Common use of Acknowledgements of the Investor Clause in Contracts

Acknowledgements of the Investor. The Investor hereby acknowledges and agrees that: 4.1. The offer, sale and issuance of the Debenture is exempt from the prospectus and registration requirements of Applicable Securities Laws and, as a result: (i) the Investor will not receive information that would otherwise be required under Applicable Securities Laws or be contained in a prospectus prepared in accordance with Applicable Securities Laws, (ii) the Investor is restricted from using most of the protections, rights and remedies available under Applicable Securities Laws, including statutory rights of rescission or damages, and (iii) the Corporation is relieved from certain obligations that would otherwise apply under Applicable Securities Laws. 4.2. No prospectus has been filed with any of the Regulatory Authorities and none of the Regulatory Authorities have made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Debenture. 4.3. The Debenture and Underlying Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws and the Debenture and Shares may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws. 4.4. The Debenture is being offered for sale only on a "private placement" basis. 4.5. The Debenture and any certificate representing the Underlying Shares (and any replacement certificate thereof issued prior to the expiration of the applicable hold periods) will bear the following legend in accordance with Applicable Securities Laws: 4.6. The certificate representing the Underlying Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods) will bear a legend substantially in the form of the following legend as required by the TSX: 4.7. The certificate representing the Underlying Shares (and any replacement certificate issued prior to the applicable hold periods) will also bear a legend substantially in the form of the following legend in accordance with the Corporation’s Shareholder Rights Plan Agreement dated March 28, 2011: "UNTIL THE SEPARATION TIME (DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ALSO EVIDENCES THE RIGHTS OF THE HOLDER DESCRIBED IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MARCH 28, 2011 AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), BETWEEN RICHMONT MINES INC. (THE "COMPANY") AND COMPUTERSHARE INVESTOR SERVICES INC., THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES SET OUT IN THE RIGHTS AGREEMENT, THE RIGHTS MAY EXPIRE, MAY BECOME NULL AND VOID OR MAY BECOME EXERCISABLE AND SHALL THEREAFTER BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR." 4.8. The Debenture and the Underlying Shares may not be sold in Canada or to Canadian residents unless, if applicable, the sale is made pursuant to an available exemption from the prospectus and registration requirements under the securities legislation in the Canadian purchaser’s province or territory of residence or the required "hold" period under Canadian securities legislation has expired. 4.9. The Private Placement is subject to regulatory consent from the TSX and NYSE Amex, and the listing of the Underlying Shares shall be subject to the approval of the TSX and NYSE Amex. 4.10. The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including the Investor.

Acknowledgements of the Investor. (a) The Investor hereby acknowledges and agrees that: 4.1. The offer, sale and issuance of the Debenture Company is exempt relying on an exemption from the requirement to provide the Investor with a prospectus and registration requirements of Applicable to sell the Subscription Shares through a person registered to sell securities under applicable Securities Laws and, as a result: (i) consequence of acquiring the Investor will not receive information that would otherwise be required under Applicable Securities Laws or be contained in a prospectus prepared in accordance with Applicable Securities LawsSubscription Shares pursuant to such exemption, (ii) the Investor is restricted from using most of the certain protections, rights and remedies available under Applicable provided by Securities Laws, including statutory rights of rescission or damages, will not be available to the Investor. (b) The Zijin Entities have not been provided with an offering memorandum or sales literature (as such terms are defined in Securities Laws) or any similar document in connection with its subscription for the Subscription Shares, and the decision to execute this Agreement and to subscribe for and purchase the Subscription Shares has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Company, other than such written representations as are expressly contained in this Agreement. (c) The Subscription Shares are being offered for sale on a “private placement” basis and the Subscription Shares will be subject to statutory resale restrictions under Securities Laws, and the Investor covenants that it will not, and the Guarantor shall cause the Investor not to, resell the Subscription Shares except in compliance with such Securities Laws and acknowledges that it is solely responsible (and the Company is not in any way responsible) for such compliance. The Zijin Entities acknowledge that any DRS advice or share certificates (or other evidence of ownership) issued representing the Subscription Shares will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MUST NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS FOUR (4) MONTHS AND A DAY AFTER THE CLOSING DATE].” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.” (d) Each of the Zijin Entities acknowledge and consent to: (i) the fact that the Company is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time); (ii) the Company retaining such personal information for as long as permitted or required by Applicable Law or business practices; (iii) the Corporation is relieved from fact that the Company may be required by Securities Laws, the rules and policies of any stock exchange or the rules of the Canadian Investment Regulatory Organization to provide regulatory authorities with any personal information provided by the Investor in or in connection with this Agreement; (iv) the collection, use and disclosure of certain obligations that would otherwise apply under Applicable of the Zijin Entities’ personal information by the TSX; and (v) if required by Securities Laws or the TSX, the Zijin Entities will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the purchase and sale of the Subscription Shares as may be required by any Securities Regulators, the TSX or such other Governmental Body. (e) The Subscription Shares are being acquired for investment purposes only and not with a current view of any distribution thereof, except in accordance with applicable Securities Laws. 4.2. No prospectus has been filed with any (f) The Investor (i) is not a U.S. Person and is not acquiring the Subscription Shares for the account or benefit of, or for resale to, a U.S. Person and (ii) the offer to it of the Regulatory Authorities and none of the Regulatory Authorities have Subscription Shares was not made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Debenture. 4.3. The Debenture and Underlying Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws and the Debenture and Shares may not be offered or sold in the United States or to a U.S. person except in compliance with and it was outside the requirements of an exemption from registration under the U.S. Securities Act United States when it executed and any applicable state securities laws. 4.4. The Debenture is being offered for sale only on a "private placement" basis. 4.5. The Debenture and any certificate representing the Underlying Shares (and any replacement certificate thereof issued prior delivered this Agreement to the expiration of the applicable hold periods) will bear the following legend in accordance with Applicable Securities Laws: 4.6. The certificate representing the Underlying Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods) will bear a legend substantially in the form of the following legend as required by the TSX: 4.7. The certificate representing the Underlying Shares (and any replacement certificate issued prior to the applicable hold periods) will also bear a legend substantially in the form of the following legend in accordance with the Corporation’s Shareholder Rights Plan Agreement dated March 28, 2011: "UNTIL THE SEPARATION TIME (DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ALSO EVIDENCES THE RIGHTS OF THE HOLDER DESCRIBED IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MARCH 28, 2011 AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), BETWEEN RICHMONT MINES INC. (THE "COMPANY") AND COMPUTERSHARE INVESTOR SERVICES INCCompany., THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES SET OUT IN THE RIGHTS AGREEMENT, THE RIGHTS MAY EXPIRE, MAY BECOME NULL AND VOID OR MAY BECOME EXERCISABLE AND SHALL THEREAFTER BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR." 4.8. The Debenture and the Underlying Shares may not be sold in Canada or to Canadian residents unless, if applicable, the sale is made pursuant to an available exemption from the prospectus and registration requirements under the securities legislation in the Canadian purchaser’s province or territory of residence or the required "hold" period under Canadian securities legislation has expired. 4.9. The Private Placement is subject to regulatory consent from the TSX and NYSE Amex, and the listing of the Underlying Shares shall be subject to the approval of the TSX and NYSE Amex. 4.10. The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including the Investor.

Acknowledgements of the Investor. The Investor hereby acknowledges and agrees that: 4.1. The offer, sale and issuance of the Debenture is exempt from the prospectus and registration requirements of Applicable Securities Laws and, as a result: (i) the Investor will not receive information that would otherwise be required under Applicable Securities Laws or be contained in a prospectus prepared in accordance with Applicable Securities Laws, (ii) the Investor is restricted from using most of the protections, rights and remedies available under Applicable Securities Laws, including statutory rights of rescission or damages, and (iii) the Corporation is relieved from certain obligations that would otherwise apply under Applicable Securities Laws. 4.2. No prospectus has been filed with any of the Regulatory Authorities and none of the Regulatory Authorities have made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Debenture. 4.3. The Debenture and Underlying Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws and the Debenture and Shares may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws. 4.4. The Debenture is being offered for sale only on a "private placement" basis. 4.5. The Debenture and any certificate representing the Underlying Shares (and any replacement certificate thereof issued prior to the expiration of the applicable hold periods) will bear the following legend in accordance with Applicable Securities Laws: 4.6. The certificate representing the Underlying Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods) will bear a legend substantially in the form of the following legend as required by the TSX: 4.7. The certificate representing the Underlying Shares (and any replacement certificate issued prior to the applicable hold periods) will also bear a legend substantially in the form of the following legend in accordance with the Corporation’s Shareholder Rights Plan Agreement dated March 28, 2011: "UNTIL THE SEPARATION TIME (DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ALSO EVIDENCES THE RIGHTS OF THE HOLDER DESCRIBED IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MARCH 28, 2011 AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), BETWEEN RICHMONT MINES INC. (THE "COMPANY") AND COMPUTERSHARE INVESTOR SERVICES INC., THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES SET OUT IN THE RIGHTS AGREEMENT, THE RIGHTS MAY EXPIRE, MAY BECOME NULL AND VOID OR MAY BECOME EXERCISABLE AND SHALL THEREAFTER BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR." 4.8. The Debenture and the Underlying Shares may not be sold in Canada or to Canadian residents unless, if applicable, the sale is made pursuant to an available exemption from the prospectus and registration requirements under the securities legislation in the Canadian purchaser’s province or territory of residence or the required "hold" period under Canadian securities legislation has expired. 4.9. The Private Placement is subject to regulatory consent from the TSX and NYSE Amex, and the listing of the Underlying Shares shall be subject to the approval of the TSX and NYSE Amex. 4.10. The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including the Investor. 4.11. The Debenture is not transferable, in whole or in part, by the Investor.

Acknowledgements of the Investor. (a) The Investor hereby acknowledges and agrees that: 4.1. The offer, sale and issuance of the Debenture Company is exempt relying on an exemption from the requirement to provide the Investor with a prospectus and registration requirements of Applicable under Securities Laws and, as a result: (i) consequence of acquiring the Investor will not receive information that would otherwise be required under Applicable Purchased Securities Laws or be contained in a prospectus prepared in accordance with Applicable Securities Lawspursuant to such exemption, (ii) the Investor is restricted from using most of the certain protections, rights and remedies available under Applicable provided by Securities Laws, including statutory rights of rescission or damages, will not be available to the Investor, and the Investor may not receive information that would otherwise be required to be provided to it under Securities Laws. (b) The Investor has not been provided with an offering memorandum or sales literature (as such terms are defined in any Securities Laws) or any similar document in connection with its subscription for the Purchased Securities, and the decision to execute this Agreement and to purchase the Purchased Securities has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Company, other than such written representations as are expressly contained in this Agreement. (c) The Purchased Securities are being offered for sale on a “private placement” basis and the Purchased Securities will be subject to statutory resale restrictions under Securities Laws, and the Investor covenants that it will not resell the Purchased Securities except in compliance with such Securities Laws and the Investor acknowledges that it is solely responsible (and the Company is not in any way responsible) for such compliance. The Investor acknowledges that the certificates representing the Purchased Securities will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MUST NOT TRADE THE SECURITIES BEFORE , 2019.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX” (d) The Investor acknowledges that it has been notified by the Company: (a) (i) of the delivery to the British Columbia Securities Commission (the “BCSC”) of certain personal information pertaining to the Investor, including such Investor’s full name, residential address and telephone number, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (ii) that this information is being collected indirectly by the BCSC under the authority granted to it in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of British Columbia; and (iv) that the Investor may contact the public official at the BCSC at P.O. Box 10142, Pacific Centre, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, or at (000) 000-0000 or 1-800-373-6393, or by facsimile at (000) 000-0000 or email at xxxxxxxxx@xxxx.xx.xx regarding any questions about the BCSC’s indirect collection of this information. (e) The Investor acknowledges and consents to: (i) the fact that the Company is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time); (ii) the Company retaining such personal information for as long as permitted or required by Applicable Laws or business practices; (iii) the Corporation is relieved from certain obligations fact that would otherwise apply under Applicable the Company may be required by Securities Laws, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided by the Investor in or in connection with this Agreement, including disclosure to the TSX; and (iv) the collection, use and disclosure of the Investor’s personal information by the TSX, and the BCSC. 4.2. No prospectus has been filed with any of (f) The Investor is aware that the Regulatory Authorities and none of the Regulatory Authorities have made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Debenture. 4.3. The Debenture and Underlying Shares Purchased Securities have not been and will not be registered under the U.S. Securities Act, Act or the securities legislation of any state securities laws of the United States and that the Debenture and Shares Purchased Securities may not be offered or sold directly or indirectly in the United States without registration under the U.S. Securities Act or to a U.S. person except in compliance with the requirements of an exemption from registration and it acknowledges that the Company has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Purchased Securities. (g) The Investor (i) is not a U.S. Person and is not acquiring the Purchased Securities for the account or benefit of, or for resale to, a U.S. Person, and (ii) the offer to it of the Purchased Securities was not made in the United States and it was outside the United States when it executed and delivered this Agreement to the Company. (h) The Investor undertakes and agrees that it will not offer or sell any of the Purchased Securities in the United States unless such securities are registered under the U.S. Securities Act and any the securities laws of all applicable state securities laws. 4.4. The Debenture is being offered for sale only on a "private placement" basis. 4.5. The Debenture and any certificate representing the Underlying Shares (and any replacement certificate thereof issued prior to the expiration states of the applicable hold periods) will bear the following legend in accordance with Applicable Securities Laws: 4.6. The certificate representing the Underlying Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods) will bear a legend substantially in the form of the following legend as required by the TSX: 4.7. The certificate representing the Underlying Shares (and any replacement certificate issued prior to the applicable hold periods) will also bear a legend substantially in the form of the following legend in accordance with the Corporation’s Shareholder Rights Plan Agreement dated March 28United States, 2011: "UNTIL THE SEPARATION TIME (DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ALSO EVIDENCES THE RIGHTS OF THE HOLDER DESCRIBED IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MARCH 28, 2011 AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), BETWEEN RICHMONT MINES INC. (THE "COMPANY") AND COMPUTERSHARE INVESTOR SERVICES INC., THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES SET OUT IN THE RIGHTS AGREEMENT, THE RIGHTS MAY EXPIRE, MAY BECOME NULL AND VOID OR MAY BECOME EXERCISABLE AND SHALL THEREAFTER BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR." 4.8. The Debenture and the Underlying Shares may not be sold in Canada or to Canadian residents unless, if applicable, the sale is made pursuant to an available exemption from the prospectus and such registration requirements under the securities legislation in the Canadian purchaser’s province or territory of residence or the required "hold" period under Canadian securities legislation has expiredis available. 4.9. The Private Placement is subject to regulatory consent from the TSX and NYSE Amex, and the listing of the Underlying Shares shall be subject to the approval of the TSX and NYSE Amex. 4.10. The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including the Investor.