Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. (i) The authorized share capital of Eldorado consists of an unlimited number of Eldorado Shares and an unlimited number of convertible non-voting shares (the “Eldorado Non-Voting Shares”). As at December 15, 2011 there were: (A) 551,682,917 Eldorado Shares validly issued and outstanding as fully-paid and non-assessable shares of Eldorado; (B) no Eldorado Non-Voting Shares issued and outstanding; (C) outstanding options providing for the issuance of 8,644,447 Eldorado Shares upon the exercise thereof; and (D) 9,274,605 Eldorado CDIs issued and outstanding. Except for the securities referred to in this Subsection 4.1(g)(i), there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eldorado or any of its Subsidiaries to issue or sell any shares of Eldorado or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Eldorado or any of its Subsidiaries, and, other than deferred share units, restricted share units and restricted performance share units, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eldorado or any of its Subsidiaries based upon the book value, income or any other attribute of Eldorado or any of its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by Eldorado or any of its Subsidiaries. Eldorado Shares are listed on the TSX and the NYSE, and are not listed or quoted on any other market, and the Eldorado CDIs are listed on the ASX.

Capitalization and Listing. (i) The authorized share capital of Eldorado Cannex consists of an unlimited number of Eldorado Cannex Common Shares, an unlimited number of Cannex Class A Shares and an unlimited number of convertible non-voting shares (the “Eldorado Non-Voting Cannex Preferred Shares”). As at December 15, 2011 the date of this Agreement there wereare: (A) 551,682,917 Eldorado 87,192,204 Cannex Common Shares validly issued and outstanding as fully-paid and non-assessable shares of EldoradoCannex; (B) 96,521,734 Cannex Class A Shares validly issued and outstanding as fully-paid and non-assessable shares of Cannex; (C) no Eldorado Non-Voting Cannex Preferred Shares issued and outstanding; (CD) outstanding options Cannex Common Share Options providing for the issuance of 8,644,447 Eldorado 6,925,000 Cannex Common Shares and outstanding Cannex Class A Share Options providing for the issuance of 6,300,000 Cannex Class A Shares upon the exercise thereof; (E) outstanding Cannex Notes providing for the issuance of 38,554,217 Cannex Class A Shares upon the conversion thereof; and (DF) 9,274,605 Eldorado CDIs issued outstanding Cannex Warrants providing for the issuance of 39,283,543 Cannex Shares upon the exercise thereof. The terms of the Cannex Options and outstandingCannex Warrants (including exercise price) are disclosed in Schedule “C”, Section (g)(i) to the Cannex Disclosure Letter. Except for as disclosed in Schedule “C”, Section (g)(i) of the securities referred to in this Subsection 4.1(g)(i), Cannex Disclosure Letter (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eldorado Cannex or any of its Subsidiaries to issue or sell any shares of Eldorado Cannex or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Eldorado Cannex or any of its Subsidiaries, and, other than deferred share units, restricted share units and restricted performance share units, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eldorado or any of its Subsidiaries based upon the book value, income or any other attribute of Eldorado or any of its Subsidiaries, and (y) no Person is entitled to any pre-emptive or other similar right granted by Eldorado Cannex or any of its Subsidiaries. Eldorado The Cannex Common Shares are listed on the TSX CSE and the NYSEOTCQX, and are not listed or quoted on any market other market, than the CSE and the Eldorado CDIs OTCQX. Except as disclosed in Schedule “C”, Section (g)(i) to the Cannex Disclosure Letter, to the knowledge of Cannex, no Person beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the votes attached to the Cannex Shares. (ii) Schedule “C”, Section (g)(ii) of the Cannex Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Cannex Options and the number, class or series of shares, exercise prices, vesting schedules (including acceleration terms, if any) and expiration dates of each grant to such holders. All Cannex Shares that may be issued pursuant to the exercise of outstanding Cannex Options will, when issued in accordance with the terms of such Cannex Options, be duly authorized, validly issued, fully-paid and non-assessable and are listed not and will not be subject to or issued in violation of any pre-emptive rights. Each grant of Cannex Options was duly authorized no later than the date on which the grant of such Cannex Options was by its terms to be effective by all necessary corporate action, including, if required as applicable, board of approval or compensation committee approval and required stockholder approval, all Cannex Options have been granted in compliance with applicable Law, including all applicable Securities Laws and in accordance with the Cannex Option Plans. All Cannex Options were granted with a per share exercise price that equals or exceeded the fair market value of a share of the Cannex Common Shares on the ASXapplicable grant date.

Capitalization and Listing. (i) The authorized share capital of Eldorado Goldrock consists of an unlimited number of Eldorado Shares and an unlimited number of convertible non-voting shares (the “Eldorado Non-Voting Goldrock Shares”). As at December 15, 2011 the date of this Agreement there wereare: (A) 551,682,917 Eldorado 102,584,918 Goldrock Shares validly issued and outstanding as fully-paid and non-assessable shares of EldoradoGoldrock; (B) no Eldorado Non-Voting Shares issued and outstanding; (C) 6,080,000 outstanding options Goldrock Options providing for the issuance of 8,644,447 Eldorado 6,080,000 Goldrock Shares upon the exercise thereof; (C) nil outstanding Goldrock RSUs providing for the issuance of nil Goldrock Shares upon the vesting thereof; and (D) 9,274,605 Eldorado CDIs issued and outstanding11,560,000 outstanding Goldrock Warrants providing for the issuance of 11,560,000 Goldrock Shares at a price of $0.80 per Goldrock Share upon the exercise thereof. Except for the securities referred to in this Subsection 4.1(g)(i)Shareholder Rights Plan, there are no other options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eldorado Goldrock or any of its the Goldrock Subsidiaries to issue or sell any shares of Eldorado Goldrock or of any of its the Goldrock Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Eldorado Goldrock or any of its the Goldrock Subsidiaries, and, other than deferred share units, restricted share units and restricted performance share units, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eldorado Goldrock or any of its the Goldrock Subsidiaries based upon the book value, income or any other attribute of Eldorado Goldrock or any of its the Goldrock Subsidiaries, and no . No Person is entitled to any pre-emptive or other similar right granted by Eldorado Goldrock or any of its the Goldrock Subsidiaries. Eldorado The Goldrock Shares are listed on the TSX and the NYSE, TSX-V and are not listed or quoted on any other market, and the Eldorado CDIs are listed on the ASX.

Capitalization and Listing. (i) The authorized share capital of Eldorado Kinross consists of an unlimited number of Eldorado Shares and an unlimited number of convertible non-voting shares (the “Eldorado Non-Voting Kinross Shares”). As at December 15June 30, 2011 2010 there were: (A) 551,682,917 Eldorado 703,865,358 Kinross Shares validly issued and outstanding as fully-paid and non-assessable shares of EldoradoKinross; (B) no Eldorado Non-Voting Shares issued and outstanding; (C) outstanding options providing for the issuance of 8,644,447 Eldorado 8,651,165 Kinross Shares upon the exercise thereof; and (C) warrants to purchase 24,503,863 Kinross Shares, (D) 9,274,605 Eldorado CDIs issued restricted share units and outstandingrestricted performance share units providing for the issuance of 2,443,229 Kinross Shares upon the exercise thereof and (E) rights to purchase Kinross Shares under the Kinross shareholder rights plan. Except for the securities referred to in this Subsection Section 4.1(g)(i), there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eldorado Kinross or any of its Subsidiaries to issue or sell any shares of Eldorado Kinross or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Eldorado Kinross or any of its Subsidiaries, and, other than deferred share units, restricted share units and restricted performance share units, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eldorado Kinross or any of its Subsidiaries based upon the book value, income or any other attribute of Eldorado Kinross or any of its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by Eldorado Kinross or any of its Subsidiaries. Eldorado Kinross Shares are listed on the TSX and the NYSE, and are not listed or quoted on any market other market, than the TSX and the Eldorado CDIs are listed on the ASXNYSE.

Capitalization and Listing. (i) The authorized share capital of Eldorado Mitel consists of an unlimited number of Eldorado Mitel Shares and an unlimited number of convertible non-voting shares (the “Eldorado Non-Voting Shares”)preferred shares, issuable in series. As at December 15, 2011 of the date of this Agreement there wereare: (A) 551,682,917 Eldorado 53,900,060 Mitel Shares validly issued and outstanding as fully-paid and non-assessable shares of EldoradoMitel; (B) no Eldorado Non-Voting Shares preferred shares issued and or outstanding; (C) 7,162,754 outstanding options Mitel Options granted under the Mitel Employee Share Plan providing for the issuance of 8,644,447 Eldorado 515,175 Mitel Shares upon the exercise thereof; and , (D) 9,274,605 Eldorado CDIs outstanding Mitel Warrants providing for the issuance of 2,478,326 Mitel Shares upon the exercise thereof. All Mitel Shares issuable upon the exercise of rights under the Mitel Options and Mitel Warrants in accordance with their terms have been duly authorized and, upon issuance, will be validly issued as fully paid and outstandingnon-assessable. The terms of the Mitel Options and Mitel Warrants (including exercise price) have been provided to Aastra. Except for the securities Mitel Options and Mitel Warrants referred to in this Subsection Section 4.1(g)(i), there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, commitments or obligations of Eldorado Mitel or any of its Subsidiaries to issue or sell any shares in the capital of Eldorado Mitel or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Eldorado or any of its Subsidiaries, and, other than deferred share units, restricted share units and restricted performance share units, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eldorado or any of its Subsidiaries based upon the book value, income or any other attribute of Eldorado Mitel or any of its Subsidiaries, and other than the Mitel Employee Share Plans, there are no equity or security based compensation arrangements maintained by Mitel. In the 30 days prior to the date hereof, there have been no authorizations or new issuances under the Mitel Employee Share Plans, other than as disclosed in the Mitel Data Room. No Person is entitled to any pre-emptive or other similar right granted by Eldorado Mitel or any of its Subsidiaries. Eldorado Shares are listed on the TSX and the NYSE, and are not listed or quoted on any other market, and the Eldorado CDIs are listed on the ASX.

Capitalization and Listing. (ia) The authorized share capital of Eldorado Sulliden consists of an unlimited number of Eldorado Shares and an unlimited number of convertible non-voting shares (the “Eldorado Non-Voting Sulliden Shares”). As at December 15, 2011 the date of this Agreement there wereare: (A) 551,682,917 Eldorado 315,427,332 Sulliden Shares validly issued and outstanding as fully-paid and non-assessable shares of EldoradoSulliden; (B) no Eldorado Non-Voting Shares issued and outstanding; (C) 21,435,900 outstanding options Sulliden Options, with each Sulliden Option providing for the issuance of 8,644,447 Eldorado Shares one (1) Sulliden Share upon the exercise thereof; and (C) 18,876,404 Sulliden Warrants, with each Sulliden Warrant providing for the issuance of one (1) Sulliden Share upon the exercise thereof; (D) 9,274,605 Eldorado CDIs issued 750,000 Sulliden DSUs; and outstanding(E) 2,510,010 Sulliden RSUs. Except for Other than the securities referred to in this Subsection 4.1(g)(i)Sulliden Options, the Sulliden Warrants and the Sulliden RSUs, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eldorado Sulliden or any of its Subsidiaries or affiliates to issue or sell any shares of Eldorado Sulliden or of any of its Subsidiaries or affiliates or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Eldorado Sulliden or any of its SubsidiariesSubsidiaries or affiliates, and, other than deferred share units, restricted share units and restricted performance share units, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eldorado Sulliden or any of its Subsidiaries based upon the book value, income or any other attribute of Eldorado or any of its Subsidiariesaffiliates, and no Person is entitled to any pre-emptive or other similar right granted by Eldorado Sulliden or any of its Subsidiaries. Eldorado Shares are listed on Sulliden is the TSX registered and beneficial owner of all of the NYSE, and are not listed or quoted on any other market, and outstanding securities of SpinCo as of the Eldorado CDIs are listed on the ASXdate hereof.

Capitalization and Listing. (i) The authorized share capital of Eldorado HSE consists of an unlimited number of Eldorado HSE Shares and an unlimited number of convertible non-voting shares (the “Eldorado Non-Voting Shares”)preferred shares. As at December 15, 2011 the date of this Agreement there wereare no preferred shares issued and outstanding and there are: (A) 551,682,917 Eldorado 39,433,207 HSE Shares validly issued and outstanding as fully-paid and non-assessable shares of EldoradoHSE; (B) no Eldorado Non-Voting Shares issued and outstanding; (C) outstanding options HSE Options providing for the issuance of 8,644,447 Eldorado 2,012,000 HSE Shares upon the exercise thereof; (C) outstanding $1,655,000 principal amount HSE Debentures providing for the issuance of 3,310,000 HSE Shares upon the conversion thereof; and (D) 9,274,605 Eldorado CDIs issued nil rights to purchase HSE Shares under the HSE Shareholder Rights Plan. The terms of the HSE Options (including exercises prices) and outstandingHSE Debentures are disclosed in Schedule 3.1(g)(i) to the HSE Disclosure Letter. Except for the securities referred to in this Subsection 4.1(g)(i)Section 3.1(g)(i) or in Schedule 3.1(g)(i) to the HSE Disclosure Letter, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eldorado HSE or any of its Subsidiaries to issue or sell any shares of Eldorado HSE or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Eldorado HSE or any of its Subsidiaries, and, other than deferred share units, restricted share units and restricted performance share units, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eldorado HSE or any of its Subsidiaries based upon the book value, income or any other attribute of Eldorado HSE or any of its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by Eldorado HSE or any of its Subsidiaries. Eldorado The HSE Shares are listed on the TSX and the NYSETSX, and are not listed or quoted on any market other market, and than the Eldorado CDIs are listed on the ASXTSX.

Capitalization and Listing. (i) The authorized share capital of Eldorado GCC consists of an unlimited number of Eldorado Shares and an unlimited number of convertible non-voting shares (the “Eldorado Non-Voting GCC Shares”). As at December 15the date of this Agreement, 2011 there were: (A) 551,682,917 Eldorado 60,513,035 GCC Shares validly issued and outstanding as fully-paid and non-non- assessable shares of EldoradoGCC; (B) no Eldorado Non-Voting Shares issued and outstanding; (C) outstanding options GCC Options providing for the issuance of 8,644,447 Eldorado 6,094,700 GCC Shares upon the exercise thereof; and (DC) 9,274,605 Eldorado CDIs issued and outstandingoutstanding GCC Warrants providing for the issuance of 37,041,175 GCC Shares upon the exercise thereof. Except for the securities GCC Options and the GCC Warrants referred to in this Subsection 4.1(g)(i4.1(h)(i), or as otherwise disclosed in the GCC Public Documents or as otherwise disclosed in writing by GCC to CNM there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eldorado GCC or any of its Subsidiaries to issue or sell any shares of Eldorado GCC or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Eldorado GCC or any of its Subsidiaries, and, other than deferred share units, restricted share units and restricted performance share units, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eldorado GCC or any of its Subsidiaries based upon the book value, income or any other attribute of Eldorado GCC or any of its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by Eldorado GCC or any of its Subsidiaries. Eldorado The GCC Shares are listed or quoted, as applicable, on the TSX TSX-V and the NYSE, Frankfurt Stock Exchange and are not listed or quoted on any market other marketthan the TSX-V and the Frankfurt Stock Exchange. For the sake of clarity, the Parties acknowledge and agree that nothing herein shall prevent GCC from issuing or agreeing to issue additional GCC Shares after the date hereof, including pursuant to other transactions, and the Eldorado CDIs are listed no such event shall result in a Material Adverse Effect on the ASXGCC.