentation in respect of each Employee Plan, including funding, trust and investment management agreements, insurance contracts, service agreements, award agreements, summary plan descriptions, consultants’ reports, actuarial reports, valuations, annual information returns, financial statements and asset statements and material correspondence with any Governmental Entity, for each of at least the last three years.
(b) Except as disclosed in Schedule 3.1(37)(b) of the Company Disclosure Letter and except as required by Law, no Employee Plan provides for retiree or postemployment medical, disability, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits.

38. Insurance.

(a) The Company and each of its Subsidiaries is, and has been continuously since July 1, 2019, insured by reputable third party insurers with reasonable and prudent policies appropriate for the size and nature of the business of the Company, its Subsidiaries and their respective assets.
(b) Except as disclosed in Schedule 3.1(38)(b) of the Company Disclosure Letter, each material insurance policy currently in effect that insures the physical properties, business, operations and assets of the Company and its Subsidiaries, is valid and binding and in full force and effect and there is no material claim pending under any such policies as to which coverage has been questioned, denied or disputed. Except as disclosed in Schedule 3.1(38)(b) of the Company Disclosure Letter, there is no material claim pending under any insurance policy of the Company or of any of its Subsidiaries that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims. All material proceedings covered by any insurance policy of the Company or of any of its Subsidiaries, have been properly reported to and accepted by the applicable insurer.
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39. Taxes.

(a) Except as disclosed in Schedule 3.1(39)(a) of the Company Disclosure Letter, the Company and each of its Subsidiaries has duly and timely filed all Tax Returns required to be filed by them prior to the date hereof and all such Tax Returns are complete and correct in all material respects.
(b) Except as disclosed in Schedule 3.1(39)(b) of the Company Disclosure Letter, the Company and each of its Subsidiaries has paid on a timely basis all Taxes which are due and payable, all assessments and reassessments, and all other Taxes due and payable by them on or before the date hereof, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published consolidated financial statements of the Company in accordance with IFRS. The Company and its Subsidiaries have provided adequate accruals in accordance with IFRS in the most recently published consolidated financial statements of the Company for any Taxes of the Company and each of its Subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns. Except as disclosed in Schedule 3.1(39)(b) of the Company Disclosure Letter, since such publication date, no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the Ordinary Course.
(c) Except as disclosed in Schedule 3.1(39)(c) of the Company Disclosure Letter, no material deficiencies, litigation, proposed adjustments or matters in controversy exist or have been asserted with respect to Taxes of the Company or any of its Subsidiaries, and neither the Company, nor any of its Subsidiaries, is a party to any material action or proceeding for assessment or collection of Taxes and no such event has been asserted or threatened in writing against the Company or any of its Subsidiaries, or any of their respective assets.
(d) No claim has been made by any Governmental Entity in a jurisdiction where the Company and any of its Subsidiaries does not file Tax Returns that the Company, or any of its Subsidiaries, is or may be subject to material Tax by that jurisdiction and none of the Company nor any of its Subsidiaries carries on business in a jurisdiction in which it does not file a Tax Return in respect of income.
(e) There are no Liens (other than Permitted Liens) with respect to Taxes upon any of the assets of the Company or any of its Subsidiaries.
(f) Except as disclosed in Schedule 3.1(39)(f) of the Company Disclosure Letter, each of the Company and its Subsidiaries has withheld, deducted or collected all material amounts required to be withheld, deducted or collected by it on account of Taxes, has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so, and complied in all material respects with all applicable Laws relating to reporting of such Taxes.
(g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any material claim for, or the period for the collection
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or assessment or reassessment of Taxes due from the Company or any of its Subsidiaries, for any taxable period and no request for any such waiver or extension is currently pending.

(h) The Company and each of its Subsidiaries has made available to the Purchaser true, correct and complete copies of all material Tax Returns, examination reports and statements of deficiencies for taxable periods, or transactions completed, for which the applicable statutory periods of limitations have not expired.
(i) None of the Company or any of its Subsidiaries is a party to or bound by (A) any agreement with a taxing authority or (B) any obligation under any Tax sharing, Tax allocation, Tax indemnity or similar agreement or arrangement (other than a customary commercial agreement not primarily related to Taxes), or (C) any agreement (other than a customary commercial agreement not primarily related to Taxes) under which the Company or any of its Subsidiaries could be (1) liable for any material Taxes or other claims of any party or (2) required to make payments with respect to any Tax benefits (whether actual Tax benefits or deemed Tax benefits) or Tax assets, including transaction tax benefits arising from a prior transaction.
(j) There are no facts, circumstances or events that exist or have existed which have resulted or may result in the application of any debt forgiveness, debt parking or property seizure provisions to the Company or any of its Subsidiaries under any Law relating to Taxes.
(k) The Company and each of its Subsidiaries has complied in all material respects with the intercompany transfer pricing provisions of each applicable Law relating to Taxes, including the contemporaneous documentation and disclosure requirements thereunder.
(l) None of the Company nor any of its Subsidiaries has any liability for Taxes of any other Person including, for greater certainty, under sections 159 or 160 of the Tax Act (or any similar provisions of federal, state, local or foreign law).
Bankruptcy and Insolvency. None of the Company or any of its Subsidiaries has made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof nor has any petition for a receiving order been presented in respect of it. None of the Company or any of its Subsidiaries has initiated any Legal Proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution and, to the knowledge of the Company, no such Legal Proceedings have been threatened by any other Person. No receiver has been appointed in respect of the Company or any of its Subsidiaries or any of their respective property or assets and no execution or distress has been levied upon any of their respective property or assets and, to the knowledge of the Company, no such Legal Proceedings have been threatened by any other Person.
Opinion of Financial Advisor. The Board has received the Fairness Opinion and such Fairness Opinions have not been withdrawn or modified as of the date of this Agreement.
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Brokers. Except for the engagement letter between the Company and RBC Dominion Securities Inc. and the engagement letter between the Company and Stifel Nicolaus Canada Inc. and the fees payable under or in connection with such engagement, and except as disclosed in Schedule 3.1(42) of the Company Disclosure Letter, no investment banker, broker, finder, financial adviser or other intermediary has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries or is entitled to any fee, commission or other payment from the Company or any of its Subsidiaries in connection with this Agreement or any other transaction contemplated by this Agreement. In Schedule 3.1(42) of the Company Disclosure Letter, the Company has disclosed to the Purchaser all fees, commissions or other payments that may be payable to the Financial Advisors in connection with this Agreement or any other transaction contemplated by this Agreement.
Ownership of Purchaser Shares. As of the date hereof neither the Company nor any of its Subsidiaries, whether alone or together with any person under common control with the Company or any of its Subsidiaries or a person acting jointly or in concert with any of them, directly or indirectly, beneficially own or exercise control or direction over any securities of the Purchaser nor do they have any options, rights or entitlements to acquire any securities of the Purchaser.
Board Approval. The Board after consultation with the financial and legal advisors, has unanimously: (i) determined that the Consideration to be received by the Company Shareholders pursuant to the Arrangement is fair to such holders and that the Arrangement is in the best interests of the Company; (ii) resolved to unanimously recommend that the Company Shareholders vote in favour of the Arrangement Resolution and the Stated Capital Resolution; and (iii) authorized the entering into of this Agreement and the Loan Documents and the performance by the Company of its obligations under this Agreement and the Loan Documents, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations.
Anti-Bribery and Corruption. None of the Company nor any of its Subsidiaries, nor any of their respective directors, officers or employees nor, to the knowledge of the Company, any of their respective agents or representatives, have directly or indirectly, (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything else of value to or for the use or benefit of any Government Official for the purpose of securing action or inaction or a decision of a Governmental Entity or a Government Official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by any Anti-Corruption Law binding on the Company or any of its Subsidiaries. The operations of the Company and its Subsidiaries have been conducted at all times in compliance with all applicable Anti-Corruption Laws and, except as disclosed in Schedule 3.1(45) of the Company Disclosure Letter, over the past six years there has been no suit, action, investigation, inquiry, litigation or proceeding by or before any Governmental Entity, customer, business partner or any arbitrator or any internal investigation involving the Company or any of its Subsidiaries or, to the knowledge of the Company, any of their directors, officers, employees, agents or representatives with respect to Anti-Corruption Laws, and, to the knowledge of the Company, there are no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding and none are pending or threatened. The Company and its Subsidiaries are not ineligible nor considered by any Governmental Entity to be ineligible, to tender for any contract or
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business with, or be awarded any contract or business by, such Governmental Entity, or to tender for or perform any sub-contracting work under a contract with such Governmental Entity. Each of the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with such legislation, including those for the detection, prevention and reporting of violations.

Economic Sanctions and Export Controls. Each of the Company, its Subsidiaries, and their respective directors and officers, and, to the knowledge of the Company, the employees, agents and representatives of the Company and its Subsidiaries are, and, to the knowledge of the Company, for the past six years have been, in compliance with all applicable Trade Control Laws. Each of the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance with such legislation, including those for the detection, prevention and reporting of violations. The operations of each of the Company and its Subsidiaries have been conducted at all times in compliance with Trade Control Laws and over the past six years there has been no suit, action, investigation, inquiry, litigation or proceeding by or before any Governmental Entity, customer, business partner or any arbitrator or any internal investigation involving each of the Company or any of its Subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, employees, agents or representatives with respect to Trade Control Laws, and, to the knowledge of the Company, there are no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding and none are pending or threatened.

SCHEDULE D

PURCHASER AND GUARANTOR REPRESENTATIONS AND WARRANTIES

Organization and Qualification. The Purchaser and the Guarantor is a corporation or other entity duly incorporated, formed or organized, as applicable, validly existing and in good standing (or equivalent) under the laws of the jurisdiction of its incorporation, organization or formation, as applicable.
Corporate Authorization. The Purchaser and the Guarantor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the completion of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser and the Guarantor and no other corporate proceedings on the part of the Purchaser and the Guarantor are necessary to authorize this Agreement or the completion of the Arrangement and the other transactions contemplated hereby.
Board Approval. The board of directors of the Purchaser and the Guarantor has approved the Arrangement and the execution and performance of this Agreement.
Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and the Guarantor, and constitutes a legal, valid and binding agreement of the Purchaser and the Guarantor enforceable against them in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
Governmental Authorization. The execution, delivery and performance by the Purchaser and the Guarantor of their respective obligations under this Agreement and the completion of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Purchaser or the Guarantor or by any of their respective Subsidiaries other than the Key Regulatory Approvals.
Non-Contravention. The execution, delivery and performance by the Purchaser and the Guarantor of their respective obligations under this Agreement and the completion of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both):
(a) contravene, conflict with, or result in any violation or breach of the Purchaser’s or the Guarantor’s Constating Documents or the organizational documents of any of their respective Subsidiaries; or
(b) assuming compliance with the matters referred to in Paragraph 5 above, contravene, conflict with or result in a violation or breach of any Law applicable to the Purchaser or the Guarantor or any of their respective Subsidiaries.
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Litigation. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or to the knowledge of the Purchaser or the Guarantor, threatened, against or involving the Purchaser or the Guarantor, or any of their respective Affiliates, by or before any Governmental Entity nor is the Purchaser or the Guarantor or any of their respective Affiliates subject to any outstanding judgement order, writ, injunction or decree that, in either case, individually or in the aggregate, is reasonably likely to prevent or materially delay consummation of the Arrangement or the transactions contemplated hereby.
Share Ownership . Other than an aggregate of 12,597,200 Common Shares, the Purchaser, the Guarantor and their respective Affiliates and persons acting jointly and in concert with the Purchaser the Guarantor and their respective Affiliates, do not beneficially own or exercise control or direction over any Common Shares or other securities of the Company as of the date of this Agreement.
Sufficient Funds. The Purchaser will have, at the Effective Time, sufficient funds available to satisfy the aggregate Consideration payable to Company Shareholders.

SCHEDULE E

KEY REGULATORY APPROVALS

ICA Clearance PRC Approvals

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Guyana Goldfields Inc. — Merger & Acquisition 2020

45677_rns_2020-06-17_3c333c3d-049a-483c-b603-7de48af929c4.PDF

ARRANGEMENT AGREEMENT

12049163 CANADA INC.

GUYANA GOLDFIELDS INC.

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

1.2 Certain Rules of Interpretation

1.3 Schedules

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

2.2 Interim Order

2.3 The Company Meeting

2.4 The Company Circular

2.5 Final Order

2.6 Court Proceedings

2.7 Company Equity Awards

2.8 Articles of Arrangement and Effective Date

2.9 Payment of Consideration

2.10 Withholding Taxes

2.11 Guarantee and Indemnity

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company

3.2

Representations and Warranties of the Purchaser and the Guarantor

ARTICLE 4 COVENANTS

4.1 Conduct of Business of the Company

4.2 Covenants of the Company Relating to the Arrangement

4.3 Conduct of Business of the Purchaser

4.4 Covenants of the Purchaser and the Guarantor Relating to the Arrangement

4.5 Regulatory Approvals

4.6 Access to Information; Confidentiality

4.7 Public Communications

4.8 Notice Provisions

4.9 Insurance and Indemnification

4.10 Employment Matters

ARTICLE 5 COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

5.2 Notification of Acquisition Proposals

5.3 Responding to an Acquisition Proposal

5.4 Right to Match

5.5 Breach by Subsidiaries and Representatives

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent to the Obligations of the Purchaser

6.3 Additional Conditions Precedent to the Obligations of the Company

6.4 Satisfaction of Conditions

ARTICLE 7 TERM AND TERMINATION

7.1 Term

7.2 Termination

7.3 Effect of Termination/Survival

7.4 Expense Reimbursement and Termination Fees and Payment

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

8.2 Expenses

8.3 Notices

8.4 Time of the Essence

8.5 Injunctive Relief

8.6 Third Party Beneficiaries

8.7 Waiver

8.8 Entire Agreement

8.9 Successors and Assigns

8.10 Severability

8.11 Governing Law

8.12 Further Assurances

8.13 Rules of Construction

8.14 No Liability

8.15 Counterparts

12049163 CANADA INC.

ZIJIN MINING GROUP CO., LTD.

GUYANA GOLDFIELDS INC.

SCHEDULE A

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 INTERPRETATION

Guyana Goldfields Inc. Merger & Acquisition 2020