Common use of Additional Covenants of the Issuer Clause in Contracts

Additional Covenants of the Issuer. 4.1 Provided that the Purchaser beneficially owns not less than 7.5% of the issued and outstanding Common Shares of the Issuer (on an undiluted basis), the Issuer covenants and agrees with the Purchaser that commencing as of the Closing Time: (a) the Issuer shall, at the request of the Purchaser at any time, appoint one nominee designated by the Purchaser to the Board of the Issuer; (b) the Issuer shall, at the request of the Purchaser, form a technical committee (the “Technical Committee”) comprised of four (4) members to which the Purchaser shall be entitled to appoint two members. The Technical Committee shall have the power and authority to, among other things, design, approve and carry out the budgets and exploration programs for the Lxxxx Gold Project to be funded out of the proceeds of the Combined Offering as contemplated in Subsection 4.2(a)(i) below. For greater certainty, following completion of the phase 1 and phase 2 exploration programs on the Lxxxx Gold Project contemplated in Subsection 10.5(i) below, future work programs by the Issuer on the Lxxxx Gold Project shall be determined by the Technical Committee on a collective basis, acting reasonably. All members of the Technical Committee shall be given reasonable access to the Issuer's scientific and technical data, work plans and programs, permitting information and results of operations from time to time including, but not limited to, reasonable access to the Issuer's technical personnel and supervised site visits to the Issuer's mineral properties. All members of the Technical Committee shall be given reasonable access to the Purchaser’s scientific and technical data, work plans and programs, permitting information and results of operations in respect of the Lxxxx Gold Project from time to time including, but not limited to, reasonable access to the Purchaser’s technical personnel who conduct geophysical or other exploration work in respect of the Issuer's mineral properties; (c) the Issuer grants the Purchaser the right in respect of any future private or public equity financing (each an “Equity Financing”), of Common Shares or Convertible Securities (collectively, the “Equity Securities”) undertaken by the Issuer, including options granted or Common Shares issued pursuant to the Issuer’s stock option plan, provided that with respect to such options, the following shall only be applicable upon the exercise of such options, or Common Shares issued upon the exercise of share purchase warrants outstanding as of the Effective Date, the right (but not the obligation) to participate in any future Equity Financing of Equity Securities undertaken by the Issuer to the extent required to allow the Purchaser to either: (i) acquire Equity Securities, on an up to pro rata basis, to maintain its then equity percentage interest in the Issuer (taking into account any Common Shares purchases by the Purchaser in the market from time to time) such that the Purchaser does not suffer any equity dilution; or (ii) acquire Equity Securities in such amount that would allow the Purchaser to increase its equity percentage interest in the Issuer to a maximum of 19.9% of the then issued and outstanding Common Shares of the Issuer on a post-Equity Financing basis. For greater certainty, in the case of any Equity Financing comprised of the issuance of Common Shares pursuant to the exercise of stock options or share purchase warrants, the price of the Common Shares that may be purchased by the Purchaser pursuant to this Subsection 4.1(c) shall, subject to the acceptance of the TSXV, be the “Market Price” (as such term is defined under the policies of the TSXV) of the Common Shares at the time of the exercise of such options or warrants, less a discount of 10%. Upon the determination by the Issuer to proceed with an Equity Financing for Equity Securities, the Issuer shall immediately give notice of such Equity Financing to the Purchaser and provide the Purchaser with all terms and conditions of such Equity Financing known to the Issuer, including any term sheet or equivalent document to be utilized by the Issuer as part of the Equity Financing. If the Purchaser wishes to exercise its rights to participate in such Equity Financing pursuant to this Subsection 4.1(c) to maintain up to its then current equity percentage interest in the Issuer or increase its equity percentage interest in the Issuer to 19.9% as set forth above then the Purchaser must provide the Issuer with written notice (the “Equity Financing Notice”) of its desire to participate in the Equity Financing and the extent of such participation within 10 days of the Purchaser’s receipt of the notice of the Equity Financing, failing which the Purchaser shall be deemed to have elected not to exercise its rights under this Subsection 4.1(c). If the Purchaser delivers the Equity Financing Notice as prescribed under this Subsection 4.1(c), then the Issuer and the Purchaser shall complete the subscription for the additional Equity Securities that are the subject of the Equity Financing Notice concurrently with the completion of the Equity Financing on substantially the same terms as purchasers under the Equity Financing. If the Purchaser elects, or is deemed to have elected (as described above), not to exercise its rights under this Subsection 4.1(c), then the Issuer may complete the Equity Financing, provided that such Equity Financing is upon the same terms and conditions as those set out in the notice of the Equity Financing provided to the Purchaser; and (d) if the Issuer wishes to enter into, or receives a bona fide offer from a third party that the Issuer wishes to accept for (i) a joint venture involving the Issuer’s interest in the Lxxxx Gold Project, (ii) a transaction involving the sale, transfer, option, lease or other disposition of all or any part of the Issuer’s interest in the Lxxxx Gold Project, or (iii) a transaction involving the sale, transfer, option or other disposition of the Issuer’s exclusive option (the “NRC Option”) to acquire the 40% interest in the Lxxxx Gold Project that it does not currently own pursuant to that certain option agreement dated March 13, 2013, as amended October 23, 2013, March 10, 2015 and March 23, 2015 (the “NRC Option Agreement”) between the Issuer and Nevada Royalty Corp. (“NRC”), the Purchaser shall have the right of first offer to enter into such transaction (each a “Proposed Transaction”) with the Issuer on the following terms: (i) the Issuer will notify the Purchaser of the Proposed Transaction and provide the Purchaser with the price and terms which the Issuer establishes or the terms of the offer from the third party that the Issuer wishes to accept, as the case may be, including any term sheet or equivalent document prepared by or delivered to the Issuer as part of the Proposed Transaction (collectively the “Transaction Notice”) and the Purchaser shall have the right of first offer (the “ROFO”) to enter into the Proposed Transaction; (ii) the Issuer shall not enter into any binding commitments relating to the Proposed Transaction other than with the Purchaser until the procedures set out in this subsection 4.1(d) have been complied with; (iii) the Purchaser must exercise the ROFO within 30 days following its receipt of the Transaction Notice by notifying the Issuer in writing that it will enter into the Proposed Transaction with the Issuer on the same terms and conditions, or substantially the same and no less favorable terms and conditions, as set out in the Transaction Notice, failing which the Purchaser shall be deemed to have elected not to exercise the ROFO; and (iv) if the Purchaser elects, or is deemed to have elected (as described above), not to exercise the ROFO, then the Issuer may enter into the Proposed Transaction with any other third party, provided that the Proposed Transaction is based on terms and conditions substantially similar and no less favorable to the Issuer as those set out in the Transaction Notice and the Issuer enters into a definitive agreement with such third party within 120 days after the Purchaser elects, or is deemed to have elected, not to exercise the ROFO, failing which the terms of this Subsection 4.1(d) shall again apply to any Proposed Transaction. 4.2 The Issuer covenants and agrees that: (a) it shall use the proceeds from the Combined Offering solely as follows: (i) a minimum of 75% of the proceeds of the Combined Offering shall be expended on the further exploration of the Lxxxx Gold Project, in consultation with and the approval of the Technical Committee, and in accordance with the preliminary exploration program and budget for the 2016 exploration season to be approved by the Purchaser as the condition to Closing set out in Subsection 10.5(i) below; and (ii) a maximum of 25% of the proceeds of the Combined Offering shall be used for general corporate and working capital purposes; and (b) it will not, for a period of six (6) months from the Closing Date, issue any additional Common Shares at a price less than $0.35 per Common Share or Convertible Securities with a conversion price or exercise price less than $0.35 per Common Share, other than Common Shares to be issued upon the conversion or exercise of Convertible Securities outstanding on the Effective Date. 4.3 The Issuer acknowledges and agrees that the Purchaser could be irreparably harmed if any provisions of Sections 4.1 or 4.2 are not fulfilled or met by the Issuer, and that any such harm may not be compensated reasonably or adequately in damages. The Issuer further acknowledges and agrees that the Purchaser shall be entitled to injunctive and other equitable relief to prevent or restrain breaches of such provisions or to enforce the terms and conditions thereof, by an action instituted in a court of competent jurisdiction in the Province of British Columbia, which remedy or remedies are in addition to any other remedy to which the Purchaser may be entitled at law or in equity, and the Issuer agrees to waive any requirement for the securing or posting of any bond or other security, in connection with any remedy as contemplated herein.

Additional Covenants of the Issuer. 4.1 Provided that the Purchaser beneficially owns not less than 7.5% of the issued and outstanding Common Shares of the 9.1 The Issuer (on an undiluted basis), the Issuer irrevocably covenants and agrees with the Purchaser that commencing as subject to compliance with Applicable Legislation and, if required, the acceptance of the Closing Time: (a) the Issuer shallCanadian Exchange, at the request of the Purchaser at any time, appoint one nominee designated by the Purchaser to the Board of the Issuer; (b) the Issuer shall, at the request of the Purchaser, form a technical committee (the “Technical Committee”) comprised of four (4) members to which the Purchaser shall be entitled to appoint two members. The Technical Committee shall have the power and authority toright (but not the obligation) to acquire, among other things, design, approve and carry out the budgets and exploration programs for the Lxxxx Gold Project to be funded out of the proceeds of the Combined Offering as contemplated in Subsection 4.2(a)(i) below. For greater certainty, following completion of the phase 1 and phase 2 exploration programs on the Lxxxx Gold Project contemplated in Subsection 10.5(i) below, future work programs by the Issuer on the Lxxxx Gold Project shall be determined by the Technical Committee on a collective pro rata basis, acting reasonably. All members of the Technical Committee shall be given reasonable access Common Shares or securities convertible into Common Shares (other than options granted pursuant to the Issuer's scientific and technical data, work plans and programs, permitting information and results of operations ’s stock incentive plan in effect from time to time including, but not limited to, reasonable access to the Issuer's technical personnel and supervised site visits to the Issuer's mineral properties. All members of the Technical Committee shall be given reasonable access to the Purchaser’s scientific and technical data, work plans and programs, permitting information and results of operations in respect of the Lxxxx Gold Project from time to time including, but not limited to, reasonable access to the Purchaser’s technical personnel who conduct geophysical or other exploration work in respect of the Issuer's mineral properties; (ctime) the Issuer grants the Purchaser the right in respect of any future private or public equity financing (each an “Equity Financing”), of Common Shares or Convertible Securities (collectively, the “Equity Securities”) undertaken by if at any time and for any reason (whether in respect of a private or public offering of securities or in connection with a corporate transaction or otherwise) the IssuerIssuer issues Equity Securities (each, including options granted or Common Shares issued pursuant to an “Equity Issuance”). In the Issuer’s stock option plan, provided that with respect to such optionsforegoing circumstances, the following Purchaser shall only be applicable upon the exercise of such options, or Common Shares issued upon the exercise of share purchase warrants outstanding as of the Effective Date, have the right (but not the obligation) to participate in any future Equity Financing acquire that number of Equity Securities undertaken by on the Issuer to same terms as the extent required to allow the Purchaser to either: (i) acquire applicable Equity Securities, on an up to pro rata basis, Issuance that would cause it to maintain its then the same percentage equity percentage interest in the Issuer (taking into account any Common Shares purchases by that it possesses immediately prior to the Purchaser in closing of the market from time to time) Equity Issuance such that the Purchaser does not suffer any equity dilution; or (ii) acquire . The Issuer hereby acknowledges that it shall not close any Equity Securities in such amount that would allow Issuance prior to providing the Purchaser with the opportunity to increase exercise its equity percentage interest rights, as such rights are described in the Issuer to a maximum of 19.9% of the then issued and outstanding Common Shares of the Issuer on a post-Equity Financing basisthis Section 9.1. For greater certainty, in the case of any Equity Financing comprised of the issuance of Common Shares pursuant to the exercise of stock options or share purchase warrants, the price of the Common Shares that may be purchased by the Purchaser pursuant to this Subsection 4.1(c) shall, subject to the acceptance of the TSXV, be the “Market Price” (as such term is defined under the policies of the TSXV) of the Common Shares at the time of the exercise of such options or warrants, less a discount of 10%. Upon the determination by the Issuer to proceed with an Equity Financing for Equity Securities, the Issuer shall immediately give notice of such Equity Financing to consult with (but not necessarily gain the Purchaser and provide the Purchaser with all terms and conditions of such Equity Financing known to the Issuer, including any term sheet or equivalent document to be utilized by the Issuer as part of the Equity Financing. If the Purchaser wishes to exercise its rights to participate in such Equity Financing pursuant to this Subsection 4.1(c) to maintain up to its then current equity percentage interest in the Issuer or increase its equity percentage interest in the Issuer to 19.9% as set forth above then the Purchaser must provide the Issuer with written notice (the “Equity Financing Notice”) of its desire to participate in the Equity Financing and the extent of such participation within 10 days of the Purchaser’s receipt of the notice of the Equity Financing, failing which the Purchaser shall be deemed to have elected not to exercise its rights under this Subsection 4.1(c). If the Purchaser delivers the Equity Financing Notice as prescribed under this Subsection 4.1(c), then the Issuer and the Purchaser shall complete the subscription for the additional Equity Securities that are the subject of the Equity Financing Notice concurrently with the completion of the Equity Financing on substantially the same terms as purchasers under the Equity Financing. If the Purchaser elects, or is deemed to have elected (as described above), not to exercise its rights under this Subsection 4.1(c), then the Issuer may complete the Equity Financing, provided that such Equity Financing is upon the same terms and conditions as those set out in the notice of the Equity Financing provided to the Purchaser; and (d) if the Issuer wishes to enter into, or receives a bona fide offer from a third party that the Issuer wishes to accept for (i) a joint venture involving the Issuer’s interest in the Lxxxx Gold Project, (ii) a transaction involving the sale, transfer, option, lease or other disposition of all or any part of the Issuer’s interest in the Lxxxx Gold Project, or (iii) a transaction involving the sale, transfer, option or other disposition of the Issuer’s exclusive option (the “NRC Option”) to acquire the 40% interest in the Lxxxx Gold Project that it does not currently own pursuant to that certain option agreement dated March 13, 2013, as amended October 23, 2013, March 10, 2015 and March 23, 2015 (the “NRC Option Agreement”) between the Issuer and Nevada Royalty Corp. (“NRC”), the Purchaser shall have the right of first offer to enter into such transaction (each a “Proposed Transaction”) with the Issuer on the following terms: (i) the Issuer will notify the Purchaser of the Proposed Transaction and provide the Purchaser with the price and terms which the Issuer establishes or the terms of the offer from the third party that the Issuer wishes to accept, as the case may be, including any term sheet or equivalent document prepared by or delivered to the Issuer as part of the Proposed Transaction (collectively the “Transaction Notice”) and the Purchaser shall have the right of first offer (the “ROFO”) to enter into the Proposed Transaction; (ii) the Issuer shall not enter into any binding commitments relating to the Proposed Transaction other than with the Purchaser until the procedures set out in this subsection 4.1(d) have been complied with; (iiiconsent of) the Purchaser must exercise the ROFO within 30 days following its receipt of the Transaction Notice by notifying the Issuer in writing that it will enter into the Proposed Transaction with the Issuer on the same terms and conditions, or substantially the same and no less favorable terms and conditions, as set out in the Transaction Notice, failing which the Purchaser shall be deemed prior to have elected not to exercise the ROFO; and (iv) if the Purchaser elects, or is deemed to have elected (as described above), not to exercise the ROFO, then the Issuer may enter into the Proposed Transaction with effecting any other third party, provided that the Proposed Transaction is based on terms and conditions substantially similar and no less favorable to the Issuer as those set out in the Transaction Notice and the Issuer enters into a definitive agreement with such third party within 120 days after the Purchaser elects, or is deemed to have elected, not to exercise the ROFO, failing which the terms of this Subsection 4.1(d) shall again apply to any Proposed TransactionEquity Issuance. 4.2 The Issuer covenants and agrees that: (a) it shall use the proceeds from the Combined Offering solely as follows: (i) a minimum of 75% of the proceeds of the Combined Offering shall be expended on the further exploration of the Lxxxx Gold Project, in consultation with and the approval of the Technical Committee, and in accordance with the preliminary exploration program and budget for the 2016 exploration season to be approved by the Purchaser as the condition to Closing set out in Subsection 10.5(i) below; and (ii) a maximum of 25% of the proceeds of the Combined Offering shall be used for general corporate and working capital purposes; and (b) it will not, for a period of six (6) months from the Closing Date, issue any additional Common Shares at a price less than $0.35 per Common Share or Convertible Securities with a conversion price or exercise price less than $0.35 per Common Share, other than Common Shares to be issued upon the conversion or exercise of Convertible Securities outstanding on the Effective Date. 4.3 9.2 The Issuer acknowledges and agrees that the Purchaser could would be irreparably harmed if any provisions term or condition of Sections 4.1 or 4.2 are Section 9.1 is not fulfilled or met by the Issuer, and that any such harm may not be compensated reasonably or adequately in damages. The Issuer further acknowledges and agrees that the Purchaser shall be entitled to injunctive and other equitable relief to prevent or restrain breaches of such provisions provision or to enforce the terms and conditions thereof, by an action instituted in a court of competent jurisdiction in the Province of British Columbia, which remedy or remedies are in addition to any other remedy to which the Purchaser may be entitled at law or in equity, and the Issuer agrees to waive any requirement for the securing or posting of any bond or other security, in connection with any remedy as contemplated herein.

Additional Covenants of the Issuer. 4.1 8.1 Provided that the Purchaser beneficially owns not less than 7.59.9% of the issued and outstanding Common Shares of the Issuer (on an undiluted basis), the Issuer covenants and agrees with the Purchaser that commencing as of the Closing Time:; (a) the Issuer shall, at the request of the Purchaser at any time, appoint one nominee designated by the Purchaser to the Board of the Issuer; (b) the Issuer shall, at the request of the Purchaser, form a technical committee (the “Technical Committee”) comprised of at least four (4) members to which the Purchaser shall be entitled to appoint two members. The Technical Committee shall have the power appoint, at its expense, one member and authority to, among other things, design, approve and carry out the budgets and exploration programs for the Lxxxx Gold Project to be funded out of the proceeds of the Combined Offering as contemplated in Subsection 4.2(a)(i) below. For greater certainty, following completion of the phase 1 and phase 2 exploration programs on the Lxxxx Gold Project contemplated in Subsection 10.5(i) below, future work programs by the Issuer on the Lxxxx Gold Project shall be determined by the Technical Committee on a collective basis, acting reasonably. All all members of the Technical Committee shall be given reasonable access to the Issuer's scientific and technical data, work plans and programs, permitting information and results of operations from time to time including, but not limited to, reasonable access to the Issuer's technical personnel and supervised site visits to the Issuer's mineral properties. All members of the Technical Committee , provided that such access shall be given reasonable access conditional upon the Purchaser and each such member entering into an agreement with the Issuer to protect and safeguard the confidential and proprietary nature of such data and information in form and substance satisfactory to the Purchaser’s scientific and technical data, work plans and programs, permitting information and results of operations in respect of the Lxxxx Gold Project from time to time including, but not limited to, reasonable access to the Purchaser’s technical personnel who conduct geophysical or other exploration work in respect of the Issuer's mineral propertiesIssuer acting reasonably; (cb) subject to compliance with Applicable Legislation and, if required, the acceptance of the TSXV and NYSE MKT, the Issuer hereby grants the Purchaser the right following rights in respect of any future private or public equity financing (each an “Equity Financing”), of Common Shares or Convertible Securities (collectively, the “Equity Securities”) undertaken by the Issuer, including but excluding options granted or Common Shares issued pursuant to the Issuer’s stock option plan, provided that with respect to such options, the following shall only be applicable upon the exercise of such options, plan or Common Shares issued upon the exercise of share purchase warrants outstanding as of the Effective Date: (i) the right (but not the obligation) to participate, on a pro rata basis, in any future Equity Financing of Equity Securities undertaken by the Issuer to the extent required to allow the Purchaser to maintain the same equity ownership interest in the Issuer that it possessed immediately prior to closing of the Equity Financing such that the Purchaser does not suffer any equity dilution; and (ii) following a standstill period of 120 days after Closing (the “Standstill Period”), the right (but not the obligation) to participate in any future Equity Financing of Equity Securities undertaken by the Issuer to the extent required to allow the Purchaser to either: (i) acquire Equity Securities, on an up to pro rata basis, to maintain its then equity percentage interest in the Issuer (taking into account any Common Shares purchases by the Purchaser in the market from time to time) such that the Purchaser does not suffer any equity dilution; or (ii) acquire Equity Securities in such amount that would allow the Purchaser to increase its equity percentage ownership interest in the Issuer to a maximum of 19.9% of the then issued and outstanding Common Shares of the Issuer on a post-immediately following the closing of such Equity Financing basis. For greater certainty(assuming the conversion, in the case of any Equity Financing comprised of the issuance of Common Shares pursuant to the exchange or exercise of stock options all Convertible Securities then beneficially owned or share purchase warrants, the price of the Common Shares that may be purchased held by the Purchaser pursuant to this Subsection 4.1(c) shall, subject to the acceptance of the TSXV, be the “Market Price” (as such term is defined under the policies of the TSXV) of the Common Shares at the time of the exercise of such options or warrants, less a discount of 10%. Purchaser); Upon the determination by the Issuer to proceed with an Equity Financing for Equity Securities, the Issuer shall immediately give notice of such Equity Financing to the Purchaser and provide the Purchaser with all terms and conditions of such Equity Financing known to the Issuer, including any term sheet or equivalent document to be utilized by the Issuer as part of the Equity Financing. If the Purchaser wishes to exercise its rights to participate in such Equity Financing pursuant to this Subsection 4.1(cSubsections 8.1(b)(i) or (ii) to either maintain up to its then current equity percentage interest position in the Issuer or increase its equity percentage interest position in the Issuer to 19.9% as set forth above %, then the Purchaser must provide the Issuer with written notice (the “Equity Financing Notice”) of its desire to participate in the Equity Financing and to the extent of such participation within 10 7 days of the Purchaser’s receipt of the notice of the Equity Financing, failing which the Purchaser shall be deemed to have elected not to exercise its rights under this Subsection 4.1(c8.1(b). If the Purchaser delivers the Equity Financing Notice as prescribed under this Subsection 4.1(c8.1(b), then the Issuer and the Purchaser shall complete the subscription for the additional Equity Securities that are the subject of the Equity Financing Notice concurrently with the completion of the Equity Financing on substantially the same terms as purchasers under the Equity Financing. If the Purchaser elects, or is deemed to have elected (as described above), not to exercise its rights under this Subsection 4.1(c8.1(b), then the Issuer may complete the Equity Financing, provided that such Equity Financing is upon the same terms and conditions as those set out in the notice of the Equity Financing provided to the Purchaser; and; (c) upon expiry of the Standstill Period, the Issuer hereby agrees that the standstill provision contained in subparagraph 10(b) of the Confidentiality Agreement shall be deemed to have been waived by the Issuer to the extent required to permit the Purchaser to acquire, in the market from time to time, up to 19.9% of the then issued and outstanding Common Shares of the Issuer (assuming the conversion, exchange or exercise of all Convertible Securities then beneficially owned or held by the Purchaser); (d) if the Issuer wishes to enter into, or receives a bona fide offer (a “Non-Equity Financing Offer”) from a third party that to provide the Issuer with any non-equity financing (a “Non-Equity Financing”) including, but not limited to, debt financing or a royalty or stream for the purpose of funding the future exploration or development of any of the Issuer's assets and the Issuer wishes to accept for (i) a joint venture involving the Issuer’s interest in the Lxxxx Gold Projectsuch Non-Equity Financing Offer, (ii) a transaction involving the sale, transfer, option, lease or other disposition of all or any part of the Issuer’s interest in the Lxxxx Gold Project, or (iii) a transaction involving the sale, transfer, option or other disposition of the Issuer’s exclusive option (the “NRC Option”) to acquire the 40% interest in the Lxxxx Gold Project that it does not currently own pursuant to that certain option agreement dated March 13, 2013, as amended October 23, 2013, March 10, 2015 and March 23, 2015 (the “NRC Option Agreement”) between the Issuer and Nevada Royalty Corp. (“NRC”), then the Purchaser shall have the right of first offer to enter into such transaction (each a “Proposed Transaction”) with the Issuer on the following terms: (i) the Issuer will notify the Purchaser of the Proposed Transaction and provide the Purchaser with the price and terms which the Issuer establishes or the terms of the offer from the third party that the Issuer wishes to accept, as the case may be, including any term sheet or equivalent document prepared by or delivered to the Issuer as part of the Proposed Transaction (collectively the “Transaction Notice”) and the Purchaser shall have the right of first offer option (the “ROFONon-Equity Financing Option”) to enter into the Proposed Transaction; (ii) provide such Non-Equity Financing and the Issuer shall not enter into any binding commitments relating with respect to the Proposed Transaction other than with the Purchaser such Non-Equity Financing until the procedures set out in this subsection 4.1(dSubsection 8.1(d) have been complied with; (iii) the Purchaser must exercise the ROFO within 30 days following its . Upon receipt of the Transaction Notice by notifying Non-Equity Financing Offer, the Issuer in writing that it will enter into shall immediately give notice of such Non-Equity Financing Offer to the Proposed Transaction Purchaser and provide the Purchaser with all the terms and conditions thereof, including any term sheet or equivalent document delivered to the Issuer as part of such Non-Equity Financing Offer. If the Purchaser wishes to exercise the Non-Equity Financing Option to provide the Non-Equity Financing to the Issuer on the same terms and conditions, or substantially the same and no less favorable terms and conditionsconditions to the Issuer as the Non-Equity Financing Offer, as set out in then the Transaction Purchaser must provide the Issuer with written notice (the “Non-Equity Financing Notice”) of its desire to exercise the Non-Equity Financing Option within 14 days of the Purchaser’s receipt of the Non-Equity Financing Offer, failing which the Purchaser shall be deemed to have elected not to exercise the ROFO; and Non-Equity Financing Option. If the Purchaser delivers the Non-Equity Financing Notice as prescribed under this Subsection 8.1(d), then the Purchaser shall have 15 days after delivery thereof to present the Issuer with a fully committed and credit approved offer of finance for the Non-Equity Financing (ivthe “Purchaser Term Sheet”) if upon terms and conditions substantially similar and no less favorable to the Issuer to those as set out in the Non-Equity Financing Offer. If the Purchaser is unable to provide the Issuer with a Purchaser Term Sheet within the 15 day period contemplated in this subsection, then the Purchaser shall be deemed to have elected not to exercise the Non-Equity Financing Option. If the Purchaser elects, or is deemed to have elected (as described above), not to exercise the ROFONon-Equity Financing Option, then the Issuer may enter into the Proposed Transaction a Non-Equity Financing with any other lender, financial institution or other third party, provided that the Proposed Transaction such Non-Equity Financing is based on terms and conditions substantially similar and no less favorable to the Issuer as those set out in the Transaction Notice Non-Equity Financing Offer and the Issuer enters into a definitive agreement with funds to be advanced pursuant to such third party Non-Equity Financing are advanced, in whole or in part, within 120 ninety (90) days after the Purchaser elects, or is deemed to have elected, not to exercise the ROFONon-Equity Financing Option; and (e) if the Issuer receives a bona fide offer from a third party (a “Tolling Offer”) relating to a tolling arrangement associated with the treatment of gold bearing ore resulting from the operation of any of the Issuer's assets (a “Tolling Arrangement”) and the Issuer wishes to accept such Tolling Offer, then the Purchaser shall have the option (the “Tolling Option”) to provide such Tolling Arrangement and the Issuer shall not enter into any binding commitments relating to such Tolling Arrangement until the procedures set out in this Subsection 8.1(e) have been complied with. Upon receipt of the Tolling Offer, the Issuer shall immediately give notice of such Tolling Offer to the Purchaser and provide the Purchaser with all the terms and conditions of such Tolling Offer, including any term sheet or equivalent document delivered to the Issuer as part of the Tolling Offer. If the Purchaser wishes to exercise the Tolling Option to provide the Tolling Arrangement to the Issuer on substantially the same and no less favorable terms and conditions to the Issuer as the Tolling Offer, then the Purchaser must provide the Issuer with written notice (the “Tolling Notice”) of its desire to exercise the Tolling Option within 14 days of the Purchaser’s receipt of the Tolling Offer, failing which the terms of Purchaser shall be deemed to have elected not to exercise the Tolling Option. If the Purchaser delivers the Tolling Notice as prescribed under this Subsection 4.1(d8.1(e), then the Purchaser shall have 30 days after delivery thereof to present the Issuer with a definitive agreement (the “Purchaser Tolling Agreement”) for the Tolling Arrangement upon terms and conditions substantially similar and no less favorable to the Issuer as those set out in the Tolling Offer. If the Purchaser is unable to provide the Issuer with the Purchaser Tolling Agreement within the 30 day period contemplated in this subsection, then the Purchaser shall again apply be deemed to have elected not to exercise the Tolling Option. If the Purchaser elects, or is deemed to have elected (as described above), not to exercise the Tolling Option, then the Issuer may enter into the Tolling Arrangement with the third party who made the Tolling Offer or any Proposed Transactionother party, provided that such Tolling Arrangement is based on terms and conditions substantially similar and no less favorable to the Issuer as those set out in the Tolling Offer and the Issuer enters into a definitive tolling agreement with such party within 60 days after the Purchaser elects, or is deemed to have elected, not to exercise the Tolling Option. 4.2 8.2 Notwithstanding the foregoing, all of the rights and options granted by the Issuer to the Purchaser in Section 8.1 shall automatically terminate and be or no further force or effect in the event of a Change of Control of the Issuer. 8.3 The Issuer covenants and agrees that: (a) that it shall use the net proceeds from the Combined Offering solely as follows: Subscription Funds, after deduction of applicable agent's commissions and/or finder's fees (i) a minimum of 75not to exceed 5% of the proceeds Subscription Funds) and costs of the Combined Offering shall be expended on the further exploration of the Lxxxx Gold Projectissue, in consultation with and the approval of the Technical Committee, and substantially in accordance with the preliminary following percentages: To fund further exploration program and budget for the 2016 exploration season to be approved by the Purchaser as the condition to Closing set out in Subsection 10.5(i) below; and (ii) a maximum of 25% drilling of the proceeds of the Combined Offering shall be used for Issuer's Pinion and Dark Star deposits and general corporate and working capital purposes; and (b) it will notpurposes 75% To fund exploration of the Issuer’s other mineral targets, for a period of six (6) months from including the Closing DateNorth Bullion, issue any additional Common Shares at a price less than $0.35 per Common Share or Convertible Securities with a conversion price or exercise price less than $0.35 per Common ShareSkarn and Bald Mountain deposits, other than Common Shares to be issued upon confirmed in consultation with the conversion or exercise of Convertible Securities outstanding on the Effective Date.Technical Committee to be formed hereunder 25% Total 100% 4.3 8.4 The Issuer acknowledges and agrees that the Purchaser could be irreparably harmed if any provisions of Sections 4.1 or 4.2 8.1 and 8.3 are not fulfilled or met by the Issuer, and that any such harm may not be compensated reasonably or adequately in damages. The Issuer further acknowledges and agrees that the Purchaser shall may be entitled to injunctive and other equitable relief to prevent or restrain breaches of such provisions or to enforce the terms and conditions thereof, by an action instituted in a court of competent jurisdiction in the Province of British Columbia, which remedy or remedies are in addition to any other remedy to which the Purchaser may be entitled at law or in equity, and the Issuer agrees to waive any requirement for the securing or posting of any bond or other security, in connection with any remedy as contemplated herein.

Additional Covenants of the Issuer. 4.1 Provided that the Purchaser beneficially owns not less than 7.5% of the issued and outstanding Common Shares of the Issuer (on an undiluted basis), the Issuer covenants and agrees with the Purchaser that commencing as of the Closing Time: (a) the Issuer shall, at the request of the Purchaser at any time, appoint one nominee designated by the Purchaser to the Board of the Issuer; (b) the Issuer shall, at the request of the Purchaser, form a technical committee (the “Technical Committee”) comprised of four (4) members to which the Purchaser shall be entitled to appoint two members. The Technical Committee shall have the power and authority to, among other things, design, approve and carry out the budgets and exploration programs for the Lxxxx Xxxxx Gold Project to be funded out of the proceeds of the Combined Offering as contemplated in Subsection 4.2(a)(i) below. For greater certainty, following completion of the phase 1 and phase 2 exploration programs on the Lxxxx Xxxxx Gold Project contemplated in Subsection 10.5(i) below, future work programs by the Issuer on the Lxxxx Xxxxx Gold Project shall be determined by the Technical Committee on a collective basis, acting reasonably. All members of the Technical Committee shall be given reasonable access to the Issuer's scientific and technical data, work plans and programs, permitting information and results of operations from time to time including, but not limited to, reasonable access to the Issuer's technical personnel and supervised site visits to the Issuer's mineral properties. All members of the Technical Committee shall be given reasonable access to the Purchaser’s scientific and technical data, work plans and programs, permitting information and results of operations in respect of the Lxxxx Xxxxx Gold Project from time to time including, but not limited to, reasonable access to the Purchaser’s technical personnel who conduct geophysical or other exploration work in respect of the Issuer's mineral properties; (c) the Issuer grants the Purchaser the right in respect of any future private or public equity financing (each an “Equity Financing”), of Common Shares or Convertible Securities Securities/ (d) (collectively, the “Equity Securities”) undertaken by the Issuer, including options granted or Common Shares issued pursuant to the Issuer’s stock option plan, provided that with respect to such options, the following shall only be applicable upon the exercise of such options, or Common Shares issued upon the exercise of share purchase warrants outstanding as of the Effective Date, the right (but not the obligation) to participate in any future Equity Financing of Equity Securities undertaken by the Issuer to the extent required to allow the Purchaser to either: (i) acquire Equity Securities, on an up to pro rata basis, to maintain its then equity percentage interest in the Issuer (taking into account any Common Shares purchases by the Purchaser in the market from time to time) such that the Purchaser does not suffer any equity dilution; or (ii) acquire Equity Securities in such amount that would allow the Purchaser to increase its equity percentage interest in the Issuer to a maximum of 19.9% of the then issued and outstanding Common Shares of the Issuer on a post-Equity Financing basis. For greater certainty, in the case of any Equity Financing comprised of the issuance of Common Shares pursuant to the exercise of stock options or share purchase warrants, the price of the Common Shares that may be purchased by the Purchaser pursuant to this Subsection 4.1(c) shall, subject to the acceptance of the TSXV, be the “Market Price” (as such term is defined under the policies of the TSXV) of the Common Shares at the time of the exercise of such options or warrants, less a discount of 10%. Upon the determination by the Issuer to proceed with an Equity Financing for Equity Securities, the Issuer shall immediately give notice of such Equity Financing to the Purchaser and provide the Purchaser with all terms and conditions of such Equity Financing known to the Issuer, including any term sheet or equivalent document to be utilized by the Issuer as part of the Equity Financing. If the Purchaser wishes to exercise its rights to participate in such Equity Financing pursuant to this Subsection 4.1(c) to maintain up to its then current equity percentage interest in the Issuer or increase its equity percentage interest in the Issuer to 19.9% as set forth above then the Purchaser must provide the Issuer with written notice (the “Equity Financing Notice”) of its desire to participate in the Equity Financing and the extent of such participation within 10 days of the Purchaser’s receipt of the notice of the Equity Financing, failing which the Purchaser shall be deemed to have elected not to exercise its rights under this Subsection 4.1(c). If the Purchaser delivers the Equity Financing Notice as prescribed under this Subsection 4.1(c), then the Issuer and the Purchaser shall complete the subscription for the additional Equity Securities that are the subject of the Equity Financing Notice concurrently with the completion of the Equity Financing on substantially the same terms as purchasers under the Equity Financing. If the Purchaser elects, or is deemed to have elected (as described above), not to exercise its rights under this Subsection 4.1(c), then the Issuer may complete the Equity Financing, provided that such Equity Financing is upon the same terms and conditions as those set out in the notice of the Equity Financing provided to the Purchaser; and (de) if the Issuer wishes to enter into, or receives a bona fide offer from a third party that the Issuer wishes to accept for (i) a joint venture involving the Issuer’s interest in the Lxxxx Xxxxx Gold Project, (ii) a transaction involving the sale, transfer, option, lease or other disposition of all or any part of the Issuer’s interest in the Lxxxx Xxxxx Gold Project, or (iii) a transaction involving the sale, transfer, option or other disposition of the Issuer’s exclusive option (the “NRC NRC (f) Option”) to acquire the 40% interest in the Lxxxx Xxxxx Gold Project that it does not currently own pursuant to that certain option agreement dated March 13, 2013, as amended October 23, 2013, March 10, 2015 and March 23, 2015 (the “NRC Option Agreement”) between the Issuer and Nevada Royalty Corp. (“NRC”), the Purchaser shall have the right of first offer to enter into such transaction (each a “Proposed Transaction”) with the Issuer on the following terms: (i) the Issuer will notify the Purchaser of the Proposed Transaction and provide the Purchaser with the price and terms which the Issuer establishes or the terms of the offer from the third party that the Issuer wishes to accept, as the case may be, including any term sheet or equivalent document prepared by or delivered to the Issuer as part of the Proposed Transaction (collectively the “Transaction Notice”) and the Purchaser shall have the right of first offer (the “ROFO”) to enter into the Proposed Transaction; (ii) the Issuer shall not enter into any binding commitments relating to the Proposed Transaction other than with the Purchaser until the procedures set out in this subsection 4.1(d) have been complied with; (iii) the Purchaser must exercise the ROFO within 30 days following its receipt of the Transaction Notice by notifying the Issuer in writing that it will enter into the Proposed Transaction with the Issuer on the same terms and conditions, or substantially the same and no less favorable terms and conditions, as set out in the Transaction Notice, failing which the Purchaser shall be deemed to have elected not to exercise the ROFO; and (iv) if the Purchaser elects, or is deemed to have elected (as described above), not to exercise the ROFO, then the Issuer may enter into the Proposed Transaction with any other third party, provided that the Proposed Transaction is based on terms and conditions substantially similar and no less favorable to the Issuer as those set out in the Transaction Notice and the Issuer enters into a definitive agreement with such third party within 120 days after the Purchaser elects, or is deemed to have elected, not to exercise the ROFO, failing which the terms of this Subsection 4.1(d) shall again apply to any Proposed Transaction. 4.2 The Issuer covenants and agrees that: (a) it shall use the proceeds from the Combined Offering solely as follows: (i) a minimum of 75% of the proceeds of the Combined Offering shall be expended on the further exploration of the Lxxxx Xxxxx Gold Project, in consultation with and the approval of the Technical Committee, and in accordance with the preliminary exploration program and budget for the 2016 exploration season to be approved by the Purchaser as the condition to Closing set out in Subsection 10.5(i) below; and (ii) a maximum of 25% of the proceeds of the Combined Offering shall be used for general corporate and working capital purposes; and (b) it will not, for a period of six (6) months from the Closing Date, issue any additional Common Shares at a price less than $0.35 per Common Share or Convertible Securities with a conversion price or exercise price less than $0.35 per Common Share, other than Common Shares to be issued upon the conversion or exercise of Convertible Securities outstanding on the Effective Date. 4.3 The Issuer acknowledges and agrees that the Purchaser could be irreparably harmed if any provisions of Sections 4.1 or 4.2 are not fulfilled or met by the Issuer, and that any such harm may not be compensated reasonably or adequately in damages. The Issuer further acknowledges and agrees that the Purchaser shall be entitled to injunctive and other equitable relief to prevent or restrain breaches of such provisions or to enforce the terms and conditions thereof, by an action instituted in a court of competent jurisdiction in the Province of British Columbia, which remedy or remedies are in addition to any other remedy to which the Purchaser may be entitled at law or in equity, and the Issuer agrees to waive any requirement for the securing or posting of any bond or other security, in connection with any remedy as contemplated herein.

Additional Covenants of the Issuer. 4.1 Provided that For so long as this Agreement has not been validly terminated in accordance with the Purchaser beneficially owns not less than 7.5% terms herein, and subject to the terms and conditions of the issued and outstanding Common Shares of the Issuer (on an undiluted basis)this Agreement, the Issuer covenants and agrees with the Purchaser that commencing as of the Closing Timeshall: (a) not, directly or indirectly (including through its representatives and advisors), take any action (including filing any motion, notice or document) that is in any respect contrary to or inconsistent with this Agreement, the Issuer shallScheme or any Definitive Restructuring Document, at the request or that would be reasonably expected to materially delay consummation of the Purchaser at any timeRestructuring or the transactions contemplated by this Agreement, appoint one nominee designated by the Purchaser to the Board of the IssuerScheme or Definitive Restructuring Documents; (b) the Issuer shallnot, at the request of the Purchaserdirectly or indirectly (including through its representatives and advisors), form a technical committee (the “Technical Committee”) comprised of four (4) members to which the Purchaser shall be entitled to appoint two members. The Technical Committee shall have the power and authority seek, solicit, encourage or negotiate or engage in any discussions or other communications relating to, among other things, design, approve and carry out the budgets and exploration programs for the Lxxxx Gold Project or enter into any agreements or arrangements relating to be funded out of the proceeds of the Combined Offering as contemplated in Subsection 4.2(a)(i) below. For greater certainty, following completion of the phase 1 and phase 2 exploration programs on the Lxxxx Gold Project contemplated in Subsection 10.5(i) below, future work programs by the Issuer on the Lxxxx Gold Project shall be determined by the Technical Committee on a collective basis, acting reasonably. All members of the Technical Committee shall be given reasonable access to the Issuer's scientific and technical data, work plans and programs, permitting information and results of operations from time to time including, but not limited to, reasonable access to the Issuer's technical personnel and supervised site visits to the Issuer's mineral properties. All members of the Technical Committee shall be given reasonable access to the Purchaser’s scientific and technical data, work plans and programs, permitting information and results of operations in respect of the Lxxxx Gold Project from time to time including, but not limited to, reasonable access to the Purchaser’s technical personnel who conduct geophysical or other exploration work in respect of the Issuer's mineral propertiesany Alternative Transaction; (c) the Issuer grants the Purchaser the right in respect of any future private (i) support and take all reasonable actions necessary or public equity financing (each an “Equity Financing”), of Common Shares or Convertible Securities (collectively, the “Equity Securities”) undertaken reasonably requested by the IssuerSupporting Parties to facilitate the solicitation, including options granted confirmation, and consummation of the Restructuring the transactions contemplated thereby, and (ii) not take any action directly or Common Shares issued pursuant to the Issuer’s stock option plan, provided indirectly that with respect to such options, the following shall only be applicable upon the exercise of such optionsis inconsistent with, or Common Shares issued upon that would reasonably be expected to prevent, interfere with, delay or impede the exercise of share purchase warrants outstanding as consummation of the Effective Date, the right Restructuring; (but not the obligationd) to participate in any future Equity Financing of Equity Securities undertaken by the Issuer to the extent required to allow the Purchaser to either: (i) acquire Equity Securities, on an up to pro rata basis, to maintain its then equity percentage interest in the Issuer (taking into account any Common Shares purchases by the Purchaser in the market from time to time) such that the Purchaser does not suffer any equity dilution; or (ii) acquire Equity Securities in such amount legal or structural impediments arise that would allow prevent, hinder, or delay the Purchaser to increase its equity percentage interest in the Issuer to a maximum of 19.9% consummation of the then issued and outstanding Common Shares of the Issuer on a post-Equity Financing basis. For greater certainty, in the case of any Equity Financing comprised of the issuance of Common Shares pursuant to the exercise of stock options or share purchase warrantstransactions contemplated by this Agreement, the price of the Common Shares that may be purchased by the Purchaser pursuant Term Sheet or Definitive Restructuring Documents, negotiate in good faith appropriate additional or alternative provisions to this Subsection 4.1(c) shall, subject to the acceptance of the TSXV, be the “Market Price” (as address any such term is defined under the policies of the TSXV) of the Common Shares at the time of the exercise of such options or warrants, less a discount of 10%. Upon the determination by the Issuer to proceed with an Equity Financing for Equity Securities, the Issuer shall immediately give notice of such Equity Financing to the Purchaser and provide the Purchaser with all terms and conditions of such Equity Financing known to the Issuer, including any term sheet or equivalent document to be utilized by the Issuer as part of the Equity Financing. If the Purchaser wishes to exercise its rights to participate in such Equity Financing pursuant to this Subsection 4.1(c) to maintain up to its then current equity percentage interest in the Issuer or increase its equity percentage interest in the Issuer to 19.9% as set forth above then the Purchaser must provide the Issuer with written notice (the “Equity Financing Notice”) of its desire to participate in the Equity Financing and the extent of such participation within 10 days of the Purchaser’s receipt of the notice of the Equity Financing, failing which the Purchaser shall be deemed to have elected not to exercise its rights under this Subsection 4.1(c). If the Purchaser delivers the Equity Financing Notice as prescribed under this Subsection 4.1(c), then the Issuer and the Purchaser shall complete the subscription for the additional Equity Securities that are the subject of the Equity Financing Notice concurrently with the completion of the Equity Financing on substantially the same terms as purchasers under the Equity Financing. If the Purchaser elects, or is deemed to have elected (as described above), not to exercise its rights under this Subsection 4.1(c), then the Issuer may complete the Equity Financing, impediments; provided that such Equity Financing is upon alternative does not alter, in any material respect, the same terms substance and conditions as those set out in the notice economics of the Equity Financing Restructuring or the transactions contemplated by this Agreement, the Term Sheet or Definitive Restructuring Documents; (e) maintain their good standing under the laws of the Cayman Islands; (f) when directed by the Consenting Noteholders, file its Chapter 15 Filing; provided to the PurchaserConsenting Noteholders; and (dg) if not replace any members of the Issuer wishes to enter into, or receives a bona fide offer from a third party that the Issuer wishes to accept for (i) a joint venture involving the Issuer’s interest in the Lxxxx Gold Project, (ii) a transaction involving the sale, transfer, option, lease or other disposition board of all or any part directors of the Issuer’s interest in the Lxxxx Gold Project, or (iii) a transaction involving the sale, transfer, option or other disposition of the Issuer’s exclusive option (the “NRC Option”) to acquire the 40% interest in the Lxxxx Gold Project that it does not currently own pursuant to that certain option agreement dated March 13, 2013, as amended October 23, 2013, March 10, 2015 and March 23, 2015 (the “NRC Option Agreement”) between the Issuer and Nevada Royalty Corp. (“NRC”), the Purchaser shall have the right of first offer to enter into such transaction (each a “Proposed Transaction”) with the Issuer on the following terms: (i) the Issuer will notify the Purchaser of the Proposed Transaction and provide the Purchaser with the price and terms which the Issuer establishes or the terms of the offer from the third party that the Issuer wishes to accept, as the case may be, including any term sheet or equivalent document prepared by or delivered to the Issuer as part of the Proposed Transaction (collectively the “Transaction Notice”) and the Purchaser shall have the right of first offer (the “ROFO”) to enter into the Proposed Transaction; (ii) the Issuer shall not enter into any binding commitments relating to the Proposed Transaction other than with the Purchaser until the procedures set out in this subsection 4.1(d) have been complied with; (iii) the Purchaser must exercise the ROFO within 30 days following its receipt of the Transaction Notice by notifying the Issuer in writing that it will enter into the Proposed Transaction with the Issuer on the same terms and conditions, or substantially the same and no less favorable terms and conditions, as set out in the Transaction Notice, failing which the Purchaser shall be deemed to have elected not to exercise the ROFO; and (iv) if the Purchaser elects, or is deemed to have elected (as described above), not to exercise the ROFO, then the Issuer may enter into the Proposed Transaction with any other third party, provided that the Proposed Transaction is based on terms and conditions substantially similar and no less favorable to the Issuer as those set out in the Transaction Notice and the Issuer enters into a definitive agreement with such third party within 120 days after the Purchaser elects, or is deemed to have elected, not to exercise the ROFO, failing which the terms of this Subsection 4.1(d) shall again apply to any Proposed Transaction. 4.2 The Issuer covenants and agrees that: (a) it shall use the proceeds from the Combined Offering solely as follows: (i) a minimum of 75% of the proceeds of the Combined Offering shall be expended on the further exploration of the Lxxxx Gold Project, in consultation with and the approval of the Technical Committee, and in accordance with the preliminary exploration program and budget for the 2016 exploration season to be approved by the Purchaser as the condition to Closing set out in Subsection 10.5(i) below; and (ii) a maximum of 25% of the proceeds of the Combined Offering shall be used for general corporate and working capital purposes; and (b) it will not, for a period of six (6) months from the Closing Date, issue any additional Common Shares at a price less than $0.35 per Common Share or Convertible Securities with a conversion price or exercise price less than $0.35 per Common Share, other than Common Shares to be issued upon the conversion or exercise of Convertible Securities outstanding on the Effective Date. 4.3 The Issuer acknowledges and agrees that the Purchaser could be irreparably harmed if any provisions of Sections 4.1 or 4.2 are not fulfilled or met by the Issuer, and that any such harm may not be compensated reasonably or adequately in damages. The Issuer further acknowledges and agrees that the Purchaser shall be entitled to injunctive and other equitable relief to prevent or restrain breaches of such provisions or to enforce the terms and conditions thereof, by an action instituted in a court of competent jurisdiction in the Province of British Columbia, which remedy or remedies are in addition to any other remedy to which the Purchaser may be entitled at law or in equity, and the Issuer agrees to waive any requirement for the securing or posting of any bond or other security, in connection with any remedy as contemplated herein.

Additional Covenants of the Issuer. 4.1 Provided that From and after the Purchaser beneficially owns not less than 7.5% of the issued and outstanding Common Shares of the Issuer (on an undiluted basis)date hereof, the Issuer covenants and agrees shall provide the Shareholder with regular exploration reports updating the Purchaser that commencing as of the Closing Time: (a) the Issuer shall, at the request of the Purchaser at any time, appoint one nominee designated by the Purchaser to the Board status of the Issuer; (b) the Issuer shall’s work programs on its Wholly-Owned Projects including, at the request of the Purchaser, form a technical committee (the “Technical Committee”) comprised of four (4) members to which the Purchaser shall be entitled to appoint two members. The Technical Committee shall have the power and authority but not limited to, among other things, design, approve and carry out the budgets and exploration programs for the Lxxxx Gold Project to be funded out of the proceeds of the Combined Offering as contemplated in Subsection 4.2(a)(i) below. For greater certainty, following completion of the phase 1 and phase 2 exploration programs on the Lxxxx Gold Project contemplated in Subsection 10.5(i) below, future work programs by the Issuer on the Lxxxx Gold Project shall be determined by the Technical Committee on a collective basis, acting reasonably. All members of the Technical Committee shall be given reasonable access to the Issuer’s scientific and technical data, work plans and programs, permitting information and results of operations. The Issuer shall not be obligated to provide a monthly exploration report if one has not been prepared for internal use, however, an exploration report shall be provided at least quarterly. Upon the request of the Shareholder, within 10 days following the delivery of each quarterly report, a follow-up telephone conference or meeting with the Issuer's technical personnel to review the report and the contents thereof, provided that the Shareholder shall hold all quarterly reports including, but not limited to, all scientific and technical data, work plans and programs, permitting information and results of operations from time forming part thereof in the strictest confidence and shall protect and safeguard the confidential and proprietary nature thereof exercising the same degree of care that the Shareholder exercises over its own Confidential Information. 4.2 Subject to time includingSections 4.3 to 4.6 inclusive below and compliance with Applicable Legislation and, but not limited toif required, reasonable access to the Issuer's technical personnel and supervised site visits to the Issuer's mineral properties. All members acceptance of the Technical Committee TSXV, from and after the date hereof the Shareholder shall be given reasonable access to have the Purchaser’s scientific and technical data, work plans and programs, permitting information and results of operations in respect of the Lxxxx Gold Project from time to time including, but not limited to, reasonable access to the Purchaser’s technical personnel who conduct geophysical or other exploration work in respect of the Issuer's mineral properties; (c) the Issuer grants the Purchaser the right following rights in respect of any future private or public equity financing for cash (each an “Equity Financing”), of Common Shares or Convertible Securities (collectively, the “Equity Securities”) undertaken by the Issuer, including but excluding options granted or Common Shares issued pursuant to the Issuer’s stock option plan, provided that with respect to such options, the following shall only be applicable upon the exercise of such options, plan or Common Shares issued upon the exercise of share purchase warrants outstanding as warrants: (a) the right (but not the obligation) to participate, on a pro rata basis, in any future Equity Financing of Equity Securities undertaken by the Issuer to the extent required to allow the Shareholder to maintain the same equity ownership interest in the Issuer that it possessed immediately prior to announcement of the Effective Date, Equity Financing such that the Shareholder does not suffer any equity dilution; and (b) the right (but not the obligation) to participate in any future Equity Financing of Equity Securities undertaken by the Issuer (a “Subsequent Financing”) to the extent required to allow the Purchaser to either: (i) acquire Equity Securities, on an up to pro rata basis, Shareholder to maintain its then equity percentage interest in or increase, as the Issuer (taking into account any Common Shares purchases by the Purchaser in the market from time to time) such that the Purchaser does not suffer any equity dilution; or (ii) acquire Equity Securities in such amount that would allow the Purchaser to increase circumstances require, its equity percentage ownership interest in the Issuer to a maximum of 19.919.99% of the then issued and outstanding Common Shares of the Issuer (on a postpartially-Equity Financing diluted basis. ) immediately following the closing of such Subsequent Financing. 4.3 For greater certainty, the purposes of calculating the Shareholder’s subscription entitlement in the case of any Equity Financing comprised or Subsequent Financing of Equity Securities pursuant to 4.2(a) or 4.2(b), respectively, the issuance of Issuer and the Shareholder acknowledge and agree that such calculation shall be determined with reference to and shall include all Common Shares to be acquired by subscribers in such Equity Financing or Subsequent Financing including any subscriptions or purchases pursuant to the exercise of stock options a third party’s pro rata or share purchase warrants, the price of the Common Shares that may be purchased by the Purchaser pursuant to this Subsection 4.1(c) shall, subject to the acceptance of the TSXV, be the “Market Price” (as such term is defined under the policies of the TSXV) of the Common Shares at the time of the exercise of such options or warrants, less a discount of 10%. participation right. 4.4 Upon the determination by the Issuer to proceed with an Equity Financing for of Equity Securities, the Issuer shall immediately give notice of such Equity Financing to the Purchaser and Shareholder. If the Shareholder wishes to exercise its right to maintain or increase its equity ownership interest in the Issuer to a maximum of 19.99% on a partially-diluted basis (in which case such Equity Financing shall constitute a Subsequent Financing), the Shareholder must provide the Purchaser Issuer with all written notice (the “Subsequent Financing Notice”) of its desire to participate in the Subsequent Financing and the extent of such participation within the lesser of (i) the time period (if any), less one Business Day, given by a dealer, broker, underwriter or agent for the Issuer to respond to a proposed Equity Financing; and (ii) three Business Days of the Shareholder’s receipt of the notice of the Subsequent Financing, failing which the Shareholder shall be deemed to have elected not to exercise its rights under Subsection 4.2(b). If the Shareholder delivers the Subsequent Financing Notice to the Issuer as prescribed hereunder, the Issuer and the Shareholder shall proceed to complete the offering for the additional Equity Securities that are the subject of the Subsequent Financing, which completion may take place concurrently with and subject to the closing of the other Equity Securities forming part of such Subsequent Financing, provided that the purchase price per Common Share under such Subsequent Financing shall be equivalent to the purchase price per Common Share under the Equity Financing. If the Shareholder elects, or is deemed to have elected (as described above), not to exercise its right to maintain or increase its equity ownership interest in the Issuer to a maximum of 19.99% under Subsection 4.2(b), then the Issuer may, at any time during the following 45 days (the “45 Day Closing Period”), complete the Equity Financing on such terms and conditions as the Issuer may determine, in its discretion, subject to the Shareholder’s right, but not the obligation, to participate, on a pro rata basis, in such Equity Financing for the sole purpose of maintaining its then current equity ownership interest in the Issuer pursuant to Subsection 4.2(a) hereof. The Issuer shall provide the Shareholder with prompt notice of the terms and conditions of such an Equity Financing known to the Issuer, including any term sheet or equivalent document to be utilized by the Issuer as part of the Equity Financing and the Shareholder shall have the lesser of (i) the time period (if any), less one Business Day, given by a dealer, broker, underwriter or agent for the Issuer to respond to a proposed Equity Financing. If ; and (ii) three Business Days from the Purchaser wishes Shareholder’s receipt of such notice within which to exercise its rights right to participate participate, on a pro rata basis, in such Equity Financing pursuant to this Subsection 4.1(c4.2(a) by delivering to maintain up to its then current equity percentage interest in the Issuer or increase its equity percentage interest in the Issuer to 19.9% as set forth above then the Purchaser must provide the Issuer with a written notice (the “Equity Pro Rata Financing Notice”) of its desire to participate in the Equity Financing and the extent of such participation within 10 days of the Purchaser’s receipt of the notice of the Equity Financingparticipation, failing which the Purchaser Shareholder shall be deemed to have elected not to exercise its rights right under this Subsection 4.1(c4.2(a). If the Purchaser Shareholder delivers the Equity Pro Rata Financing Notice to the Issuer as prescribed under this Subsection 4.1(c)hereunder, then the Issuer and the Purchaser Shareholder shall complete the subscription offering for the additional Equity Securities that are the subject of the Equity Pro Rata Financing Notice concurrently with the completion of the Equity Financing on substantially the same terms as purchasers under the Equity Financing. If the Purchaser Shareholder elects, or is deemed to have elected (as described above), not to exercise its rights under this Subsection 4.1(c4.2(a), then the Issuer may may, at any time during the 45 Day Closing Period, complete the Equity Financing, provided that such Equity Financing is upon the same terms and conditions as those set out in the notice of the Equity Financing provided to the Purchaser; andShareholder. (d) if 4.5 The Shareholder shall have the right to request the formation of a technical committee of the Issuer wishes to enter into, or receives a bona fide offer from a third party that the Issuer wishes to accept for (i) a joint venture involving the Issuer’s interest determine exploration priorities in the Lxxxx Gold Project, (ii) a transaction involving the sale, transfer, option, lease or other disposition of all or any part respect of the Issuer’s interest Wholly-Owned Projects, such committee to consist of members 50% of whom to be selected and appointed by the Shareholder. The Issuer will have a deciding vote in respect of work programs and budgets on the Lxxxx Gold ProjectWholly- Owned Projects. Upon receipt of such request by the Shareholder, or (iii) a transaction involving the sale, transfer, option or other disposition of the Issuer’s exclusive option (the “NRC Option”) to acquire the 40% interest in the Lxxxx Gold Project that it does not currently own pursuant to that certain option agreement dated March 13, 2013, as amended October 23, 2013, March 10, 2015 and March 23, 2015 (the “NRC Option Agreement”) between the Issuer and Nevada Royalty Corp. (“NRC”), the Purchaser will take all necessary steps to form such committee as soon as reasonably practicable. The technical committee will meet no more than four times per calendar year unless mutually agreed otherwise. 4.6 The Shareholder shall have the right of first offer refusal over any third party offers regarding a tolling arrangement, streaming arrangement, royalty sale or other non-equity financing (the “Third Party Offer”) for the purpose of funding the future exploration and development of the Wholly-Owned Projects. The Issuer shall provide the Shareholder with prompt notice, including the material terms, of the Third Party Offer and the Shareholder shall have a period of 10 days following receipt of such notice to exercise its right of first refusal and indicate that it wishes to enter into an agreement with respect to such transaction (each tolling arrangement, streaming arrangement, royalty sale or other non-equity financing, provided that such agreement must be in a “Proposed Transaction”) with form substantially similar to the Third Party Offer. If the Shareholder does not exercise its rights within such 10 day period, then the Issuer on may, at any time during the following terms: (i) 60 days, complete the Issuer will notify the Purchaser of the Proposed Transaction and provide the Purchaser with the price and terms which the Issuer establishes proposed tolling arrangement, streaming arrangement, royalty sale or the terms of the offer from the third party other non-equity financing, provided that the Issuer wishes to acceptsuch tolling arrangement, as the case may bestreaming arrangement, including any term sheet royalty sale or equivalent document prepared by or delivered to the Issuer as part of the Proposed Transaction (collectively the “Transaction Notice”) and the Purchaser shall have the right of first offer (the “ROFO”) to enter into the Proposed Transaction; (ii) the Issuer shall not enter into any binding commitments relating to the Proposed Transaction other than with the Purchaser until the procedures set out in this subsection 4.1(d) have been complied with; (iii) the Purchaser must exercise the ROFO within 30 days following its receipt of the Transaction Notice by notifying the Issuer in writing that it will enter into the Proposed Transaction with the Issuer on non-equity financing is upon the same terms and conditions, or substantially the same and no less favorable terms and conditions, as set out in the Transaction Notice, failing which the Purchaser shall be deemed to have elected not to exercise the ROFO; and (iv) if the Purchaser elects, or is deemed to have elected (as described above), not to exercise the ROFO, then the Issuer may enter into the Proposed Transaction with any other third party, provided that the Proposed Transaction is based on terms and conditions substantially similar and no less favorable to the Issuer as those set out in the Transaction Notice notice provided to the Shareholder. 4.7 The Shareholder shall have a right of first refusal for transactions relating to the Ikutahara and Ohra-Takamine Projects which shall include offers to sell, option (including earn-in or farm in) or joint venture the projects. The Issuer shall provide the Shareholder with prompt notice, including the material terms, of any such proposed arrangement and the Issuer enters Shareholder shall have a period of 30 days following receipt of such notice to exercise its right of first refusal and indicate that it wishes to enter into a definitive an agreement with respect to such third party arrangement on similar terms. If the Shareholder does not exercise its rights within 120 such 30 day period, then the Issuer may, at any time during the following 60 days after complete the Purchaser electsproposed arrangement provided that such arrangement is upon the same terms and conditions as those set out in the notice provided to the Shareholder. 4.8 The Shareholder shall have a right of first refusal over the first three of the Wholly-Owned Projects (other than the Ikutahara and Ohra-Takamine Projects) for which the Issuer gets a bona fide arms- length offer to sell. The Issuer shall provide the Shareholder with prompt notice, or is deemed to including the material terms, of any such proposed sale and the Shareholder shall have elected, not a period of 30 days following receipt of such notice to exercise its right of first refusal and indicate that it wishes to enter into an agreement with respect to such arrangement on similar terms. If the ROFOShareholder does not exercise its rights within such 30 day period, failing which then the Issuer may, at any time during the following 60 days, complete the proposed sale provided that such sale is upon the same terms and conditions as those set out in the notice provided to the Shareholder. The parties agree that to count as one of this Subsection 4.1(d) shall again apply the three rights available to any Proposed Transaction. 4.2 The Issuer covenants and agrees that: (a) it shall use the proceeds from the Combined Offering solely as follows: Issuer: (i) a minimum Issuer must exercise its right of 75% of first refusal over the proceeds of the Combined Offering shall be expended on the further exploration of the Lxxxx Gold Project, in consultation with and the approval of the Technical Committee, and in accordance with the preliminary exploration program and budget for the 2016 exploration season to be approved by the Purchaser as the condition to Closing set out in Subsection 10.5(i) belowproperty; and or (ii) a maximum of 25% of Issuer must complete the proceeds of sale with the Combined Offering shall be used for general corporate and working capital purposes; and (b) it will not, for a period of six (6) months from the Closing Date, issue any additional Common Shares at a price less than $0.35 per Common Share or Convertible Securities with a conversion price or exercise price less than $0.35 per Common Share, other than Common Shares to be issued upon the conversion or exercise of Convertible Securities outstanding on the Effective Datethird party. 4.3 4.9 The Issuer acknowledges and agrees that the Purchaser Shareholder could be irreparably harmed if any provisions of Sections 4.1 or 4.2 this Section 4 are not fulfilled or met by the Issuer, and that any such harm may not be compensated reasonably or adequately in damages. The Issuer further acknowledges and agrees that the Purchaser shall Shareholder may be entitled to injunctive and other equitable relief to prevent or restrain breaches of such provisions or to enforce the terms and conditions thereof, by an action instituted in a court of competent jurisdiction in the Province of British Columbia, which remedy or remedies are in addition to any other remedy to which the Purchaser Shareholder may be entitled at law or in equity, and the Issuer agrees to waive any requirement for the securing or posting of any bond or other security, in connection with any remedy as contemplated herein.