Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. (i) The authorized share capital of SVT consists of an unlimited number of SVT Shares. As at the date of this Agreement there are: (A) 254,358,411 SVT Shares validly issued and outstanding as fully-paid and non-assessable shares of SVT; (B) outstanding SVT Options providing for the issuance of 5,000,000 SVT Shares upon the exercise thereof; and (C) outstanding SVT Warrants providing for the issuance of 17,993,268 SVT Shares upon the exercise thereof. The terms of the SVT Options and SVT Warrants (including exercise price) are disclosed in Schedule “C”, Section (g)(i) to the SVT Disclosure Letter. Except as disclosed in Schedule “C”, Section (g)(i) of the SVT Disclosure Letter (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of SVT or its Subsidiaries to issue or sell any shares of SVT or 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 SVT or its Subsidiaries, and (y) no Person is entitled to any pre-emptive or other similar right granted by SVT or its Subsidiaries. The SVT Shares are listed on the CSE, and are not listed or quoted on any market other than the CSE. (ii) Schedule “C”, Section (g)(ii) of the SVT Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT 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 SVT Shares that may be issued pursuant to the exercise of outstanding SVT Options will, when issued in accordance with the terms of such SVT Options, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (iii) Schedule “C”, Section (g)(iii) of the SVT Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT Warrants and the number, exercise prices and expiration dates of each grant to such holders. All SVT Shares that may be issued pursuant to the exercise of outstanding SVT Warrants will, when issued in accordance with its SVT Warrants, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (iv) There are no outstanding obligations of SVT or its Subsidiaries, contractual or otherwise, to repurchase, redeem or otherwise acquire any SVT Shares or any shares of its Subsidiaries. No Subsidiary of SVT owns any SVT Shares. (v) No Governmental Order ceasing or suspending trading in securities of SVT nor prohibiting the sale of such securities has been issued and is outstanding against SVT or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of SVT Eldorado consists of an unlimited number of SVT Eldorado Shares and an unlimited number of convertible non-voting shares (the “Eldorado Non-Voting Shares”). As at the date of this Agreement December 15, 2011 there arewere: (A) 254,358,411 SVT 551,682,917 Eldorado Shares validly issued and outstanding as fully-paid and non-assessable shares of SVTEldorado; (B) no Eldorado Non-Voting Shares issued and outstanding; (C) outstanding SVT Options options providing for the issuance of 5,000,000 SVT 8,644,447 Eldorado Shares upon the exercise thereof; and (CD) outstanding SVT Warrants providing 9,274,605 Eldorado CDIs issued and outstanding. Except for the issuance of 17,993,268 SVT Shares upon the exercise thereof. The terms of the SVT Options and SVT Warrants (including exercise price) are disclosed securities referred to in Schedule “C”this Subsection 4.1(g)(i), Section (g)(i) to the SVT Disclosure Letter. Except as disclosed in Schedule “C”, Section (g)(i) of the SVT Disclosure Letter (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of SVT Eldorado or any of its Subsidiaries to issue or sell any shares of SVT 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 SVT 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 (y) no Person is entitled to any pre-emptive or other similar right granted by SVT Eldorado or any of its Subsidiaries. The SVT Eldorado Shares are listed on the CSETSX and the NYSE, and are not listed or quoted on any market other than market, and the CSEEldorado CDIs are listed on the ASX. (ii) Schedule “C”, Section (g)(ii) of the SVT Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT 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 SVT Eldorado Shares that may be issued pursuant to the exercise of outstanding SVT Options Eldorado options will, when issued in accordance with the terms of such SVT Optionssecurities, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of of, any pre-emptive rights. (iii) Schedule “C”There are no outstanding contractual obligations of Eldorado or any of its Subsidiaries to repurchase, Section redeem or otherwise acquire any Eldorado Shares or any shares of any of its Subsidiaries. No Subsidiary of Eldorado owns any Eldorado Shares. (g)(iiiiv) No order ceasing or suspending trading in securities of Eldorado nor prohibiting the SVT Disclosure Letter sets forthsale of such securities has been issued and is outstanding against Eldorado or, as of the date hereofits directors, the holders of all outstanding SVT Warrants officers or promoters. (v) All Consideration Shares and the number, exercise prices and expiration dates of each grant to such holders. All SVT Option Shares that may be issued pursuant to the exercise of outstanding SVT Warrants will, when issued in accordance with its SVT Warrantsthe terms of the Arrangement or the Replacement Options, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (iv) There are no outstanding obligations of SVT or its Subsidiaries, contractual or otherwise, to repurchase, redeem or otherwise acquire any SVT Shares or any shares of its Subsidiaries. No Subsidiary of SVT owns any SVT Eldorado Shares. (v) No Governmental Order ceasing or suspending trading in securities of SVT nor prohibiting the sale of such securities has been issued and is outstanding against SVT or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of SVT Bullion consists of an unlimited number 100,000,000 Bullion Shares and 10,000,000 shares of SVT Sharespreferred stock of a par value of $0.001 per share. As at the date of this Agreement there are: (Ay) 254,358,411 SVT 39,360,518 Bullion Shares validly issued and outstanding as fully-paid and non-assessable shares of SVT; (B) outstanding SVT Options providing for the issuance of 5,000,000 SVT Shares upon the exercise thereofBullion and nil preferred shares issued and outstanding; and (Cz) outstanding SVT Bullion Warrants providing for the issuance of 17,993,268 SVT 2,500,000 Bullion Shares upon the exercise thereof. . (ii) The terms of the SVT Options and SVT Warrants (including exercise price) are disclosed in Schedule “C”, Section (g)(i) to the SVT Disclosure Letter. Except as disclosed in Schedule “C”, Section (g)(i) of the SVT Disclosure Letter (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of SVT or its Subsidiaries to issue or sell any shares of SVT or 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 SVT or its Subsidiaries, and (y) no Person is entitled to any pre-emptive or other similar right granted by SVT or its Subsidiaries. The SVT Bullion Shares are listed quoted on the CSEOTCQB and the Frankfurt Stock Exchange, and are not listed or quoted on any market, stock exchange, over-the-counter market or quotation system other than the CSEOTCQB and the Frankfurt Stock Exchange. (iiiii) Schedule “C”, Section (g)(ii4.1(g)(iii) of to the SVT Bullion Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT Options Bullion Warrants and the number, class or series of shares, exercise prices, vesting schedules (including acceleration terms, if any) prices and expiration dates of each grant to such holders. All SVT Bullion Shares that may be issued pursuant to the exercise of outstanding SVT Options Bullion Warrants will, when issued in accordance with the terms of such SVT Options, the Bullion Warrants be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (iii) Schedule “C”of, Section (g)(iii) of the SVT Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT Warrants and the number, exercise prices and expiration dates of each grant to such holders. All SVT Shares that may be issued pursuant to the exercise of outstanding SVT Warrants will, when issued in accordance with its SVT Warrants, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (iv) There are no outstanding contractual obligations of SVT Bullion or any of its Subsidiaries, contractual or otherwise, Subsidiaries (i) to repurchase, redeem or otherwise acquire any SVT Shares Bullion capital stock or capital stock of any of its Subsidiaries, voting securities of, or any other equity interests in Bullion or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of Bullion capital stock, or any voting securities of, or any other equity interests in Bullion or any of its Subsidiaries. No Subsidiary Subsidiaries or (ii) pursuant to which Bullion or any of SVT owns any SVT Sharesits Subsidiaries is or could be required to register shares of Bullion capital stock or other securities under the Securities Act. (v) Except as set forth in Subsection 4.1(g)(i) or Schedule 4.1(g)(v) to the Bullion Disclosure Letter, none of Bullion and its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock- based performance units, commitments or agreements of any character (A) calling for the purchase, transfer or issuance of, or the payment of any amount based on, any Bullion capital stock or capital stock of any of its Subsidiaries, voting securities of or any other equity interests in Bullion or any securities representing the right to purchase or otherwise receive any Bullion Shares, voting securities of or other equity interests in Bullion or its Subsidiaries, (B) obligating Bullion or any of its Subsidiaries to issue, grant, extend or enter into any such subscription, option, warrant, call, right, convertible or exchangeable security, “phantom” stock right, stock appreciation right, stock-based performance unit, commitment or agreement or (C) giving any Person the right to receive any economic benefit or right similar to, or derived from, the economic benefits and rights accruing to holders of capital stock of, or other equity interests in, Bullion or any of its Subsidiaries. (vi) There are no voting trusts or other agreements or understandings to which Bullion or any of its Subsidiaries is a party relating to the voting of any Bullion capital stock, or any voting securities of or any equity interests in Bullion or any of its Subsidiaries. (vii) No Governmental Order order ceasing or suspending trading in securities of SVT Bullion nor prohibiting the sale of such securities has been issued and is outstanding against SVT Bullion or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of SVT VAALCO consists of an unlimited number (x) as of SVT the date of this Agreement, 100,000,000 VAALCO Shares, par value $0.10 per share and 500,000 shares of preferred stock, par value $25.00 per share and (y) as of the Effective Time, 160,000,000 VAALCO Shares, par value $0.10 per share and 500,000 shares of preferred stock, par value $25.00 per share. As at of the date of this Agreement there are: (A) 254,358,411 SVT 70,886,171 VAALCO Shares validly issued and outstanding as fully-paid and non-assessable shares of SVTVAALCO, of which 11,057,521 are treasury shares and 760,545 are unvested VAALCO Shares that are subject to forfeiture; (B) no shares of preferred stock issued or outstanding; (C) (1) 7,628,161 VAALCO Shares reserved for issuance pursuant to VAALCO restricted stock units and options to purchase VAALCO Shares, and (2) zero VAALCO Shares underlying VAALCO stock appreciation rights. All outstanding SVT Options providing for VAALCO Shares have been, and all VAALCO Shares issuable upon the exercise or vesting of the VAALCO restricted stock units and options to purchase VAALCO Shares and VAALCO stock appreciation rights, as the case may be, in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable shares of VAALCO and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights. Except in connection with the issuance of 5,000,000 SVT Consideration Shares upon the exercise thereof; as contemplated by this Agreement, and (C) outstanding SVT Warrants providing for the issuance of 17,993,268 SVT Shares upon the exercise thereof. The terms of the SVT Options VAALCO restricted stock units and SVT Warrants (including exercise price) are disclosed options to purchase VAALCO Shares, and VAALCO stock appreciation rights referred to in Schedule “C”this Section 4.1(g)(i), Section (g)(i) to the SVT Disclosure Letter. Except as disclosed in Schedule “C”, Section (g)(i) of the SVT Disclosure Letter (x) there are no issued, outstanding or authorized options, warrants, conversion privileges, calls calls, or pre-emptive, redemption, repurchase, stock appreciation or other rights, shareholder rights plans, agreements, arrangements, commitments, commitments or obligations of SVT VAALCO or any of its Subsidiaries to issue or sell any shares in the capital of SVT VAALCO or shares, partnership interests or other equity interests 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 or subscribe for any shares in the capital of SVT VAALCO or its Subsidiariesshares, and (y) no Person is entitled to any pre-emptive partnership interests or other similar right granted by SVT equity interests of any of its Subsidiaries or its Subsidiaries. The SVT Shares are listed the value of which is based on the CSE, value of the securities of VAALCO or any of its Subsidiaries and are not listed or quoted on any market other than the CSE. (ii) Schedule “C”VAALCO Incentive Plans, Section (g)(ii) of the SVT Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT 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 SVT Shares that may be issued pursuant to the exercise of outstanding SVT Options will, when issued in accordance with the terms of such SVT Options, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (iii) Schedule “C”, Section (g)(iii) of the SVT Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT Warrants and the number, exercise prices and expiration dates of each grant to such holders. All SVT Shares that may be issued pursuant to the exercise of outstanding SVT Warrants will, when issued in accordance with its SVT Warrants, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (iv) There there are no outstanding obligations of SVT equity or its Subsidiaries, contractual or otherwise, to repurchase, redeem or otherwise acquire any SVT Shares or any shares of its Subsidiaries. No Subsidiary of SVT owns any SVT Sharessecurity based compensation arrangements maintained by VAALCO. (v) No Governmental Order ceasing or suspending trading in securities of SVT nor prohibiting the sale of such securities has been issued and is outstanding against SVT or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of SVT GCC consists of an unlimited number of SVT GCC Shares. As at the date of this Agreement Agreement, there arewere: (A) 254,358,411 SVT 60,513,035 GCC Shares validly issued and outstanding as fully-paid and non-non- assessable shares of SVTGCC; (B) outstanding SVT GCC Options providing for the issuance of 5,000,000 SVT 6,094,700 GCC Shares upon the exercise thereof; and (C) outstanding SVT GCC Warrants providing for the issuance of 17,993,268 SVT 37,041,175 GCC Shares upon the exercise thereof. The terms of Except for the SVT GCC Options and SVT the GCC Warrants (including exercise price) are referred to in this Subsection 4.1(h)(i), or as otherwise disclosed in Schedule “C”, Section (g)(i) to the SVT Disclosure Letter. Except GCC Public Documents or as otherwise disclosed in Schedule “C”, Section (g)(i) of the SVT Disclosure Letter (x) 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 SVT GCC or its Subsidiaries to issue or sell any shares of SVT GCC or 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 SVT GCC or its Subsidiaries, and (y) there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of GCC or its Subsidiaries based upon the book value, income or any other attribute of GCC or its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by SVT GCC or its Subsidiaries. The SVT GCC Shares are listed or quoted, as applicable, on the CSE, TSX-V and the Frankfurt Stock Exchange and are not listed or quoted on any market other than the CSETSX-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 no such event shall result in a Material Adverse Effect on GCC. (ii) Schedule “C”There are no outstanding contractual obligations of GCC to repurchase, Section redeem or otherwise acquire any GCC Shares. (g)(iiiii) No order ceasing or suspending trading in securities of GCC or prohibiting the SVT Disclosure Letter sets forthsale of such securities has been issued and is outstanding against GCC or its directors, as of the date hereofofficers or promoters, the holders of all outstanding SVT Options and the numberand, class or series of shares, exercise prices, vesting schedules (including acceleration terms, if any) and expiration dates of each grant to such holders. All SVT Shares that may be issued pursuant to the exercise knowledge of outstanding SVT Options GCC, no proceedings for that purpose have been instituted or are pending, contemplated or threatened under any Securities Laws or by any other regulatory authority. (iv) All Consideration Shares will, when issued in accordance with the terms of such SVT Optionsthe Arrangement, be duly authorizedand all GCC Shares will, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (iii) Schedule “C”, Section (g)(iii) of the SVT Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT Warrants and the number, exercise prices and expiration dates of each grant to such holders. All SVT Shares that may be when issued pursuant to the exercise of outstanding SVT Warrants will, when issued in accordance with its SVT CNM Options or CNM Warrants, be duly authorized, validly issued, fully-paid and non-assessable and are not GCC Shares and will not be subject to or issued in violation of any pre-emptive rights. (iv) There are no outstanding obligations of SVT or its Subsidiaries, contractual or otherwise, to repurchase, redeem or otherwise acquire any SVT Shares or any shares of its Subsidiaries. No Subsidiary of SVT owns any SVT Sharescompliance with all applicable Laws. (v) No Governmental Order ceasing All GCC Shares, GCC Options, GCC Warrants or suspending trading in any other currently outstanding securities of SVT nor prohibiting the sale of such securities has GCC have been issued and is outstanding against SVT or its directors, officers or promotersin compliance with all applicable Securities Laws.

Capitalization and Listing. (i) The authorized share capital As of SVT consists of an unlimited number of SVT Shares. As at the date of this Agreement Agreement, there are: (A) 254,358,411 SVT 78,219,653 Flutter Shares (excluding any shares held in treasury) validly issued and outstanding as fully-paid and non-assessable shares of SVTFlutter; (B) outstanding SVT Flutter Options providing for the issuance of 5,000,000 SVT 1,315,219 Flutter Shares upon the exercise thereof; and (C) outstanding SVT Warrants Flutter RSUs providing for the issuance of 17,993,268 SVT 115,917 Flutter Shares upon the exercise settlement thereof. The Except for the Flutter Options and Flutter RSUs referred to in this Section 4.1(g)(i) or pursuant to the terms of the SVT Options and SVT Warrants (including exercise price) are disclosed in Schedule “C”, any Contract or other event or arrangement listed on Section (g)(i) to the SVT Disclosure Letter. Except as disclosed in Schedule “C”, Section (g)(i4.1(g)(i) of the SVT Flutter Disclosure Letter (x) Letter, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, pooling or voting trusts, agreements, arrangements, commitments, commitments or obligations of SVT Flutter or any of its Subsidiaries to issue or sell any shares of SVT Flutter 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 SVT Flutter or any of its SubsidiariesSubsidiaries and other than the Flutter Employee Share Plans, and (y) there are no equity or security based compensation arrangements maintained by Flutter. No Person is entitled to any pre-emptive or other similar right granted by SVT Flutter or any of its Subsidiaries. The SVT Shares are listed on the CSE, and are not listed or quoted on any market other than the CSE. (ii) Schedule “C”, Section (g)(ii) of the SVT Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT 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 SVT Flutter Shares that may be issued pursuant to the exercise or settlement, as applicable, of outstanding SVT Flutter Options and Flutter RSUs will, when issued in accordance with the terms of such SVT Optionsthe Flutter Options and Flutter RSUs, as applicable, be duly authorized, validly issued, issued and fully-paid and non-assessable and are not and will not be subject to or issued in violation of of, any pre-emptive rights. (iii) Schedule “C”, Section (g)(iii) . The Flutter Shares have a listing on the premium listing segment of the SVT Disclosure Letter sets forth, as Official List of the date hereof, FCA and a secondary listing on the holders Official List of all outstanding SVT Warrants Euronext Dublin and are traded on the LSE’s main market for listed securities and the number, exercise prices and expiration dates of each grant to such holders. All SVT Shares that may be issued pursuant to the exercise of outstanding SVT Warrants will, when issued in accordance with its SVT Warrants, be duly authorized, validly issued, fully-paid and non-assessable Euronext Dublin Market and are not and will not be subject to not, with the consent of Flutter, listed or issued in violation of any pre-emptive rightstraded elsewhere. (iv) There are no outstanding obligations of SVT or its Subsidiaries, contractual or otherwise, to repurchase, redeem or otherwise acquire any SVT Shares or any shares of its Subsidiaries. No Subsidiary of SVT owns any SVT Shares. (v) No Governmental Order ceasing or suspending trading in securities of SVT nor prohibiting the sale of such securities has been issued and is outstanding against SVT or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of SVT Goldrock consists of an unlimited number of SVT Goldrock Shares. As at the date of this Agreement there are: (A) 254,358,411 SVT 102,584,918 Goldrock Shares validly issued and outstanding as fully-paid and non-assessable shares of SVTGoldrock; (B) 6,080,000 outstanding SVT Goldrock Options providing for the issuance of 5,000,000 SVT 6,080,000 Goldrock Shares upon the exercise thereof; and (C) nil outstanding SVT Goldrock RSUs providing for the issuance of nil Goldrock Shares upon the vesting thereof; and (D) 11,560,000 outstanding Goldrock Warrants providing for the issuance of 17,993,268 SVT 11,560,000 Goldrock Shares at a price of $0.80 per Goldrock Share upon the exercise thereof. The terms of Except for the SVT Options and SVT Warrants (including exercise price) are disclosed in Schedule “C”Shareholder Rights Plan, Section (g)(i) to the SVT Disclosure Letter. Except as disclosed in Schedule “C”, Section (g)(i) of the SVT Disclosure Letter (x) there are no other options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of SVT Goldrock or its any of the Goldrock Subsidiaries to issue or sell any shares of SVT Goldrock or its of any of 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 SVT Goldrock or its any of the Goldrock Subsidiaries, and (y) there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Goldrock or any of the Goldrock Subsidiaries based upon the book value, income or any other attribute of Goldrock or any of the Goldrock Subsidiaries. No Person is entitled to any pre-emptive or other similar right granted by SVT Goldrock or its any of the Goldrock Subsidiaries. The SVT Goldrock Shares are listed on the CSE, TSX-V and are not listed or quoted on any market other than the CSEmarket. (ii) Schedule “C”, Section (g)(ii3.1(g)(ii) of to the SVT Goldrock Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT Goldrock Options and Goldrock Warrants and full details with respect to all such securities (including, where applicable, the number, class or series of shares, exercise prices, prices and vesting schedules (including acceleration terms, if any) and expiration dates of each grant to such holderssecurities). All SVT Goldrock Shares that may be issued pursuant to the exercise or vesting, as applicable, of outstanding SVT Goldrock Options and Goldrock Warrants will, when issued in accordance with the terms of such SVT Optionsthereof, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of of, any pre-emptive rights. In addition, Goldrock has provided Fortuna with copies of the Goldrock Option Plan and the Goldrock Warrants. (iii) Schedule “C”, Section (g)(iii) of the SVT Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT Warrants and the number, exercise prices and expiration dates of each grant to such holders. All SVT Shares that may be issued pursuant to the exercise of outstanding SVT Warrants will, when issued in accordance with its SVT Warrants, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (iv) There are no outstanding contractual obligations of SVT Goldrock or its Subsidiaries, contractual or otherwise, any of the Goldrock Subsidiaries to repurchase, redeem or otherwise acquire any SVT Goldrock Shares or any shares of its any of the Goldrock Subsidiaries. No Goldrock Subsidiary of SVT owns any SVT Goldrock Shares. (viv) No Governmental Order order ceasing or suspending trading in securities of SVT Goldrock nor prohibiting the sale of such securities has been issued and is outstanding against SVT Goldrock or its directors, officers or promoters.

Capitalization and Listing. (ia) The authorized share capital of SVT Metalla consists of an unlimited number of SVT Metalla Shares. As at the date of this Agreement there are: (A) 254,358,411 SVT 52,839,527 Metalla Shares validly issued and outstanding as fully-paid and non-assessable shares of SVTMetalla; (B) outstanding SVT Metalla Options providing for the issuance of 5,000,000 SVT 2,290,527 Metalla Shares upon the exercise thereof; and (C) outstanding SVT Warrants Metalla RSUs providing for the issuance of 17,993,268 SVT 553,850 Metalla Shares upon settlement thereof; and (D) the exercise Metalla Convertible Loan Facility providing for the issuance of such number Metalla Shares as applicable upon the conversion thereof. The terms of Other than the SVT Options Metalla Options, Metalla RSUs and SVT Warrants (including exercise price) are disclosed in Schedule “C”the Metalla Convertible Loan Facility, Section (g)(i) to the SVT Disclosure Letter. Except as disclosed in Schedule “C”, Section (g)(i) of the SVT Disclosure Letter (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of SVT Metalla or any of its Subsidiaries to issue or sell any shares of SVT Metalla 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 SVT Metalla or any of its Subsidiaries, and (y) there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Metalla or any of its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by SVT Metalla or any of its Subsidiaries. The SVT Shares are listed on the CSE, and are not listed or quoted on any market other than the CSE. (iib) Schedule “C”, Section (g)(ii) of All Metalla Shares comprising the SVT Disclosure Letter sets forth, as of Consideration and underlying the date hereof, the holders of all outstanding SVT 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 SVT Shares that may be issued pursuant to the exercise of outstanding SVT Replacement Options will, when issued in accordance with the terms of such SVT Optionsthe Arrangement, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rightsMetalla Shares. (iii) Schedule “C”, Section (g)(iii) of the SVT Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding SVT Warrants and the number, exercise prices and expiration dates of each grant to such holders. All SVT Shares that may be issued pursuant to the exercise of outstanding SVT Warrants will, when issued in accordance with its SVT Warrants, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (ivc) There are no outstanding contractual obligations of SVT Metalla or any of its Subsidiaries, contractual or otherwise, Subsidiaries to repurchase, redeem or otherwise acquire any SVT Metalla Shares or any shares of any of its Subsidiaries. No Subsidiary of SVT Metalla owns any SVT Metalla Shares. (vd) No Governmental Order order ceasing or suspending trading in securities of SVT Metalla nor prohibiting the sale of such securities has been issued and is outstanding against SVT Metalla or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of SVT Whistler consists of an unlimited number of SVT SharesWhistler Shares and an unlimited number of preferred shares. As at of the date of this Agreement there are: are (A) 254,358,411 SVT 38,154,729 Whistler Shares validly issued and outstanding as fully-paid and non-assessable shares of SVTWhistler; (B) no preferred shares issued or outstanding; (C) 733,047 outstanding SVT Whistler Options providing for the issuance of 5,000,000 SVT up to 733,047 Whistler Shares upon the exercise thereof; and (CD) outstanding SVT Warrants providing for Whistler RSUs that will result in the issuance of 17,993,268 SVT up to 21,910 Whistler Shares upon the vesting thereof in accordance with the Whistler Omnibus Incentive Plan; and (E) Whistler Performance Awards that will result in the issuance of up to 148,132 Whistler Shares upon vesting in accordance with the Whistler Omnibus Incentive Plan. All outstanding Whistler Shares have been, and all Whistler Shares issuable upon the exercise thereofor vesting of rights under the Whistler Options, the Whistler RSUs and the Whistler Performance Awards in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. The terms of Except for the SVT Options Whistler Options, Whistler RSUs and SVT Warrants (including exercise price) are disclosed Whistler Performance Awards referred to in Schedule “C”, this Section (g)(i) to the SVT Disclosure Letter. Except as disclosed in Schedule “C”), Section (g)(i) of the SVT Disclosure Letter (x) there are no issued, outstanding or authorized options, warrants, conversion privileges, calls calls, or pre-emptive, redemption, repurchase, stock appreciation or other rights, shareholder rights plans, agreements, arrangements, commitments, commitments or obligations of SVT Whistler or any of its Subsidiaries to issue or sell any shares in the capital of SVT Whistler or shares, partnership interests or other equity interests 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 or subscribe for any shares in the capital of SVT Whistler or shares, partnership interests or other equity interests of any of its Subsidiaries or the value of which is based on the value of the securities of Whistler or any of its Subsidiaries, and (y) other than the Whistler Omnibus Incentive Plan, there are no equity or security based compensation arrangements maintained by Whistler. No Person is entitled to any pre-emptive or other similar right granted by SVT Whistler or any of its Subsidiaries. The SVT Shares are listed on the CSE, and are not listed or quoted on any market other than the CSE. (ii) Schedule “C”, Section (g)(ii) of the SVT The Whistler Disclosure Letter sets forthforth a schedule, as of the date hereof, the aggregating all outstanding grants to holders of all outstanding SVT Options Whistler Options, Whistler RSUs and Whistler Performance Awards and the number, class or series exercise price, date of sharesgrant, exercise pricesexpiration dates, vesting schedules (including acceleration termsand, if any) to the extent to which such securities are vested and expiration dates of each grant to exercisable, identifying whether such holders. All SVT Shares that vesting or exercise may be issued pursuant to accelerated as a result, either alone or together with another event or occurrence, of the exercise of outstanding SVT Options will, when issued in accordance with the terms Arrangement of such SVT OptionsWhistler Option, be duly authorized, validly issued, fully-paid Whistler RSU and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rightsWhistler Performance Award. (iii) Schedule “C”, Section (g)(iii) of the SVT Disclosure Letter sets forth, as As of the date hereof, the holders of all outstanding SVT Warrants and the number, exercise prices and expiration dates of each grant to such holders. All SVT Shares that may be issued pursuant to the exercise of outstanding SVT Warrants will, when issued in accordance with its SVT Warrants, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. (iv) There there are no outstanding obligations of SVT Whistler or any of its Subsidiaries, contractual or otherwise, Subsidiaries to repurchase, redeem or otherwise acquire any SVT Whistler Shares or any shares of, or partnership interests or other equity interests in, any of its Subsidiaries or, except as disclosed in the Whistler Disclosure Letter, qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of Whistler or any of its Subsidiaries. No Subsidiary of SVT Whistler owns any SVT Whistler Shares. (iv) All outstanding securities of Whistler have been issued in material compliance with all applicable Laws and any pre-emptive or similar rights applicable to them. (v) No Governmental Order ceasing The Whistler Employee Share Plans and the issuance of Whistler Shares under such plans (including all outstanding Whistler Options, Whistler RSUs and Whistler Performance Awards) have been recorded on Whistler’s financial statements in accordance with GAAP, and no such grants involved any “back dating,” “forward dating,” “spring loading” or suspending trading in similar practices. (vi) There are no issued, outstanding or authorized bonds, debentures or other evidences of indebtedness of Whistler or its Subsidiaries or any other agreements, arrangements, instruments or commitments of any kind outstanding giving any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with Whistler Shareholders on any matter. (vii) As of the date hereof, all dividends or distributions on securities of SVT nor prohibiting Whistler that have been declared or authorized have been paid in full. (viii) The Whistler Shares are listed and posted for trading on the sale of such securities has been issued and is outstanding against SVT or its directors, officers or promotersTSX.