Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (a) Goldbelt has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt and constitutes a legal, valid and binding obligation of Goldbelt, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt.

Authority and No Violation. (a) Goldbelt CMI has the necessary all requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer agreements, documents and transactions contemplated herein have been duly authorized by the Board all necessary corporate action of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely theretoCMI. This Agreement has been duly executed and delivered by Goldbelt CMI and constitutes a legal, valid and binding obligation of GoldbeltCMI, enforceable against it in accordance with its termsterms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, subject to in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency insolvency, liquidation, reorganization, reconstruction and other applicable Laws similar laws generally affecting the enforceability of creditors’ rights generally, and to general principles of equityrights. (b) The authorization None of the execution and delivery of this Agreement, the execution and delivery by Goldbelt of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offertransactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, any Compulsory Acquisition and any Subsequent Acquisition Transaction nor will notthey with the giving of notice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Charter Documents of CMI; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate any provision of any Laws applicable to CMI; or (iii) conflict with, result (with or without notice or the passage of time) in a violation or breach of or of, constitute a default under, require an Authorization or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to be obtained which CMI is a party or by which it is bound or to which its property is subject, all as of the Effective Date; or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by CMI, or in the creation of any Encumbrance upon any of the assets of CMI under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give rise to any third party right other Person any interest or rights, including rights of purchase, termination, amendment, cancellation, cancellation or acceleration, penalty or payment obligation or right ; except in the case of purchase or sale or pre-emptive or participation right under, any provision of: clauses (Aii) its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering through (iv) for any of Goldbelt’s material joint ventures; (B) any applicable Laws, except to the extent foregoing that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect on CMI or impair the ability of Goldbelt; (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization CMI to perform its obligations hereunder or government grant to which Goldbelt prevent or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in delay the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets consummation of any of the Goldbelt Subsidiaries, except as would not, individually transactions contemplated hereby; and (c) The board of directors of CMI at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of CMI Shares and in the aggregate, reasonably be expected to have a Material Adverse Effect best interests of CMI and recommends that such Holders of CMI Shares vote in respect favour of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelttransactions contemplated by this Agreement.

Authority and No Violation. (a) Goldbelt Placer Dome has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Placer Dome and the consummation by Goldbelt Placer Dome of the Offer have been duly authorized by the Placer Dome Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ ' Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt Placer Dome and constitutes a legal, valid and binding obligation of GoldbeltPlacer Dome, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt Placer Dome of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Placer Dome Subsidiary’s notice 's certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary documents or the agreements covering any of Goldbelt’s Placer Dome's material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbelt;to Placer Dome; or (C) any note, bond, mortgage, indenture, instrument, contract, agreementlicence, leasepermit or, letter of intent, letter of offer, Authorization or government grant to which Goldbelt Placer Dome or any Goldbelt Placer Dome Subsidiary or Placer Dome material joint venture is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitratorto Placer Dome; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt Placer Dome or any Goldbelt SubsidiaryPlacer Dome Subsidiary or Placer Dome's material joint ventures, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or or, except as disclosed to Barrick pursuant to Section 9(a) of this Schedule C, trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreementlicense, Authorization franchise or government grantpermit, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s Placer Dome's assets or the assets of any of the Goldbelt SubsidiariesPlacer Dome Subsidiaries or Placer Dome's material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbeltto Placer Dome; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt Placer Dome or any Goldbelt SubsidiaryPlacer Dome Subsidiary or Placer Dome material joint venture, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbeltto Placer Dome.

Authority and No Violation. (a) Goldbelt Barrick has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Barrick and the consummation by Goldbelt Barrick of the Offer have been duly authorized by the Board its board of Directors directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular Notice of Variation and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt Barrick and constitutes a legal, valid and binding obligation of GoldbeltBarrick, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt Barrick of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Barrick Subsidiary’s notice 's certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary documents or the agreements covering any of Goldbelt’s Xxxxxxx'x material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbelt;to Barrick; or (C) any note, bond, mortgage, indenture, instrument, contract, agreementlicence, lease, letter of intent, letter of offer, Authorization permit or government grant to which Goldbelt Barrick or any Goldbelt Barrick Subsidiary or Barrick material joint venture is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitratorto Barrick; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt Barrick or any Goldbelt SubsidiaryBarrick Subsidiary or Barrick material joint venture, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreementlicense, Authorization franchise or government grantpermit, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s Xxxxxxx'x assets or the assets of any of the Goldbelt SubsidiariesBarrick Subsidiaries or Xxxxxxx'x material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbeltto Barrick; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt Barrick or any Goldbelt SubsidiaryBarrick Subsidiary or Barrick material joint venture, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbeltto Barrick.

Authority and No Violation. (a) Goldbelt The Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunderhereunder and under the Plan of Arrangement. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Company and the consummation by Goldbelt the Company of the Offer transactions contemplated by this Agreement and the Plan of Arrangement have been duly authorized by the Board board of Directors directors of the Company and no other corporate proceedings on its part are necessary to authorize this AgreementAgreement and the Plan of Arrangement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by Goldbelt the Company and constitutes a legal, valid and binding obligation of Goldbeltthe Company, enforceable against it in accordance with its terms, subject to (i) bankruptcy, insolvency insolvency, moratorium, reorganisation and other applicable Laws laws relating to or affecting the enforcement of creditors’ rights generally, and to general principles (ii) the fact that equitable remedies, including the remedies of equityspecific performance and injunction, may be granted only in the discretion of a court. (bc) The authorization of this Agreement, the execution and delivery by Goldbelt the Company of this Agreement and the performance by it of its obligations under this Agreement, the issuance Plan of the Subscription Shares Arrangement and the consummation transactions contemplated by this Agreement and the Plan of the OfferArrangement, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of of, or constitute a default under, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Company Subsidiary’s notice certificate of articlesincorporation, articles, declaration of constitution articles or by-laws or other charter documents, the agreements among the shareholders of documents or any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint venturesagreement with a shareholder; (B) any applicable LawsLaws (subject to obtaining Specified Regulatory Approvals and the Final Order, except to the extent that the violation or breach of, under, of any applicable Laws, Laws would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltthe Company; (C) any note, bond, mortgage, indenture, instrument, contract, agreementlicence, leasepermit or, letter of intent, letter of offer, Authorization or government grant to which Goldbelt the Company or any Goldbelt Company Subsidiary is party or by which it is boundbound (other than as disclosed in the Disclosure Letter); or (D) any judgment, decree, order or award of any Governmental Authority or arbitrator; (ii) other than as disclosed in the Disclosure Letter, give rise to any right of termination, acceleration or cancellation of indebtedness of the Company or any Company Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of the Company or any Company Subsidiary to cease to be available; (iii) give rise to any right of first refusal or trigger any change in control provisions or any restriction or limitation under any note, bond, mortgage, indenture, contract, agreement, license, franchise or permit, except as disclosed in the Disclosure Letter and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltthe Company; or (Div) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien Encumbrance upon any of Goldbelt’s assets or the assets of the Company or any of the Goldbelt Subsidiaries, Company Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltCompany.

Authority and No Violation. (ai) Goldbelt Canal has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and the Vivendi/Canal Agreements to which it is a party and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by GoldbeltAgreement, the issuance of Option Agreement and the Subscription Shares Vivendi/Canal Agreements to which it is a party and the consummation by Goldbelt Canal of the Offer transactions contemplated by this Agreement have been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, Agreement and the issuance of the Subscription Shares Vivendi/Canal Agreements to which it is a party or the Offertransactions contemplated hereby or thereby, other than than: (A) with respect to the Directors’ Canal Meeting, the Canal Circular and other matters relating solely thereto. ; and (B) with respect to the Canal Resolution, the approval thereof by not less than two-thirds of the votes cast by the Canal Shareholders. (ii) This Agreement has been duly executed and delivered by Goldbelt Canal and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. Each of the Vivendi/Canal Agreements will be delivered by each of Canal and its subsidiaries, in each case to the extent a party thereto and, when so executed and delivered, will constitute their respective legal, valid and binding obligations, enforceable against them in accordance with their respective terms, subject to bankruptcy, insolvency A-38 42 and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (biii) The authorization Board of Directors of Canal has approved as of the date hereof this Agreement and the transactions contemplated by this Agreement. Canal is not subject to a shareholder rights plan or "poison pill" or similar plan. (iv) The approval of this AgreementAgreement and the Vivendi/Canal Agreements, the execution and delivery by Goldbelt Canal and each of its subsidiaries, in each case to the extent a party thereto, of this Agreement Agreement, and the Vivendi/Canal Agreements and the performance by it each of its them of their respective obligations under this Agreement, hereunder and thereunder and the issuance completion of the Subscription Shares transactions contemplated hereby and the consummation of the Offerthereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not, subject to obtaining the Regulatory Approvals: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Subsidiary’s notice certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (BII) any applicable Laws, judgment or decree (subject to obtaining the Regulatory Approvals relating to Canal), except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on Canal; or (CIII) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) on Canal, any judgmentcontract, decreeagreement, order license, franchise or award of permit to which Canal or any Governmental Entity Canal Material Subsidiary is party or arbitratorby which it is bound or subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt Canal or any Goldbelt Subsidiarysubsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets available credit of Goldbelt Canal or any Goldbelt Subsidiary subsidiary to become enforceable cease to be available, other than as would not, individually or realizablein the aggregate, have a Material Adverse Effect on Canal; (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions or any restriction or limitation under any such notethe aggregate, bondhave a Material Adverse Effect on Canal, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s its assets or the assets of any of the Goldbelt Subsidiaries, Canal Material Subsidiary; or (D) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Canal, restrict, hinder, impair or limit the ability of Canal or any Canal Material Subsidiary to carry on the business of Canal or any Canal Material Subsidiary as and where it is now being carried on. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Canal or its subsidiaries in respect connection with the execution and delivery of Goldbelt; or this Agreement and the Vivendi/Canal Agreements, in each case to the extent it is a party thereto, or the consummation by Canal of the transactions contemplated hereby or thereby other than (ivA) result the Regulatory Approvals relating to Canal and (B) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which have been set forth in the imposition of any Encumbrance Canal Disclosure Letter, or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiarywhich, except as if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelton Canal.

Authority and No Violation. (ai) Goldbelt It has the necessary corporate power, authority requisite power and capacity to enter into this Agreement execute, deliver and to perform its obligations hereunderhereunder and to complete the Arrangement. The execution execution, delivery and delivery performance of this Agreement by Goldbelt, it and the issuance completion of the Subscription Shares and the consummation Arrangement by Goldbelt of the Offer it have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement, Agreement or the issuance completion of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. Arrangement by it. (ii) This Agreement has been duly executed and delivered by Goldbelt it and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws similar laws affecting creditors’ rights generally, generally and to general principles of equity. (biii) The authorization of this Agreementexecution, the execution delivery and delivery performance by Goldbelt it of this Agreement and the performance completion by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction Arrangement will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty termination rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (A1) its Articles or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution Bylaws (or other charter constating documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures); (B2) any applicable Laws, except resolution of its board of directors (or any committee thereof) or of its shareholders; (3) subject to obtaining the extent that the violation or breach of, underRegulatory Approvals relating to it, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;; or (C4) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant material Contract to which Goldbelt it or any Goldbelt Subsidiary its subsidiaries is a party or by which it any of them is bound or their respective properties or assets are bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiaryindebtedness, or cause any such of its third party indebtedness to come due before its stated maturity, maturity or cause any security interest in any assets of Goldbelt available credit to cease to be available where such event would materially impair its ability to complete or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in materially prevent it from completing the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; orArrangement. (iv) result No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by it in connection with the imposition execution, delivery or performance of any Encumbrance this Agreement or Encumbrances upon any assets the completion by it of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected Arrangement other than the Regulatory Approvals relating to have a Material Adverse Effect in respect of Goldbeltit.

Authority and No Violation. (a) Goldbelt Meridian has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Meridian and the consummation by Goldbelt Meridian of the Offer have been duly authorized by the Meridian Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ ' Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt Meridian and constitutes a legal, valid and binding obligation of GoldbeltMeridian, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt Meridian of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Meridian Subsidiary’s notice 's certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary documents or the agreements covering any of Goldbelt’s Meridian's material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbelt;to Meridian; or (C) any note, bond, mortgage, indenture, instrument, contract, agreementlicence, leasepermit or, letter of intent, letter of offer, Authorization or government grant to which Goldbelt Meridian or any Goldbelt Meridian Subsidiary or Meridian material joint venture is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitratorto Meridian; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt Meridian or any Goldbelt SubsidiaryMeridian Subsidiary or Meridian's material joint ventures, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or or, except as disclosed to Yamana pursuant to Section 9(a) of this Schedule C, trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreementlicense, Authorization franchise or government grantpermit, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s Meridian's assets or the assets of any of the Goldbelt SubsidiariesMeridian Subsidiaries or Meridian's material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbeltto Meridian; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt Meridian or any Goldbelt SubsidiaryMeridian Subsidiary or Meridian material joint venture, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbeltto Meridian.

Authority and No Violation. (a) Goldbelt The Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance Company and the completion by the Company of the Subscription Shares and the consummation by Goldbelt of the Offer Contemplated Transactions have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the OfferContemplated Transactions, other than with respect to the Directors’ ' Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt the Company and constitutes a legal, valid and binding obligation of Goldbeltthe Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt the Company of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares Agreement and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Company Subsidiary’s 's notice of articles, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of any Goldbelt Company Subsidiary or the agreements covering any of Goldbelt’s the Company's material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltthe Company; (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt the Company or any Goldbelt Company Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltthe Company; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt the Company or any Goldbelt Company Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of the Company or any Company Subsidiary to cease to be available, or cause any security interest in any assets of Goldbelt the Company or any Goldbelt Company Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltthe Company; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt the Company or any Goldbelt Company Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltthe Company. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by the Company (i) in connection with the consummation of the Contemplated Transactions or (ii) for the consummation of the Offer and any Subsequent Acquisition Transaction not to cause or result in any loss of rights or assets or any interest therein held by the Company or any of the Company Subsidiaries, in each case other than those which are expressly contemplated by the Offer and this Agreement.

Authority and No Violation. (ai) Goldbelt Each of the Empire Parties has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement, the Support Agreement and the Exchange Trust Agreement and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement, the Support Agreement and the Exchange Trust Agreement by Goldbelt, the issuance each of the Subscription Shares Empire Parties and the consummation by Goldbelt each of the Offer Empire Parties of the transactions contemplated by this Agreement, the Support Agreement and the Exchange Trust Agreement have been duly authorized by the its respective Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of Support Agreement and the Subscription Shares Exchange Trust Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. transactions contemplated hereby or thereby. (ii) This Agreement has been duly executed and delivered by Goldbelt each of the Empire Parties and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. Each of the Support Agreement and the Exchange Trust Agreement will be duly executed and delivered by each of the Empire Parties party thereto and, when so executed and delivered, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (biii) The authorization approval of this Agreement, the Support Agreement and the Exchange Trust Agreement, the execution and delivery by Goldbelt each of the Empire Parties of this Agreement, the Support Agreement and the Exchange Trust Agreement and the performance by it of its obligations under this Agreement, hereunder and thereunder and the issuance completion of the Subscription Shares Arrangement and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Empire Material Subsidiary’s notice 's certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any Goldbelt Subsidiary or the agreements covering party holding an ownership interest in any of Goldbelt’s material joint venturesEmpire Material Subsidiary; (BII) subject to obtaining the Appropriate Regulatory Approvals relating to the Empire Parties, any applicable Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on Empire; or (CIII) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant subject to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, obtaining the Appropriate Regulatory Approvals relating to the Empire Parties and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) on Empire, any judgmentmaterial contract, decreeagreement, order license, franchise or award of any Governmental Entity permit to which it is party or arbitratorby which it is bound or is subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt any Empire Party or any Goldbelt Empire Material Subsidiary, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in available credit of any assets of Goldbelt Empire Party or any Goldbelt Empire Material Subsidiary to become enforceable or realizable;cease to be available; or (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions or any restriction or limitation under any such notethe aggregate, bondhave a Material Adverse Effect on Empire, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets its assets, or the assets of restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by any of the Goldbelt SubsidiariesEmpire Parties or the Empire Material Subsidiaries in connection with the execution and delivery of this Agreement, except as the Support Agreement and the Exchange Trust Agreement or the consummation by any of the Empire Parties of the transactions contemplated hereby or thereby other than (A) the Appropriate Regulatory Approvals relating to the Empire Parties, (B) any filings required in connection with the creation and issue of the Redeemable Voting Share, (C) any approval required in connection with the amendment of the articles of Empire Exchangeco to create the Exchangeable Shares and (D) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelton Empire.

Authority and No Violation. (a) Goldbelt 4.4.2.1 The Purchaser has the necessary corporate power, requisite power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Purchaser and the consummation by Goldbelt the Purchaser of the Offer transactions contemplated by this Agreement have been duly authorized by the Board its board of Directors directors and, if necessary, its shareholders and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. transactions contemplated hereby. 4.4.2.2 This Agreement has been duly executed and delivered by Goldbelt the Purchaser and constitutes a legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable similar Laws affecting creditors’ rights generally, and to general principles of equity. (b) 4.4.2.3 The authorization approval of this Agreement, the execution and delivery by Goldbelt the Purchaser of this Agreement and the performance by it the Purchaser of its obligations under this Agreementhereunder, and the issuance completion of the Subscription Shares and the consummation of the Offertransactions contemplated hereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) 4.4.2.3.1 conflict with, violate, result (with or without notice or the passage of time) in a violation or breach of or of, constitute a default under, require an Authorization any consent or approval to be obtained under any provision of the Purchaser’s certificate of incorporation, articles, by-laws or other charter documents; 4.4.2.3.2 conflict with, violate, result in a material breach of, constitute a material default under, require any material consent or approval to be obtained under, result in the imposition of any Charge (other than Permitted Charges) upon any of the Purchaser’s material assets or give rise to any third party right of termination, amendmentor any material payment obligation, cancellationloss of a material benefit or material increase in any liability or fees of Purchaser, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of:: [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. (Ai) its other than the sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time period under a statute, rule or regulation that states that a transaction may be implemented if a prescribed time period lapses following the giving of notice without an objection being made) of Governmental Entities, regulatory agencies or self-regulatory organizations, relating to the Purchaser listed in the Schedule 4.4.2.3 (“Purchaser’s Regulatory Approvals”), any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) any applicable Laws, ; except to the extent that the violation of, default under or breach of, under, or failure to obtain any applicable consent under any Laws, would not, individually or in the aggregate, reasonably be expected to have aggregate adversely affect the Purchaser in a Material Adverse Effect in respect of Goldbelt;material manner; or (Cii) any note, bond, mortgage, indenture, instrument, material contract, agreementlicense, lease, letter of intent, letter of offer, Authorization or government grant permit to which Goldbelt or any Goldbelt Subsidiary the Purchaser is party or by which it is bound, except as would not, individually bound or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltaffected.

Authority and No Violation. (a) Goldbelt Interrobang has the necessary all requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer documents and transactions contemplated herein have been duly authorized by the Board all necessary corporate action of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely theretoInterrobang. This Agreement has been duly executed and delivered by Goldbelt Interrobang and constitutes a legal, valid and binding obligation of GoldbeltInterrobang, enforceable against it in accordance with its termsterms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, subject to in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency insolvency, liquidation, reorganization, reconstruction and other applicable Laws similar laws generally affecting the enforceability of creditors’ rights generally, and to general principles of equity' rights. (b) The authorization None of the execution and delivery of this Agreement, the execution and delivery by Goldbelt of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offertransactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, any Compulsory Acquisition and any Subsequent Acquisition Transaction nor will notthey with the giving of notice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Constating Documents of Interrobang; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Interrobang; (iii) conflict with, result (with or without notice or the passage of time) in a violation or breach of or of, constitute a default under, require an Authorization or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to be obtained which Interrobang is a party or by which it is bound or to which its property is subject, all as of the Effective Date; or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Interrobang, or in the creation of any Encumbrance upon any of the assets of Interrobang under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give rise to any third party right other Person any interest or rights, including rights of purchase, termination, amendment, cancellation, cancellation or acceleration, penalty or payment obligation or right ; except in the case of purchase or sale or pre-emptive or participation right under, any provision of: clauses (Aii) its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering through (iv) for any of Goldbelt’s material joint ventures; (B) any applicable Laws, except to the extent foregoing that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect on Interrobang or impair the ability of Goldbelt; (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization Interrobang to perform its obligations hereunder or government grant to which Goldbelt prevent or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in delay the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets consummation of any of the Goldbelt Subsidiaries, except as would not, individually transactions contemplated hereby. (c) The board of directors of Interrobang at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of Interrobang Shares and in the aggregate, reasonably be expected to have a Material Adverse Effect best interests of Interrobang and has recommended that such Holders of Interrobang Shares vote in respect favour of Goldbelt; orthe transactions contemplated by this Agreement. (ivd) result in All of the imposition Holders of any Encumbrance or Encumbrances upon any assets Interrobang Shares have approved, by way of Goldbelt or any Goldbelt Subsidiarywritten resolution, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltAmalgamation and the agreements and transactions related thereto.

Authority and No Violation. (ai) Goldbelt Lexam VG Gold has the necessary corporate power, authority and capacity to enter into this Arrangement Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Arrangement Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have Lexam VG Gold has been duly authorized by the Lexam VG Gold Board of Directors and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Arrangement Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely theretoLexam VG Gold Shareholder Approval. This Arrangement Agreement has been duly executed and delivered by Goldbelt Lexam VG Gold and constitutes a legal, valid and binding obligation of GoldbeltLexam VG Gold, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (bii) The authorization of this Arrangement Agreement, the execution and delivery by Goldbelt Lexam VG Gold of this Arrangement Agreement and the performance by it of its obligations under this Arrangement Agreement, and the issuance completion of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction Arrangement will not: (i) A. result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive pre‐emptive or participation right under, any provision of: (A) I. its or any Goldbelt Lexam VG Gold Subsidiary’s notice of 's articles, articles, declaration of constitution by‐laws or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) II. any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) III. any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, lease or Authorization or government grant to which Goldbelt Lexam VG Gold or any Goldbelt Lexam VG Gold Subsidiary is party or by which it is or its assets are bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltLexam VG Gold; or (D) IV. any judgment, decree, order or award of any Governmental Entity Entity, court or arbitrator; (ii) B. give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt Lexam VG Gold or any Goldbelt Lexam VG Gold Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of Lexam VG Gold or any Lexam VG Gold Subsidiary to cease to be available, or cause any security interest in any assets of Goldbelt Lexam VG Gold or any Goldbelt Lexam VG Gold Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltLexam VG Gold; C. give rise to any rights of first refusal or trigger any change of control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement or Authorization, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Lexam VG Gold; or (iv) D. result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt Lexam VG Gold or any Goldbelt Lexam VG Gold Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltLexam VG Gold. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Lexam VG Gold in connection with this Arrangement Agreement and the completion of the Arrangement and any other transactions contemplated by this Arrangement Agreement, other than: (i) the Lexam VG Gold Shareholder Approval; (ii) the approval of the Court pursuant to the Interim Order and the Final Order; (iii) the requirement to prepare and file this Arrangement Agreement and the Lexam VG Circular together with related continuous disclosure filings; and (iv) such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay the completion of the Arrangement and any other transactions contemplated by this Arrangement Agreement. To the knowledge of Lexam VG Gold, the only Lexam VG Gold Shareholders whose votes may not be counted for the purposes of the "majority of the minority" approval under MI 61-101 are Xxxxxx XxXxxx (as to 60,739,962 Lexam VG Gold Shares) and Xxxxxxx Xxxxxxxxxx (as to any Lexam VG Gold Shares acquired upon the exercise by Xxxxxxx Xxxxxxxxxx of Lexam VG Gold Options).

Authority and No Violation. (ai) Goldbelt The Company has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement, the Option Agreement and the Shareholders Agreement, and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement, the Option Agreement and the Shareholders Agreement by Goldbelt, the issuance of the Subscription Shares Company and the consummation by Goldbelt of the Offer transactions contemplated herein and therein, have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Option Agreement or the OfferShareholders Agreement, or the transactions contemplated hereby or thereby, other than with respect to as contemplated by this Agreement. (ii) Each of this Agreement, the Directors’ Circular Option Agreement and other matters relating solely thereto. This the Shareholders Agreement has been duly executed and delivered by Goldbelt the Company and constitutes a legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable similar Laws affecting creditors’ ' rights generally, and to general principles of equity. (biii) The authorization approval of this Agreement, the Option Agreement and the Shareholders Agreement by the Company, the execution and delivery by Goldbelt the Company of this Agreement, the Option Agreement and the Shareholders Agreement, and the performance by it of its obligations under this Agreement, hereunder and thereunder and the issuance completion by it of the Subscription Shares Offer and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty material termination rights or material payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Subsidiary’s notice certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter constating documents; (II) subject to obtaining the Appropriate Regulatory Approvals relating to the Company, any Laws, regulation, order, judgment or decree; or (III) any Material Contract or material license, franchise or permit to which the agreements among Company is a party or by which the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint venturesCompany is bound; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect in respect of Goldbelt; (C) any noteon the Company, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien Security Interest upon any of Goldbelt’s assets its assets, or restrict, hinder, impair or limit the ability of the Company to carry on the business of the Company as and where it is now being carried on; or (C) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of the Company or any subsidiary or increase any benefits otherwise payable under the Employee Plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with or notice to, any Governmental Entity or other Person is required to be obtained by the Company and its subsidiaries in connection with the execution and delivery of this Agreement, the Option Agreement or the assets of any Shareholders Agreement by the Company or the consummation by the Company of the Goldbelt Subsidiariestransactions contemplated hereby or thereby other than (i) the Appropriate Regulatory Approvals relating to the Company, except as and (ii) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, not individually or in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltEffect.

Authority and No Violation. (ai) Goldbelt Each of the SSCC Parties has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance each of the Subscription Shares SSCC Parties and the consummation by Goldbelt each of the Offer SSCC Parties of the transactions contemplated by this Agreement have been duly authorized by the its respective Board of Directors and no other corporate proceedings (including a vote or approval by the shareholders) on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Goldbelt each of the SSCC Parties and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (biii) The authorization Except as set forth in the SSCC Disclosure Letter, the approval of this Agreement, the execution and delivery by Goldbelt each of the SSCC Parties of this Agreement and the performance by it of its obligations under this Agreement, hereunder and the issuance completion of the Subscription Shares Arrangement and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent, vote or approval to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt SSCC Material Subsidiary’s notice 's certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any Goldbelt Subsidiary or the agreements covering party holding an ownership interest in any of Goldbelt’s material joint venturesSSCC Material Subsidiary; (BII) subject to obtaining the Appropriate Regulatory Approvals relating to the SSCC Parties, any Laws, judgment or decree applicable Lawsto the SSCC Parties or any of the SSCC Material Subsidiaries or by which any property or assets of the SSCC Parties or any of the SSCC Material Subsidiaries is bound or affected, except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on SSCC; or (CIII) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant subject to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, obtaining the Appropriate Regulatory Approvals relating to the SSCC Parties and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect on SSCC or a SSCC Material Subsidiary, any material contract, agreement, license, franchise or permit to which SSCC or any SSCC Material Subsidiary is a party or by which SSCC or any SSCC Material Subsidiary, or any property or asset of Goldbelt; or (D) SSCC or any judgment, decree, order SSCC Material Subsidiary is bound or award of any Governmental Entity is subject or arbitratoris the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt any SSCC Party or any Goldbelt SSCC Material Subsidiary, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in available credit of any assets of Goldbelt SSCC Party or any Goldbelt SSCC Material Subsidiary to become enforceable or realizable;cease to be available; or (iiiC) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) on SSCC, result in the imposition of any Encumbrance or Encumbrances Lien upon any of its assets or the assets of Goldbelt any SSCC Material Subsidiary, or restrict, hinder, impair or limit the ability of any SSCC Party or any Goldbelt SubsidiarySSCC Material Subsidiary to carry on the business as and where it is now being carried on. (iv) No consent, except as approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by any of the SSCC Parties or the SSCC Material Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by any of the SSCC Parties of the transactions contemplated hereby other than (A) the Appropriate Regulatory Approvals relating to the SSCC Parties, and (B) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelton SSCC.

Authority and No Violation. (a) Goldbelt The Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance Company and the completion by the Company of the Subscription Shares and the consummation by Goldbelt of the Offer Contemplated Transactions have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the OfferContemplated Transactions, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt the Company and constitutes a legal, valid and binding obligation of Goldbeltthe Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt the Company of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares Agreement and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Company Subsidiary’s notice of articles, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of any Goldbelt Company Subsidiary or the agreements covering any of Goldbeltthe Company’s material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltthe Company; (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt the Company or any Goldbelt Company Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltthe Company; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt the Company or any Goldbelt Company Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of the Company or any Company Subsidiary to cease to be available, or cause any security interest in any assets of Goldbelt the Company or any Goldbelt Company Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltthe Company; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt the Company or any Goldbelt Company Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltthe Company. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by the Company (i) in connection with the consummation of the Contemplated Transactions or (ii) for the consummation of the Offer and any Subsequent Acquisition Transaction not to cause or result in any loss of rights or assets or any interest therein held by the Company or any of the Company Subsidiaries, in each case other than those which are expressly contemplated by the Offer and this Agreement.

Authority and No Violation. (ai) Goldbelt ADSX has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares ADSX and the consummation by Goldbelt ADSX of the Offer transactions contemplated by this Agreement have been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. transactions contemplated hereby or thereby. (ii) This Agreement has been duly executed and delivered by Goldbelt ADSX and constitutes a legal, valid and binding obligation of Goldbeltobligation, enforceable against it ADSX in accordance with its terms, subject to bankruptcy, insolvency and other applicable similar Laws affecting creditors’ rights generally, and to general principles of equity. (biii) The authorization of this Agreement, approval and the execution and delivery by Goldbelt ADSX of this Agreement and the performance by it of its obligations under this Agreement, hereunder and the issuance completion of the Subscription Shares Arrangement and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under under, or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty termination rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Subsidiary’s notice certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of including any Goldbelt Subsidiary unanimous shareholder agreement or the agreements covering any of Goldbelt’s other material joint venturesagreement or understanding with any party holding an ownership interest in it; (BII) subject to obtaining the Regulatory Approvals relating to ADSX, any Laws, regulation, order, judgment or decree; or (III) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) any note, bond, mortgage, indenture, instrument, material contract, agreement, leaselicense, letter of intent, letter of offer, Authorization franchise or government grant permit to which Goldbelt or any Goldbelt Subsidiary it is party or by which it is bound, ; (B) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgmentEffect, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiaryindebtedness, or cause any such third party indebtedness to come due before its stated maturity, maturity or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary available credit to become enforceable or realizable;cease to be available; or (iiiC) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) Effect, result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt its assets, or any Goldbelt Subsidiaryrestrict, except hinder, impair or limit its ability to carry on its business as would not, individually and where it is now being carried on or as and where it may be carried on in the aggregatefuture. (iv) No consent, reasonably approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be expected obtained by ADSX in connection with the execution and delivery of this Agreement or the consummation by ADSX of the transactions contemplated hereby other than (A) the Regulatory Approvals relating to ADSX and (B) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not in the aggregate have a Material Adverse Effect in respect of GoldbeltEffect.

Authority and No Violation. (ai) Goldbelt I-Level has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares I-Level and the consummation by Goldbelt I-Level of the Offer transactions contemplated by this Agreement have been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This transactions contemplated hereby; (ii) this Agreement has been duly executed and delivered by Goldbelt I-Level and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity.; (biii) The authorization the approval of this Agreement, the execution and delivery by Goldbelt I-Level of this Agreement and the performance by it of its obligations under this Agreement, hereunder and the issuance completion of the Subscription Shares Merger and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction transactions contemplated thereby will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under under, or give rise to any third party right of termination, amendmentpurchase or sale rights, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Subsidiary’s notice articles of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint venturesparty holding an ownership interest in I-Level; (BII) subject to obtaining any applicable necessary Regulatory Approvals relating to I-Level, any Laws, judgment or decree, except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on I-Level; or (CIII) subject to obtaining any notenecessary Regulatory Approvals relating to I-Level, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) on I-Level, any judgmentMaterial Contract, decreeagreement, order license, franchise, or award of any Governmental Entity permit to which it is party or arbitratorby which it is bound or is subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt SubsidiaryI-Level, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in any assets available credit of Goldbelt or any Goldbelt Subsidiary I-Level to become enforceable or realizablecease to be available; (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions or any restriction or limitation under any such notethe aggregate, bondhave a Material Adverse Effect on I-Level, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets its assets, or restrict, hinder, impair, or limit its ability to carry on its business as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of I-Level or increase any benefits otherwise payable under any I-Level plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by I-Level in connection with the execution and delivery of this Agreement or the assets of any consummation by I-Level of the Goldbelt Subsidiariestransactions contemplated hereby or thereby other than any consents, except as approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt.on I-Level;

Authority and No Violation. (a) Goldbelt Barrick has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Barrick and the consummation by Goldbelt Parent of the Offer have been duly authorized by the Board boards of Directors directors of Barrick and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt Barrick and constitutes a legal, valid and binding obligation of GoldbeltBarrick, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt Barrick of this Agreement and the performance by it Barrick of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction Transaction, will not: (i) not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (Ai) its or any Goldbelt Subsidiary’s notice the constating documents of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint venturesBarrick; (Bii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect reasonably be expected to materially adversely affect the ability of GoldbeltBarrick to perform its obligations under this Agreement; (Ciii) any note, bond, mortgage, indenture, instrument, contract, agreementlicence, lease, letter of intent, letter of offer, Authorization permit or government grant to which Goldbelt or any Goldbelt Subsidiary Barrick is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect materially adversely affect the ability of GoldbeltBarrick to perform its obligations under this Agreement; or (Div) any judgment, decree, order or award of any Governmental Entity or arbitrator;. (iic) give rise to any right of terminationNo consent, amendmentapproval, acceleration order or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiaryauthorization of, or cause declaration or filing with, any Governmental Entity is required to be obtained by Barrick in connection with the consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such indebtedness to come due before its stated maturityconsents, approvals, orders or authorizations, or cause any security interest in any assets of Goldbelt declarations or any Goldbelt Subsidiary filings, as to become enforceable which the failure to obtain or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as make would not, individually or the in the aggregate, reasonably be expected to have a Material Adverse Effect in respect prevent or materially delay the consummation of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in transactions contemplated by the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltOffer and this Agreement.

Authority and No Violation. (a) Goldbelt 3.2.2.1 Each of the LoJack Parties has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement, the Support Agreement and the Voting and Exchange Trust Agreement and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by GoldbeltAgreement, the issuance Support Agreement and the Voting and Exchange Trust Agreement and the performance and observance of all of the Subscription Shares LoJack Parties’ obligations contained herein and the consummation by Goldbelt of the Offer therein have been duly authorized by the Board all necessary corporate action on their part; 3.2.2.2 The approval of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance Support Agreement and the Voting and Exchange Trust Agreement, the execution and the delivery by the LoJack Parties of this Agreement, the Support Agreement and the Voting and Exchange Trust Agreement and the performance by each of them of its obligations hereunder and thereunder, and the completion of the Subscription Shares Arrangement and transactions contemplated thereby will not result, (with or without notice or the Offerpassage of time, or both) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (a) its certificate of incorporation, articles, by-laws or other than with respect charter documents; (b) subject to obtaining the Appropriate Regulatory Approvals relating to the DirectorsLoJack Parties, any Laws, judgment or decree; or (c) subject to obtaining the Appropriate Regulatory Approvals relating to the LoJack Parties and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the LoJack Parties, any contract, agreement, license, franchise or permit to which any of the LoJack Parties is party or by which it is bound or subject or is the beneficiary; 3.2.2.3 There is no material private or governmental action, suit proceeding, claim or arbitration pending before any Governmental Entity, or, to the knowledge of the LoJack Parties, any investigation pending or any of the foregoing threatened against any of the LoJack Parties or any of their properties or any of their officers or directors that, individually or in the aggregate, that if adversely determined would reasonably be expected to have a Material Adverse Effect on the LoJack Parties’ Circular ability to consummate the transactions contemplated by this Agreement, the Support Agreement or the Voting and other matters relating solely theretoExchange Trust Agreement. There is no judgment, decree or order against either of the LoJack Parties or, to the knowledge of the LoJack Parties, any of their directors or officers that if adversely determined would reasonably be expected to have a Material Adverse Effect on any of the transactions contemplated by this Agreement, the Support Agreement or the Voting and Exchange Trust Agreement, or that if adversely determined would reasonably be expected to have a Material Adverse Effect on the LoJack Parties’ ability to consummate the transactions contemplated by this Agreement, the Support Agreement or the Voting and Exchange Trust Agreement; and 3.2.2.4 This Agreement has been duly executed and delivered by Goldbelt each of the LoJack Parties and, assuming the due authorization, execution and delivery of this Agreement by Boomerang, constitutes a legal, valid and binding obligation of Goldbelteach of the LoJack Parties, enforceable in accordance with its terms subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally and general principles of equity. Each of the Support Agreement and the Voting and Exchange Trust Agreement will be duly executed and delivered by each of the LoJack Parties party thereto and, when so executed and delivered, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, generally and to general principles of equity. (b) The 3.2.2.5 No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by any of the LoJack Parties in connection with the execution and delivery of this Agreement, the execution Support Agreement or the Voting and delivery by Goldbelt of this Agreement and the performance by it of its obligations under this Exchange Trust Agreement, or the issuance consummation by the LoJack Parties of the Subscription Shares transactions contemplated hereby or thereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Director under the CBCA, and (D) the consummation Appropriate Regulatory Approvals relating to the LoJack Parties. 3.2.2.6 Subject to obtaining the Appropriate Regulatory Approvals relating to the LoJack Parties, none of the OfferLoJack Parties is in default under, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with there exists no event, condition or without occurrence which, after notice or the passage lapse of time) in a violation time or breach of or both, would constitute such a default under, require an Authorization any contract, agreement, license or franchise to be obtained under or give rise which it is a party which would, if terminated due to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregatesuch default, reasonably be expected to have cause a Material Adverse Effect in respect of Goldbelt; (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltEffect.

Authority and No Violation. (ai) Goldbelt Lexam VG Gold has the necessary corporate power, authority and capacity to enter into this Arrangement Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Arrangement Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have Lexam VG Gold has been duly authorized by the Lexam VG Gold Board of Directors and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Arrangement Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely theretoLexam VG Gold Shareholder Approval. This Arrangement Agreement has been duly executed and delivered by Goldbelt Lexam VG Gold and constitutes a legal, valid and binding obligation of GoldbeltLexam VG Gold, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (bii) The authorization of this Arrangement Agreement, the execution and delivery by Goldbelt Lexam VG Gold of this Arrangement Agreement and the performance by it of its obligations under this Arrangement Agreement, and the issuance completion of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction Arrangement will not: (i) A. result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) I. its or any Goldbelt Lexam VG Gold Subsidiary’s notice of articles, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) II. any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) III. any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, lease or Authorization or government grant to which Goldbelt Lexam VG Gold or any Goldbelt Lexam VG Gold Subsidiary is party or by which it is or its assets are bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltLexam VG Gold; or (D) IV. any judgment, decree, order or award of any Governmental Entity Entity, court or arbitrator; (ii) B. give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt Lexam VG Gold or any Goldbelt Lexam VG Gold Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of Lexam VG Gold or any Lexam VG Gold Subsidiary to cease to be available, or cause any security interest in any assets of Goldbelt Lexam VG Gold or any Goldbelt Lexam VG Gold Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltLexam VG Gold; C. give rise to any rights of first refusal or trigger any change of control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement or Authorization, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Lexam VG Gold; or (iv) D. result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt Lexam VG Gold or any Goldbelt Lexam VG Gold Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltLexam VG Gold. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Lexam VG Gold in connection with this Arrangement Agreement and the completion of the Arrangement and any other transactions contemplated by this Arrangement Agreement, other than: (i) the Lexam VG Gold Shareholder Approval; (ii) the approval of the Court pursuant to the Interim Order and the Final Order; (iii) the requirement to prepare and file this Arrangement Agreement and the Lexam VG Circular together with related continuous disclosure filings; and (iv) such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay the completion of the Arrangement and any other transactions contemplated by this Arrangement Agreement. To the knowledge of Lexam VG Gold, the only Lexam VG Gold Shareholders whose votes may not be counted for the purposes of the “majority of the minority” approval under MI 61-101 are Xxxxxx XxXxxx (as to 60,739,962 Lexam VG Gold Shares) and Xxxxxxx Xxxxxxxxxx (as to any Lexam VG Gold Shares acquired upon the exercise by Xxxxxxx Xxxxxxxxxx of Lexam VG Gold Options).

Authority and No Violation. (a) Goldbelt Alcan has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Alcan and the consummation by Goldbelt Alcan of the Offer transactions contemplated by this Agreement have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by Goldbelt Alcan and constitutes a legal, valid and binding obligation of GoldbeltAlcan, enforceable against it in accordance with its terms, terms subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (bc) The authorization of this Agreement, the execution and delivery by Goldbelt Alcan of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offertransactions contemplated by this Agreement, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Alcan Subsidiary’s notice 's certificate of articlesincorporation, articles, declaration of constitution articles or by-laws or other charter documents, the agreements among the shareholders of documents or any Goldbelt agreement by it or any material Alcan Subsidiary or the agreements covering any of Goldbelt’s material joint ventureswith a shareholder; (B) any applicable LawsLaws (subject to obtaining the regulatory consents contemplated by this Agreement or the regulatory consents disclosed in the Alcan Disclosure Letter), except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltAlcan; (C) any note, bond, mortgage, indenture, instrument, contract, agreementlicence, leasepermit or, letter of intent, letter of offer, Authorization or government grant to which Goldbelt Alcan or any Goldbelt Alcan Subsidiary is party or by which it is bound, bound except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltAlcan; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, arbitrator except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; orAlcan; (ivii) result in the imposition give rise to any right of any Encumbrance termination, acceleration, pre-payment, novation, "make-whole" or Encumbrances upon any assets cancellation of Goldbelt indebtedness of Alcan or any Goldbelt Alcan Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of Alcan or any Alcan Subsidiary which is material to Alcan and the Alcan Subsidiaries taken as a whole to cease to be available except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltAlcan; (iii) except as may be provided under the Continuity Agreement, give rise to any right of first refusal or trigger any change in control provisions (other than in respect of the Convertible Notes) or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, license, franchise or permit except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; or (iv) result in the imposition of any Encumbrance upon any assets of Alcan or any Alcan Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan.

Authority and No Violation. (ai) Goldbelt Continental has the necessary requisite corporate power, power and authority and capacity to enter into this the Agreement and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Continental and the consummation by Goldbelt Continental of the Offer transactions contemplated by this Agreement have been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This transactions contemplated hereby ; (ii) this Agreement has been duly executed and delivered by Goldbelt Continental and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (biii) The authorization the Board of Directors of Continental has determined unanimously that the Merger is in the best interests of Continental; (iv) the approval of this Agreement, the execution and delivery by Goldbelt Continental and Mergeco of this Agreement and the performance by it of its obligations under this Agreement, hereunder and the issuance completion of the Subscription Shares Merger and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Subsidiary’s notice certificate of articlesincorporation, articlesmemorandum, declaration of constitution articles or other charter documents, the agreements among the shareholders including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint venturesparty holding an ownership interest in Continental; (BII) subject to obtaining the Regulatory Approvals relating to Mergeco and Continental, any applicable Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on Mergeco or Continental; or (CIII) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant subject to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, obtaining the Regulatory Approvals relating to Mergeco and Continental and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) on Mergeco and Continental, any judgmentmaterial contract, decreeagreement, order license, franchise or award of any Governmental Entity permit to which it is party or arbitratorby which it is bound or is subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt Mergeco or any Goldbelt SubsidiaryContinental, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in any assets available credit of Goldbelt or any Goldbelt Subsidiary Continental to become enforceable or realizablecease to be available; (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions the aggregate, have a Material Adverse Effect on Mergeco or any restriction or limitation under any such noteContinental, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets its assets, or restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Continental or any Subsidiary or increase any benefits otherwise payable under any Continental plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Mergeco or Continental in connection with the execution and delivery of this Agreement or the assets of any consummation by Mergeco and Continental of the Goldbelt Subsidiariestransactions contemplated hereby or thereby other than (A) the Regulatory Approvals relating to Continental, except as and (B) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt.on Mergeco and Continental;

Authority and No Violation. (a) Goldbelt Opta Minerals has the all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Opta Minerals and the consummation by Goldbelt Opta Minerals of the Offer Amalgamation and the other transactions contemplated hereunder have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, Agreement or the issuance Amalgamation or the completion by Opta Minerals of the Subscription Shares or the Offertransactions contemplated hereby, other than with respect to the Directors’ Circular and other matters relating solely thereto. Shareholder Approval. (b) This Agreement has been duly executed and delivered by Goldbelt Opta Minerals and constitutes a legal, valid and binding obligation of GoldbeltOpta Minerals, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (bc) The authorization of this Agreement, the execution and delivery by Goldbelt Opta Minerals of this Agreement and the performance by it Opta Minerals of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the OfferAmalgamation and the other transactions hereunder, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result in a violation or breach of or constitute a default under (with or without notice or the passage of time) in a violation ), or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its the articles, by-laws or other constating documents of Opta Minerals or any Goldbelt Opta Minerals Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) subject to the requirement of Opta Minerals to obtain prior consent under those Contracts disclosed in Schedule 6(c)(i)(C) of the Disclosure Letter, any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Contract or Authorization or government grant to which Goldbelt Opta Minerals or any Goldbelt Opta Minerals Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) subject to the requirement of Opta Minerals to obtain prior consent under those Contracts disclosed in Schedule 6(c)(ii) of the Disclosure Letter, give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt Opta Minerals or any Goldbelt Opta Minerals Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of Opta Minerals or any Opta Minerals Subsidiary to cease to be available, or cause any security interest in respect of any assets of Goldbelt Opta Minerals or any Goldbelt Opta Minerals Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iviii) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt Opta Minerals or any Goldbelt Opta Minerals Subsidiary. (d) No licence, except as permit, certificate, consent, approval, order or authorization of, or registration, declaration or filing with, or notification to, any Governmental Entity is required to be obtained by any of Opta Minerals or the Opta Minerals Subsidiaries in connection with the execution and delivery by Opta Minerals of this Agreement, the consummation of the Amalgamation and the other transactions contemplated hereunder, other than (i) the Required Regulatory Approvals relating to Opta Minerals; and (ii) any other authorizations, licences, permits, certificates, registrations, consents, approvals and filings and notifications with respect to which the failure to obtain or make same would not, individually or in the aggregate, not reasonably be expected to have prevent or significantly impede or materially delay the completion of the Amalgamation, or adversely affect the business, properties, assets, liabilities or operations of Opta Minerals and the Opta Minerals Subsidiaries taken as a Material Adverse Effect in respect of Goldbeltwhole.

Authority and No Violation. (a) Goldbelt Barrick has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Barrick and the consummation by Goldbelt Parent of the Offer have been duly authorized by the Board boards of Directors directors of Barrick and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt Barrick and constitutes a legal, valid and binding obligation of GoldbeltBarrick, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt Barrick of this Agreement and the performance by it Barrick of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction Transaction, will not: (i) not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (Ai) its or any Goldbelt Subsidiary’s notice the constating documents of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint venturesBarrick; (Bii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect reasonably be expected to materially adversely affect the ability of GoldbeltBarrick to perform its obligations under this Agreement; (Ciii) any note, bond, mortgage, indenture, instrument, contract, agreementlicence, lease, letter of intent, letter of offer, Authorization permit or government grant to which Goldbelt or any Goldbelt Subsidiary Barrick is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect materially adversely affect the ability of GoldbeltBarrick to perform its obligations under this Agreement; or (Div) any judgment, decree, order or award of any Governmental Entity or arbitrator;. (iic) give rise to any right of terminationNo consent, amendmentapproval, acceleration order or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiaryauthorization of, or cause declaration or filing with, any Governmental Entity is required to be obtained by Barrick in connection with the consummation of the transactions contemplated by the Offer and this Agreement Table of Contents other than those which are contemplated by the Offer and this Agreement, except for such indebtedness to come due before its stated maturityconsents, approvals, orders or authorizations, or cause any security interest in any assets of Goldbelt declarations or any Goldbelt Subsidiary filings, as to become enforceable which the failure to obtain or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as make would not, individually or the in the aggregate, reasonably be expected to have a Material Adverse Effect in respect prevent or materially delay the consummation of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in transactions contemplated by the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltOffer and this Agreement.

Authority and No Violation. (ai) Goldbelt The Corporation has the necessary requisite corporate power, authority power and capacity to enter into execute and deliver this Agreement Amendment No.2 and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement Amendment No.2 by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have Corporation has been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. Amendment No.2. (ii) This Agreement Amendment No.2 has been duly executed and delivered by Goldbelt the Corporation and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, generally and to general principles of equity. (biii) The authorization of this Agreement, the execution and delivery by Goldbelt of this Agreement Amendment No.2 by the Corporation does not, and the performance of this Amendment No.2 by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction Corporation will not: (i) result (A. conflict with or without notice violate the Articles of Incorporation or Bylaws or equivalent organizational documents of the passage Corporation or any of timeits subsidiaries; B. assuming that all consents, approvals, authorizations and other actions described in section 3.1(d)(v) of the Arrangement Agreement have been obtained and all filings and obligations described in a violation section 3.1(d)(v) have been made, conflict with or violate any Law applicable to the Corporation or any of its subsidiaries or by which any property or asset of the Corporation or any of its subsidiaries is bound; or C. except as set forth in section 3.1(d)(iv) of the Disclosure Letter, result in any breach of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to others any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiaryof, or cause any such indebtedness to come due before its stated maturitycreate, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to or change any rights or obligations of first refusal any Person under, or trigger result in the creation of a Lien on any change in control provisions property or asset of the Corporation or any restriction or limitation under of its subsidiaries pursuant to any such note, bond, mortgage, indenture, contract, agreement, Authorization lease, license, permit, franchise or government grant, other instrument or result in obligation to which the imposition of any encumbrance, charge Corporation or lien upon any of Goldbelt’s assets its Material Subsidiaries is a party or by which the assets of Corporation or any of its Material Subsidiaries or any property or asset of the Goldbelt SubsidiariesCorporation or any of its Material Subsidiaries is bound; except, except as would notwith respect to clauses (B) and (C), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; orEffect. (iv) result in Except for the imposition of Amending Order, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Encumbrance Governmental Entity is required to be obtained or Encumbrances upon any assets of Goldbelt made by or with respect to the Corporation or any Goldbelt Subsidiaryof its subsidiaries in connection with the execution, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect delivery and performance of Goldbeltthis Amendment No.2.

Authority and No Violation. (ai) Goldbelt Mainland has the necessary requisite corporate power, power and authority and capacity to enter into this the Agreement and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Mainland and the consummation by Goldbelt Mainland of the Offer transactions contemplated by this Agreement have been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, transactions contemplated hereby other than than: (A) with respect to finalizing and approving the Joint Proxy Statement and other matters relating thereto; and (B) with respect to the Directors’ Circular and other matters relating solely thereto. This completion of the Merger, the approval of the Mainland Shareholders; (ii) this Agreement has been duly executed and delivered by Goldbelt Mainland and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity.; (biii) The authorization the approval of this Agreement, the execution and delivery by Goldbelt Mainland of this Agreement and the performance by it of its obligations under this Agreement, hereunder and the issuance completion of the Subscription Shares Merger and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction transactions contemplated thereby will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under under, or give rise to any third party right of termination, amendmentpurchase or sale rights, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Subsidiary’s notice articles of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint venturesparty holding an ownership interest in Mainland; (BII) subject to obtaining any applicable necessary regulatory approvals relating to Mainland, any Laws, judgment or decree, except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on Mainland; or (CIII) subject to obtaining any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant necessary regulatory approvals relating to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, Mainland ,and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) on Mainland, any judgmentmaterial contract, decreeagreement, order license, franchise, or award of any Governmental Entity permit to which it is party or arbitratorby which it is bound or is subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt SubsidiaryMainland, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in any assets available credit of Goldbelt or any Goldbelt Subsidiary Mainland to become enforceable or realizablecease to be available; (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions or any restriction or limitation under any such notethe aggregate, bondhave a Material Adverse Effect on Mainland, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets its assets, or restrict, hinder, impair, or limit its ability to carry on its business as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Mainland or increase any benefits otherwise payable under any Mainland plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Mainland in connection with the execution and delivery of this Agreement or the assets of any consummation by Mainland of the Goldbelt Subsidiariestransactions contemplated hereby or thereby other than (A) any approval of the Mainland Shareholders of the Merger, except as and (B) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt.on Mainland;

Authority and No Violation. (ai) Goldbelt Parent has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Parent and the consummation by Goldbelt Parent of the Offer transactions contemplated by this Agreement have been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Goldbelt Parent and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (biii) The authorization Board of Directors of Parent has determined that the Arrangement is fair to the holders of the Parent Common Shares and is in the best interests of Parent. (iv) The approval of this Agreement, the execution and delivery by Goldbelt Parent of this Agreement Agreement, and the performance by it of its obligations under this Agreement, hereunder and the issuance completion of the Subscription Shares Arrangement and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt of its Subsidiary’s notice certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any Goldbelt Subsidiary or the agreements covering party holding an ownership interest in any of Goldbelt’s material joint venturesits Subsidiaries; (BII) subject to obtaining the Appropriate Regulatory Approvals relating to Parent, any applicable Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on Parent; or (CIII) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant subject to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, obtaining the Appropriate Regulatory Approvals relating to Parent and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) on Parent, any judgmentmaterial contract, decreeagreement, order license, franchise or award of any Governmental Entity permit to which it is party or arbitratorby which it is bound or is subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt Parent or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in any assets available credit of Goldbelt Parent or any Goldbelt Subsidiary to become enforceable or realizablecease to be available; (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions or any restriction or limitation under any such notethe aggregate, bondhave a Material Adverse Effect on Parent, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s its assets or the assets of any of its Subsidiaries or restrict, hinder, impair or limit its ability to carry on its business in any material respect as and where it is now being carried on; or No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or its Subsidiaries in connection with the Goldbelt Subsidiariesexecution and delivery of this Agreement, except as or the consummation by Parent of the transactions contemplated hereby other than (A) the Appropriate Regulatory Approvals relating to Parent, (B) any filings referenced in this Agreement, and (C) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelton Parent.

Authority and No Violation. (ai) Goldbelt The Corporation has the necessary requisite corporate power, authority power and capacity to enter into execute and deliver this Agreement Amendment and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement Amendment by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have Corporation has been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. Amendment. (ii) This Agreement Amendment has been duly executed and delivered by Goldbelt the Corporation and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, generally and to general principles of equity. (biii) The authorization of this Agreement, the execution and delivery by Goldbelt of this Agreement Amendment by the Corporation does not, and the performance of this Amendment by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction Corporation will not: (i) result (A. conflict with or without notice violate the Articles of Incorporation or Bylaws or equivalent organizational documents of the passage Corporation or any of timeits subsidiaries; B. assuming that all consents, approvals, authorizations and other actions described in section 3.1(d)(v) of the Arrangement Agreement have been obtained and all filings and obligations described in a violation section 3.1(d)(v) have been made, conflict with or violate any Law applicable to the Corporation or any of its subsidiaries or by which any property or asset of the Corporation or any of its subsidiaries is bound; or C. except as set forth in section 3.1(d)(iv) of the Disclosure Letter, result in any breach of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to others any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiaryof, or cause any such indebtedness to come due before its stated maturitycreate, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to or change any rights or obligations of first refusal any Person under, or trigger result in the creation of a Lien on any change in control provisions property or asset of the Corporation or any restriction or limitation under of its subsidiaries pursuant to any such note, bond, mortgage, indenture, contract, agreement, Authorization lease, license, permit, franchise or government grant, other instrument or result in obligation to which the imposition of any encumbrance, charge Corporation or lien upon any of Goldbelt’s assets its Material Subsidiaries is a party or by which the assets of Corporation or any of its Material Subsidiaries or any property or asset of the Goldbelt SubsidiariesCorporation or any of its Material Subsidiaries is bound; except, except as would notwith respect to clauses (B) and (C), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; orEffect. (iv) result in No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt Corporation or any Goldbelt Subsidiaryof its subsidiaries in connection with the execution, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect delivery and performance of Goldbeltthis Amendment.

Authority and No Violation. (ai) Goldbelt SESI has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares SESI and the consummation by Goldbelt SESI of the Offer transactions contemplated by this Agreement have been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares or the Offer, transactions contemplated hereby other than than: (A) with respect to the Directors’ Joint Information Circular and other matters relating solely thereto. , including the implementation of the Arrangement, the approval of the Board of Directors of SESI; and (B) with respect to the completion of the Arrangement, the approval of the SESI Shareholders who are eligible to vote on the Arrangement at the SESI Meeting. (ii) This Agreement has been duly executed and delivered by Goldbelt SESI and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (biii) The authorization Board of Directors of SESI has (A) determined that the Arrangement is fair to the holders of the SESI Shares and is in the best interests of SESI, (B) has commissioned the Joint Fairness Opinion (with ADR) to the effect that, as of the date of this Agreement, the Plan of Arrangement is fair to the holders of SESI Shares, and (C) determined, subject to the Joint Fairness Opinion confirming the fairness of the Arrangement to SESI Shareholders, to recommend that the holders of the SESI Shares vote in favour of the Arrangement. (iv) The approval of this Agreement, the execution and delivery by Goldbelt SESI of this Agreement and the performance by it of its obligations under this Agreement, hereunder and the issuance completion of the Subscription Shares Arrangement and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not, except as disclosed in the Disclosure Letter: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Subsidiary’s notice memorandum, certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of any Goldbelt Subsidiary shares or the agreements covering any of Goldbelt’s material joint venturesother interests or to corporate governance; (BII) any applicable Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect on SESI or prevent or materially delay SESI from duly entering into this Agreement and the performance by it of Goldbelt;its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby. (CIII) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) on SESI, any judgmentmaterial contract, decreeagreement, order license, franchise or award of any Governmental Entity permit to which SESI is a party or arbitratorby which it is bound or subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt SubsidiarySESI, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest available credit of SESI to cease to be available other than as would not, individually or in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizablethe aggregate, have a Material Adverse Effect on SESI; (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions or any restriction or limitation under any such notethe aggregate, bondhave a Material Adverse Effect on SESI, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets its assets, or restrict, hinder, impair or limit the ability of SESI to carry on the business of SESI as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of SESI or increase any benefits otherwise payable under any SESI plan or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. (v) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by SESI in connection with the execution and delivery of this Agreement or the assets of any consummation by SESI of the Goldbelt Subsidiariestransactions contemplated hereby other than (A) any approvals required by the Interim Order, except as (B) the Final Order, (C) filings with the Registrar, (D) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelton SESI.

Authority and No Violation. (a) Goldbelt Meridian has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Meridian and the consummation by Goldbelt Meridian of the Offer have been duly authorized by the Meridian Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt Meridian and constitutes a legal, valid and binding obligation of GoldbeltMeridian, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt Meridian of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Meridian Subsidiary’s notice certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary documents or the agreements covering any of GoldbeltMeridian’s material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbelt;to Meridian; or (C) any note, bond, mortgage, indenture, instrument, contract, agreementlicence, leasepermit or, letter of intent, letter of offer, Authorization or government grant to which Goldbelt Meridian or any Goldbelt Meridian Subsidiary or Meridian material joint venture is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitratorto Meridian; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt Meridian or any Goldbelt SubsidiaryMeridian Subsidiary or Meridian’s material joint ventures, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or or, except as disclosed to Yamana pursuant to Section 9(a) of this Schedule C, trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreementlicense, Authorization franchise or government grantpermit, or result in the imposition of any encumbrance, charge or lien upon any of GoldbeltMeridian’s assets or the assets of any of the Goldbelt SubsidiariesMeridian Subsidiaries or Meridian’s material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbeltto Meridian; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt Meridian or any Goldbelt SubsidiaryMeridian Subsidiary or Meridian material joint venture, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in with respect of Goldbeltto Meridian.

Authority and No Violation. (a) Goldbelt Alcan has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Alcan and the consummation by Goldbelt Alcan of the Offer transactions contemplated by this Agreement have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by Goldbelt Alcan and constitutes a legal, valid and binding obligation of GoldbeltAlcan, enforceable against it in accordance with its terms, terms subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (bc) The authorization of this Agreement, the execution and delivery by Goldbelt Alcan of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offertransactions contemplated by this Agreement, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Alcan Subsidiary’s notice certificate of articlesincorporation, articles, declaration of constitution articles or by-laws or other charter documents, the agreements among the shareholders of documents or any Goldbelt agreement by it or any material Alcan Subsidiary or the agreements covering any of Goldbelt’s material joint ventureswith a shareholder; (B) any applicable LawsLaws (subject to obtaining the regulatory consents contemplated by this Agreement or the regulatory consents disclosed in the Alcan Disclosure Letter), except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltAlcan; (C) any note, bond, mortgage, indenture, instrument, contract, agreementlicence, leasepermit or, letter of intent, letter of offer, Authorization or government grant to which Goldbelt Alcan or any Goldbelt Alcan Subsidiary is party or by which it is bound, bound except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltAlcan; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, arbitrator except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; orAlcan; (ivii) result in the imposition give rise to any right of any Encumbrance termination, acceleration, pre-payment, novation, “make-whole” or Encumbrances upon any assets cancellation of Goldbelt indebtedness of Alcan or any Goldbelt Alcan Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of Alcan or any Alcan Subsidiary which is material to Alcan and the Alcan Subsidiaries taken as a whole to cease to be available except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltAlcan; (iii) except as may be provided under the Continuity Agreement, give rise to any right of first refusal or trigger any change in control provisions (other than in respect of the Convertible Notes) or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, license, franchise or permit except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; or (iv) result in the imposition of any Encumbrance upon any assets of Alcan or any Alcan Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan.

Authority and No Violation. (ai) Goldbelt Each of the RJF Parties has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement, the Support Agreement and the Escrow Agreement and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement, the Support Agreement and the Escrow Agreement by Goldbelt, the issuance each of the Subscription Shares RJF Parties and the consummation by Goldbelt each of the Offer RJF Parties of the transactions contemplated by this Agreement, the Support Agreement and the Escrow Agreement have been duly authorized authorised by the its respective Board of Directors and no other corporate proceedings on its part are necessary to authorize authorise this Agreement, the issuance Support Agreement and the Escrow Agreement or the transactions contemplated hereby or thereby and, in the case of the Subscription Shares or the OfferRJF Parties, other than with respect matters (if any) relating solely to the Directors’ Circular and other matters relating solely thereto. implementation of the Arrangement. (ii) This Agreement has been duly executed and delivered by Goldbelt each of the RJF Parties and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable similar Laws affecting creditors’ ' rights generally, and to general principles of equity. Each of the Support Agreement and the Escrow Agreement when duly executed and delivered by each of the RJF Parties thereto will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity. (biii) The authorization approval of this Agreement, the Support Agreement and the Escrow Agreement, the execution and delivery by Goldbelt each of the RJF Parties of this Agreement, the Support Agreement and the Escrow Agreement and the performance by it of its obligations under this Agreement, hereunder and thereunder and the issuance completion of the Subscription Shares Arrangement and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty termination rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Subsidiary’s notice certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of documents or understanding with any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint venturesparty holding an ownership interest in it; (BII) subject to obtaining the Appropriate Regulatory Approvals relating to the RJF Parties, any Laws, regulation, order, judgement or decree; or (III) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) any note, bond, mortgage, indenture, instrument, material contract, agreement, leaselicense, letter of intent, letter of offer, Authorization franchise or government grant permit to which Goldbelt or any Goldbelt Subsidiary it is party or by which it is bound; (B) give rise to any right of termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available; or (C) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgmentEffect, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets its assets, or restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on. (iv) No consent, approval, order or authorisation of, or declaration or filing with, any Governmental Authority or other Person in connection with the execution and delivery of this Agreement, the Support Agreement and the Escrow Agreement or the assets of any consummation by RJF of the Goldbelt Subsidiariestransactions contemplated hereby or thereby other than: (A) the Appropriate Regulatory Approvals relating to RJF; (B) the approval of the Commercial Bank Lenders; (C) any approvals required in connection with the issuance of the RJF Common Shares required to be issued pursuant to the terms of this Agreement; and (D) any other consents, except as approvals, orders, authorizations, declarations or filings of or with a Governmental Authority which, if not obtained, would not, individually or not in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GoldbeltEffect.

Authority and No Violation. (ai) Goldbelt has I-Level and I-Level Mergeco have the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its their respective obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares I-Level and I-Level Mergeco and the consummation by Goldbelt them of the Offer transactions contemplated by this Agreement have been duly authorized by the Board their respective Boards of Directors and no other corporate proceedings on its part their respective parts are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This transactions contemplated hereby; (ii) this Agreement has been duly executed and delivered by Goldbelt I-Level and I-Level Mergeco and constitutes a legal, valid and binding obligation of Goldbeltobligations, enforceable against it them in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity.; (biii) The authorization the approval of this Agreement, the execution and delivery by Goldbelt I-Level and I-Level Mergeco of this Agreement and the performance by it them of its their respective obligations under this Agreement, hereunder and the issuance completion of the Subscription Shares Merger and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction transactions contemplated thereby will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under under, or give rise to any third party right of termination, amendmentpurchase or sale rights, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Subsidiary’s notice their respective articles of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any Goldbelt Subsidiary party holding an ownership interest in I-Level or the agreements covering any of Goldbelt’s material joint venturesI-Level Mergeco; (BII) subject to obtaining any applicable necessary Regulatory Approvals relating to I-Level (and I-Level Mergeco if applicable), any Laws, judgment or decree, except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on I-Level (or I-Level Mergeco if applicable); or (CIII) subject to obtaining any notenecessary Regulatory Approvals relating to I-Level (and I-Level Mergeco if applicable), bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or on I-Level (D) or I-Level Mergeco if applicable), any judgmentMaterial Contract, decreeagreement, order license, franchise, or award of any Governmental Entity permit to which it is party or arbitratorby which it is bound or is subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt I-Level or any Goldbelt SubsidiaryI-Level Mergeco, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in any assets available credit of Goldbelt I-Level or any Goldbelt Subsidiary I-Level Mergeco to become enforceable or realizablecease to be available; (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions the aggregate, have a Material Adverse Effect on I-Level or any restriction or limitation under any such noteI-Level Mergeco, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets their respective assets, or restrict, hinder, impair, or limit their ability to carry on their business as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of I-Level or I-Level Mergeco or increase any benefits otherwise payable under any I-Level or I-Level Mergeco plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by I-Level or I-Level Mergeco in connection with the execution and delivery of this Agreement or the assets of any consummation by I-Level or I-Level Mergeco of the Goldbelt Subsidiariestransactions contemplated hereby or thereby other than any consents, except as approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt.on I-Level;

Authority and No Violation. (a) Goldbelt First Majestic has the necessary all requisite corporate power, power and authority and capacity to enter into this Agreement and Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares First Majestic and the consummation by Goldbelt First Majestic of the Offer transactions contemplated by this Agreement have been duly authorized by the Board its board of Directors directors and no other corporate proceedings on its part are necessary to authorize this Agreement, Agreement or the issuance transactions contemplated hereby other than the approval by its board of directors of other matters (if any) relating solely to the implementation of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. Arrangement. (b) This Agreement has been duly executed and delivered by Goldbelt First Majestic and constitutes a legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by First Majestic in connection with the transactions contemplated herein will be duly executed and delivered by First Majestic and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against First Majestic in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (bc) The authorization approval of this AgreementAgreement and the other documents required to be executed by First Majestic in connection with the transactions contemplated herein, the execution and delivery by Goldbelt First Majestic of this Agreement and such other documents, the performance by it of its obligations under this Agreement, hereunder and the issuance completion of the Subscription Shares Arrangement and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) conflict with, result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty termination rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (A) its or any Goldbelt Subsidiary’s notice of articles or articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) any applicable Laws, except to the extent that the violation resolutions of its board of directors (or breach of, under, any applicable Laws, would not, individually committee thereof) or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltshareholders; (C) any note, bond, mortgage, indenture, instrument, applicable Laws subject to obtaining authorization for listing of the First Majestic Shares issuable in connection with the Arrangement and upon exercise of the Replacement Warrants on the TSX; or (D) any material contract, agreement, leaselicence, letter of intent, letter of offer, Authorization franchise or government grant permit to which Goldbelt or any Goldbelt Subsidiary it is party or by which it is bound; (ii) give rise to any right of termination or acceleration of indebtedness of First Majestic, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available; or (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgmenton First Majestic, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt its assets, or any Goldbelt Subsidiaryrestrict, except hinder, impair or limit its ability to carry on its business as would not, individually and where it is now being carried on or as and where it may be carried on in the aggregatefuture. (d) No consent, reasonably approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be expected to obtained by First Majestic in connection with the execution and delivery of this Agreement or the consummation by First Majestic of the transactions contemplated hereby other than: (i) obtaining authorization for listing of the First Majestic Shares issuable in connection with the Arrangement and upon exercise of the Replacement Warrants on the TSX; (ii) any approvals required by the Interim Order; (iii) the Final Order; and (iv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not in the aggregate have a Material Adverse Effect in respect of Goldbelton First Majestic.

Authority and No Violation. (a) Goldbelt x. Xxxxxx has the necessary corporate power, authority and capacity to enter into this Combination Agreement and to perform its obligations hereunder. The execution and delivery of this Combination Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have Xxxxxx has been duly authorized by the Xxxxxx Board of Directors and no other corporate proceedings on its part are necessary to authorize this Combination Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Combination Agreement has been duly executed and delivered by Goldbelt Xxxxxx and constitutes a legal, valid and binding obligation of GoldbeltXxxxxx, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) ii. The authorization of this Combination Agreement, the execution and delivery by Goldbelt Xxxxxx of this Combination Agreement and the performance by it of its obligations under this Combination Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction Amalgamation will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default or event of default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Subsidiary’s notice of I. the articles, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders documents of Xxxxxx or any Goldbelt Xxxxxx Subsidiary or the agreements covering any of GoldbeltXxxxxx’x or a Xxxxxx Subsidiary’s material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) II. any note, bond, mortgage, indenture, instrument, contractContract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt Xxxxxx or any Goldbelt Xxxxxx Material Subsidiary is a party or by which it any of their respective properties or assets or material joint ventures is bound, except as would not, individually ; III. any applicable Laws or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator, except as would not be material and adverse to Xxxxxx and the Xxxxxx Material Subsidiaries; (iiB) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt Xxxxxx or any Goldbelt SubsidiaryXxxxxx Material Subsidiary or any of their material joint ventures, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of Xxxxxx or any Xxxxxx Material Subsidiary to cease to be available, or cause any security interest in any assets of Goldbelt Xxxxxx or any Goldbelt Xxxxxx Material Subsidiary or any of their joint ventures to become enforceable or realizable; (iiiC) other than as set out in the Xxxxxx Disclosure Letter, give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or ; or (D) result in the imposition of any encumbranceEncumbrance upon, charge or lien upon cause or result in any of Goldbelt’s loss of, any rights or assets or the assets of any interest therein held by Xxxxxx or any of the Goldbelt SubsidiariesXxxxxx Material Subsidiaries in any material properties or their material joint ventures. iii. No consent, except approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by Xxxxxx or any of the Xxxxxx Subsidiaries in connection with this Combination Agreement and the consummation of the transactions contemplated by the Amalgamation and this Combination Agreement other than: (i) the Xxxxxx Shareholder Approval; (ii) the requirement to prepare and file this Combination Agreement on SEDAR together with related continuous disclosure filings; (iii) approval from the TSXV; and (iv) such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect prevent or materially delay consummation of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelttransactions contemplated by this Combination Agreement.

Authority and No Violation. (ai) Goldbelt Mainland has the necessary requisite corporate power, power and authority and capacity to enter into this the Agreement and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Mainland and the consummation by Goldbelt Mainland of the Offer transactions contemplated by this Agreement have been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, transactions contemplated hereby other than than: (A) with respect to finalizing and approving the Joint Proxy Statement and other matters relating thereto; and (B) with respect to the Directors’ Circular and other matters relating solely thereto. This completion of the Merger, the approval of the Mainland Shareholders; (ii) this Agreement has been duly executed and delivered by Goldbelt Mainland and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity.; (biii) The authorization the approval of this Agreement, the execution and delivery by Goldbelt Mainland of this Agreement and the performance by it of its obligations under this Agreement, hereunder and the issuance completion of the Subscription Shares Merger and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction transactions contemplated thereby will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under under, or give rise to any third party right of termination, amendmentpurchase or sale rights, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Subsidiary’s notice articles of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint venturesparty holding an ownership interest in Mainland; (BII) subject to obtaining any applicable necessary regulatory approvals relating to Mainland, any Laws, judgment or decree, except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on Mainland; or (CIII) subject to obtaining any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant necessary regulatory approvals relating to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, Mainland ,and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) on Mainland, any judgmentmaterial contract, decreeagreement, order license, franchise, or award of any Governmental Entity permit to which it is party or arbitratorby which it is bound or is subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt SubsidiaryMainland, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in any assets available credit of Goldbelt or any Goldbelt Subsidiary Mainland to become enforceable or realizablecease to be available; (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions or any restriction or limitation under any such notethe aggregate, bondhave a Material Adverse Effect on Mainland, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets its assets, or restrict, hinder, impair, or limit its ability to carry on its business as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Mainland or increase any benefits otherwise payable under any Mainland plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Mainland in connection with the execution and delivery of this Agreement or the assets of any consummation by Mainland of the Goldbelt Subsidiariestransactions contemplated hereby or thereby other than (A) any approval of the Mainland Shareholders of the Merger, except as and (B) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt.on Mainland;

Authority and No Violation. (ai) Goldbelt Each of the Weyerhaeuser Parties has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement, the Support Agreement and the Voting and Exchange Trust Agreement and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement, the Support Agreement and the Voting and Exchange Trust Agreement by Goldbelt, the issuance each of the Subscription Shares Weyerhaeuser Parties and the consummation by Goldbelt each of the Offer Weyerhaeuser Parties of the transactions contemplated by this Agreement, the Support Agreement and the Voting and Exchange Trust Agreement have been duly authorized by the its respective Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of Support Agreement and the Subscription Shares Voting and Exchange Trust Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. transactions contemplated hereby or thereby. (ii) This Agreement has been duly executed and delivered by Goldbelt each of the Weyerhaeuser Parties and constitutes a its legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. Each of the Support Agreement and the Voting and Exchange Trust Agreement will be duly executed and delivered by each of the Weyerhaeuser Parties party thereto and, when so executed and delivered, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (biii) The authorization approval of this Agreement, the Support Agreement and the Voting and Exchange Trust Agreement, the execution and delivery by Goldbelt each of the Weyerhaeuser Parties of this Agreement, the Support Agreement and the Voting and Exchange Trust Agreement and the performance by it of its obligations under this Agreement, hereunder and thereunder and the issuance completion of the Subscription Shares Arrangement and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its or any Goldbelt Weyerhaeuser Material Subsidiary’s notice 's certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any Goldbelt Subsidiary or the agreements covering party holding an ownership interest in any of Goldbelt’s material joint venturesWeyerhaeuser Material Subsidiary; (BII) subject to obtaining the Appropriate Regulatory Approvals relating to the Weyerhaeuser Parties, any applicable Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on Weyerhaeuser; or (CIII) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant subject to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, obtaining the Appropriate Regulatory Approvals relating to the Weyerhaeuser Parties and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) on Weyerhaeuser, any judgmentmaterial contract, decreeagreement, order license, franchise or award of any Governmental Entity permit to which it is party or arbitratorby which it is bound or is subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt any Weyerhaeuser Party or any Goldbelt Weyerhaeuser Material Subsidiary, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in available credit of any assets of Goldbelt Weyerhaeuser Party or any Goldbelt Weyerhaeuser Material Subsidiary to become enforceable or realizable;cease to be available; or (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions or any restriction or limitation under any such notethe aggregate, bondhave a Material Adverse Effect on Weyerhaeuser, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets its assets, or the assets of restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by any of the Goldbelt SubsidiariesWeyerhaeuser Parties or the Weyerhaeuser Material Subsidiaries in connection with the execution and delivery of this Agreement, except as the Support Agreement and the Voting and Exchange Trust Agreement or the consummation by any of the Weyerhaeuser Parties of the transactions contemplated hereby or thereby other than (A) the Appropriate Regulatory Approvals relating to the Weyerhaeuser Parties, (B) any filings required in connection with the creation and issue of the Special Voting Share, (C) any approval required in connection with the amendment of the articles of Weysub to create the Exchangeable Shares and (D) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelton Weyerhaeuser.

Authority and No Violation. (a) Goldbelt has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt and constitutes a legal, valid and binding obligation of Goldbelt, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt the Corporation of this Agreement and the performance by it the Corporation and its subsidiaries of its their obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the OfferContemplated Transactions (for greater certainty, any Compulsory Acquisition if applicable, in compliance with the Interim Order and any Subsequent Acquisition Transaction the Final Order), will not: (i) not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (Ai) the constating documents of the Corporation or its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint venturessubsidiaries; (Bii) any subject to obtaining the applicable Laws, except to the extent that the violation or breach of, underAuthorizations contemplated by this Agreement, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (Ciii) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization licence or government grant permit to which Goldbelt the Corporation or any Goldbelt Subsidiary of its subsidiaries is party or by which it is bound; or (iv) any judgment, decree, order or award of any Governmental Authority against the Corporation or its subsidiaries; except in the case of (ii), (iii) or (iv) above, such violations, breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; oron the Corporation or its subsidiaries, taken as a whole. (Db) any judgment, decree, order Other than as set out in Section 4(b) the Disclosure Letter or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on the Corporation or its subsidiaries, taken as a whole, the authorization of this Agreement, the execution and delivery by the Corporation of this Agreement and the performance by the Corporation of its obligations under this Agreement, and the consummation of the Contemplated Transactions will not: (i) allow any person to exercise any rights, require any consent or notice under or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Corporation or its subsidiaries are entitled (including by triggering any rights of first refusal or first offer, change in respect of Goldbeltcontrol provision or other restriction or limitation) under any Contract or any Authorization to which the Corporation or its subsidiaries are a party or by which the Corporation or its subsidiaries are bound; or (ivii) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt the Corporation or any Goldbelt Subsidiaryof its subsidiaries, except for Encumbrances that are not material to the Corporation or any of its subsidiaries, taken as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltwhole.

Authority and No Violation. (ai) Goldbelt PhotoChannel has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares PhotoChannel and the consummation by Goldbelt PhotoChannel of the Offer transactions contemplated by this Agreement have been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Goldbelt and constitutes a legal, valid and binding obligation of Goldbelt, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equityPhotoChannel. (biii) The authorization approval of this Agreement, the execution and delivery by Goldbelt PhotoChannel of this Agreement and the performance by it of its obligations under this Agreement, hereunder and thereunder and the issuance completion of the Subscription Shares and the consummation of the Offertransactions contemplated thereby, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (iA) result (with or without notice or the passage of time) in a violation or breach of or constitute a default underof, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale or pre-emptive or participation right under, under any provision of: (AI) its PhotoChannel's memorandum, certificate of incorporation or articles or any Goldbelt Subsidiary’s notice other agreement or understanding relating to ownership of articles, articles, declaration of constitution shares or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary interests or the agreements covering any of Goldbelt’s material joint venturesto corporate governance; (BII) any applicable Laws, judgment or decree, except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;on PhotoChannel; or (CIII) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) on PhotoChannel, any judgmentmaterial contract, decreeagreement, order license, franchise or award of any Governmental Entity permit to which it is party or arbitratorby which it is bound or is subject or is the beneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt SubsidiaryPhotoChannel, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in any assets available credit of Goldbelt or any Goldbelt Subsidiary PhotoChannel to become enforceable or realizable;cease to be available; or (iiiC) give rise to any rights of first refusal except as would not, individually or trigger any change in control provisions or any restriction or limitation under any such notethe aggregate, bondhave a Material Adverse Effect on PhotoChannel, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets its assets, or restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on. (iv) Except for the final acceptance hereof by the TSXV expected in the ordinary course, no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by PhotoChannel in connection with the execution and delivery of this Agreement or the assets of any consummation by PhotoChannel of the Goldbelt Subsidiariestransactions contemplated hereby or thereby other than any consents, except as approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; oron PhotoChannel. (ivv) result in PhotoChannel may rely on available exemptions under applicable Laws to permit the imposition issuance of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt SubsidiaryPhotoChannel Shares to the Vendors under §2.2(c) and, except as would notif applicable, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt§2.3.

Authority and No Violation. (ai) Goldbelt Acquisitionco has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunderunder this Agreement. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares Acquisitionco and the consummation by Goldbelt Acquisitionco of the Offer Transaction have been duly authorized by the Board its board of Directors directors and no other corporate proceedings on its part of Acquisitionco are necessary to authorize this Agreement, the issuance of the Subscription Shares Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. Transaction. (ii) This Agreement has been duly executed and delivered by Goldbelt Acquisitionco and constitutes a legal, valid and binding obligation of Goldbeltobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (biii) The authorization of this Agreement, the execution and delivery by Goldbelt Acquisitionco of this Agreement and Agreement, the performance by it of its obligations under this Agreement, Agreement and the issuance completion of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will notnot in respect of Acquisitionco: (iA) result (with or without notice or the passage of time) in a violation or breach of or of, constitute a default under, require an Authorization any consent to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A1) its or any Goldbelt Subsidiary’s notice certificate of articlesincorporation, articles, declaration of constitution by-laws or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B2) any applicable Laws, except Laws (subject to obtaining the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;Regulatory Approvals); or (C3) any notematerial Contract, bondlicense, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization permit or government grant to which Goldbelt or any Goldbelt Subsidiary Acquisitionco is party or by which it is bound, except as would not, individually bound or in subject or is the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitratorbeneficiary; (iiB) give rise to any right of termination, amendment, termination or acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt SubsidiaryAcquisitionco, or cause any such indebtedness to come due before its stated maturity, maturity or cause any security interest in any assets available credit of Goldbelt or any Goldbelt Subsidiary Acquisitionco to become enforceable or realizablecease to be available; (iiiC) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltits assets; or (ivD) result restrict, hinder, impair or limit the ability of Acquisitionco to carry on the business of Acquisitionco as and where it is now being carried on. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Authority is required to be obtained by Acquisitionco in connection with the imposition execution and delivery of any Encumbrance this Agreement or Encumbrances upon any assets the consummation by Acquisitionco of Goldbelt the Transaction other than (A) the Regulatory Approvals; and (B) filings under the Securities Act, stock exchange rules or any Goldbelt Subsidiary, except similar laws as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbeltcontemplated by this Agreement.