Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. (i) The authorized share capital of Eurasian consists of an unlimited number of Eurasian Shares. As at the date of this Agreement there are: (A) 52,236,004 Eurasian Shares validly issued and outstanding as fully-paid and non-assessable shares of Eurasian; (B) Eurasian Options providing for the issuance of 4,102,867 Eurasian Shares upon the exercise thereof; and (C) Eurasian Warrants providing for the issuance of 13,103,587 Eurasian Shares upon the exercise thereof. The material terms of the Eurasian Options and the Eurasian Warrants (including exercise price) are disclosed in Schedule 4.3(g) to the Eurasian Disclosure Letter. Except for the securities referred to in this Subsection 4.3(g)(i), there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eurasian or any of its Subsidiaries to issue or sell any shares of Eurasian 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 Eurasian or any of its Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eurasian or any of its Subsidiaries based upon the book value, income or any other attribute of Eurasian or any of its Subsidiaries. (ii) The Eurasian Shares are listed on the TSX-V and the NYSE Amex LLC, and are not listed or quoted on any market, stock exchange, over-the-counter market or quotation system other than the TSX-V and the NYSE Amex LLC. (iii) There are no contractual obligations of Eurasian or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Eurasian Shares or any shares of any of its Subsidiaries. No Subsidiary of Eurasian owns any Eurasian Shares. (iv) No order ceasing or suspending trading in securities of Eurasian nor prohibiting the sale of such securities has been issued and is outstanding against Eurasian or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of Eurasian APM consists of an unlimited number of Eurasian APM Shares. As at the date of this Agreement there are: (A) 52,236,004 Eurasian 117,914,210 APM Shares validly issued and outstanding as fully-paid and non-assessable shares of EurasianAPM; (B) Eurasian outstanding APM Options providing for the issuance of 4,102,867 Eurasian 6,875,000 APM Shares upon the exercise thereof; and (C) Eurasian 13,904,284 outstanding APM Warrants providing for the issuance of 13,103,587 Eurasian 13,904,284 APM Shares upon the exercise thereof. The material terms of Other than the Eurasian APM Options and the Eurasian APM Warrants (including exercise price) are disclosed in Schedule 4.3(g) to the Eurasian Disclosure Letter. Except for the securities referred to in this Subsection 4.3(g)(i), there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eurasian APM or any of its APM Subsidiaries to issue or sell any shares of Eurasian APM or shares, partnership interests or other equity interests of any of its the APM 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 Eurasian APM or shares, partnership interests or other equity interests of any of its Subsidiariesthe APM Subsidiaries and other than the APM Stock Option Plan, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, security based compensation arrangements maintained by APM or commitments of Eurasian or any of its Subsidiaries based upon the book value, income or any other attribute of Eurasian or any of its APM Subsidiaries. (ii) The Eurasian Shares are listed on All securities issued in accordance with the TSX-V terms of this Agreement and the NYSE Amex LLCPlan of Arrangement, including any Consideration Shares, the Replacement Options and any APM Shares issuable upon conversion of the Replacement Options or any Constantine Warrants will, when issued in accordance with the terms thereof, as applicable, be duly authorized, validly issued, fully-paid and non-assessable and are not listed and will not be subject to, or quoted on issued in violation of, any market, stock exchange, overpre-the-counter market or quotation system other than the TSX-V and the NYSE Amex LLCemptive rights. (iii) There As of the date hereof, there are no contractual outstanding obligations of Eurasian APM or any of its the APM Subsidiaries to repurchase, redeem or otherwise acquire any Eurasian APM Shares or any shares of, or partnership interests or other equity interests in, any of the APM Subsidiaries, or qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of its APM or any of the APM Subsidiaries. No APM Subsidiary of Eurasian owns any Eurasian APM Shares. (iv) There are no outstanding contractual obligations of APM nor the APM Subsidiaries to repurchase, redeem or otherwise acquire any APM Shares. (v) No order ceasing or suspending trading in securities of Eurasian APM nor prohibiting the sale of such securities has been issued and is outstanding against Eurasian or APM or, to the knowledge of APM, its directors, officers or promoters. (vi) All outstanding APM Shares, APM Options and APM Warrants and all outstanding shares of capital stock, voting securities or other ownership interests, securities or interests in APM and the APM Subsidiaries have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (vii) The APM Stock Option Plan and the issuances of APM Shares under such plan have been recorded on APM’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices.

Capitalization and Listing. (i) The authorized share capital of Eurasian European Goldfields consists of an unlimited number of Eurasian European Goldfields Shares and an unlimited number of preferred shares (the “European Goldfields Preferred Shares”). As at the date of this Agreement there are: (A) 52,236,004 Eurasian 183,932,340 European Goldfields Shares validly issued and outstanding as fully-paid and non-assessable shares of EurasianEuropean Goldfields; (B) Eurasian no European Goldfields Preferred Shares; (C) outstanding European Goldfields Options providing for the issuance of 4,102,867 Eurasian 6,453,332 European Goldfields Shares upon the exercise thereof; (D) 1,954,146 European Goldfields RSUs including 500,000 European Goldfields Shares issuable upon the terms of certain European Goldfields RSUs having already been issued as joint owned equity awards pursuant to the European Goldfields XXX Plan; and (CE) Eurasian Warrants outstanding European Goldfields DPUs providing for the issuance payment of 13,103,587 Eurasian Shares upon cash equivalent to the exercise thereofvalue of 1,973,884 European Goldfields Shares. The material terms of the Eurasian European Goldfields Options and the Eurasian Warrants (including exercise price) ), European Goldfields RSUs and European Goldfields DPUs are disclosed in Schedule 4.3(g3.1(g)(i) to the Eurasian European Goldfields Disclosure Letter. Except for the securities European Goldfields Options, European Goldfields RSUs and European Goldfields DPUs referred to in this Subsection 4.3(g)(i), 3.1(g)(i): (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eurasian European Goldfields or any of its Subsidiaries to issue or sell any shares of Eurasian European Goldfields 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 Eurasian European Goldfields or any of its Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eurasian European Goldfields or any of its Subsidiaries based upon the book value, income or any other attribute of Eurasian European Goldfields or any of its Subsidiaries. ; and (iiy) no Person is entitled to any pre-emptive or other similar right granted by European Goldfields or any of its Subsidiaries. The Eurasian European Goldfields Shares are listed on the TSX-V TSX and the NYSE Amex LLC, AIM and are not listed or quoted on any other market. (ii) Schedule 3.1(g)(ii) to the European Goldfields Disclosure Letter sets forth, stock exchangeas of the date hereof, overthe holders of all outstanding European Goldfields Options and European Goldfields RSUs and full details with respect to all such securities (including, where applicable, the number, exercise prices and expiration dates of each grant to such holders). All European Goldfields Shares that may be issued pursuant to the exercise of outstanding European Goldfields Options and European Goldfields RSUs will, when issued in accordance with the terms thereof, be duly authorized, validly issued, fully-thepaid and non-counter market assessable and are not and will not be subject to or quotation system other than issued in violation of, any pre-emptive rights. In addition, European Goldfields has provided Eldorado with a copy of the TSX-V current plan or agreement governing the terms of the European Goldfields Options, European Goldfields RSUs and the NYSE Amex LLCEuropean Goldfields DPUs. (iii) There are no outstanding contractual obligations of Eurasian European Goldfields or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Eurasian European Goldfields Shares or any shares of any of its Subsidiaries. No Subsidiary of Eurasian European Goldfields owns any Eurasian European Goldfields Shares. (iv) No order ceasing or suspending trading in securities of Eurasian European Goldfields nor prohibiting the sale of such securities has been issued and is outstanding against Eurasian European Goldfields or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of Eurasian Hudbay consists of an unlimited number of Eurasian SharesHudbay Shares and an unlimited number of preference shares. As at the date close of this Agreement business on April 11, 2023, there arewere: (A) 52,236,004 Eurasian 262,053,610 Hudbay Shares validly issued and outstanding as fully-paid and non-assessable shares of EurasianHudbay; (B) Eurasian Options no preference shares issued and outstanding; (C) 1,856,764.881241 outstanding restricted share units providing for the issuance of 4,102,867 Eurasian up to 1,856,764 Hudbay Shares upon the settlement thereof; (D) 1,171,020.317487 outstanding performance share units providing for the issuance of up to 1,171,020 Hudbay Shares upon the settlement thereof; and (E) 2,269,441 outstanding options to acquire Hudbay Shares providing for the issuance of up to 2,269,441 Hudbay Shares upon the exercise thereof; and (C) Eurasian Warrants providing for the issuance of 13,103,587 Eurasian Shares upon the exercise thereof. The material terms of the Eurasian Options and the Eurasian Warrants (including exercise price) are disclosed in Schedule 4.3(g) to the Eurasian Disclosure Letter. Except for the securities referred to in this Subsection 4.3(g)(iSection 4.1(g)(i), (1) there are no other options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eurasian Hudbay or any of its Subsidiaries requiring any of them to issue or sell any shares or other securities of Eurasian Hudbay or of any of its Subsidiaries Subsidiaries, or any securities or obligations of any kind convertible into, exchangeable for or exercisable for, or otherwise carrying or evidencing the right or obligation to acquire any shares securities of Eurasian Hudbay (including Hudbay Shares) or any Subsidiary of its SubsidiariesHudbay, and there are (2) except as disclosed in the Hudbay Public Documents, no outstanding stock appreciation rights, phantom equity Person is entitled to any pre-emptive or other similar rights, agreements, arrangements or commitments of Eurasian or any of its Subsidiaries based upon the book value, income or any other attribute of Eurasian right granted by Hudbay or any of its Subsidiaries. (ii) The Eurasian Shares are listed on the TSX-V and the NYSE Amex LLC, and are not listed or quoted on any market, stock exchange, over-the-counter market or quotation system other than the TSX-V and the NYSE Amex LLC. (iii) There are no outstanding contractual obligations of Eurasian Hudbay or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Eurasian Hudbay Shares or any shares of any of its Subsidiaries, or qualify securities for public distribution in Canada or elsewhere, or with respect to the, voting or disposition of any securities of Hudbay or any of its Subsidiaries. No Subsidiary of Eurasian Hudbay owns any Eurasian Hudbay Shares, (iii) All outstanding securities of Hudbay have been issued in material compliance with all applicable Laws and any pre-emptive or similar rights applicable to them. (iv) No order ceasing There are no outstanding bonds, debentures or suspending trading in other evidences of indebtedness of Hudbay or any of its Subsidiaries, or any other agreements, arrangements, instruments or commitments of any kind giving any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with the holders of the Hudbay Shares on any matters, except for the securities of Eurasian nor prohibiting Hudbay referred to in Section 4.1(g)(i). (v) All Consideration Shares will be issued in compliance with all applicable Securities Laws and, when issued in accordance with the sale terms of the Arrangement, be duly authorized, validly issued, fully-paid and non-assessable Hudbay Shares, free and clear of all Liens (other than Liens created by the holders thereof on issuance). (vi) All Hudbay Replacement Options will be issued in compliance with all applicable Securities Laws and, when exercised in accordance with all applicable Law (including applicable Securities Laws), all Hudbay Shares issued on such securities has been issued exercise shall be duly authorized, validly issued, fully-paid and is outstanding against Eurasian or its directorsnon-assessable Hudbay Shares, officers or promotersfree and clear of all Liens (other than Liens created by the holders thereof on issuance).

Capitalization and Listing. (ia) The authorized share capital of Eurasian Sulliden consists of an unlimited number of Eurasian Sulliden Shares. As at the date of this Agreement there are: (A) 52,236,004 Eurasian 315,427,332 Sulliden Shares validly issued and outstanding as fully-paid and non-assessable shares of EurasianSulliden; (B) Eurasian Options 21,435,900 outstanding Sulliden Options, with each Sulliden Option providing for the issuance of 4,102,867 Eurasian Shares one (1) Sulliden Share upon the exercise thereof; and (C) Eurasian Warrants 18,876,404 Sulliden Warrants, with each Sulliden Warrant providing for the issuance of 13,103,587 Eurasian Shares one (1) Sulliden Share upon the exercise thereof; (D) 750,000 Sulliden DSUs; and (E) 2,510,010 Sulliden RSUs. The material terms of Other than the Eurasian Options Sulliden Options, the Sulliden Warrants and the Eurasian Warrants (including exercise price) are disclosed in Schedule 4.3(g) to the Eurasian Disclosure Letter. Except for the securities referred to in this Subsection 4.3(g)(i)Sulliden RSUs, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eurasian Sulliden or any of its Subsidiaries or affiliates to issue or sell any shares of Eurasian 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 Eurasian Sulliden or any of its SubsidiariesSubsidiaries or affiliates, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eurasian Sulliden or any of its Subsidiaries based upon the book valueor affiliates, income and no Person is entitled to any pre-emptive or any other attribute of Eurasian similar right granted by Sulliden or any of its Subsidiaries. Sulliden is the registered and beneficial owner of all of the outstanding securities of SpinCo as of the date hereof. (iib) The Eurasian Shares are listed on Schedule "B" to the TSX-V Sulliden Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Sulliden Options and the NYSE Amex LLCnumber, exercise prices and expiration dates of each grant to such holders. Schedule "C" to the Sulliden Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Sulliden DSUs and Sulliden RSUs and the dates of each grant to such holders. All Sulliden Shares that may be issued pursuant to the exercise of outstanding Sulliden Options and the Sulliden RSUs will, when issued in accordance with the terms of the Sulliden Options and Sulliden RSUs, as the case may be, be duly authorized, validly issued, fully-paid and non- assessable and are not listed and will not be subject to or quoted on issued in violation of, any market, stock exchange, over-the-counter market or quotation system other than the TSX-V and the NYSE Amex LLCpre- emptive rights. (iiic) There Other than as contemplated under this Agreement, there are no outstanding contractual obligations of Eurasian Sulliden or any of its Subsidiaries or affiliates to repurchase, redeem or otherwise acquire any Eurasian Sulliden Shares or any shares of any of its SubsidiariesSubsidiaries or affiliates. No Subsidiary of Eurasian Sulliden owns any Eurasian Sulliden Shares. (iv) No order ceasing or suspending trading in securities of Eurasian nor prohibiting the sale of such securities has been issued and is outstanding against Eurasian or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of Eurasian HSE consists of an unlimited number of Eurasian SharesHSE Shares and an unlimited number of preferred shares. As at the date of this Agreement there are no preferred shares issued and outstanding and there are: (A) 52,236,004 Eurasian 39,433,207 HSE Shares validly issued and outstanding as fully-paid and non-assessable shares of EurasianHSE; (B) Eurasian outstanding HSE Options providing for the issuance of 4,102,867 Eurasian 2,012,000 HSE Shares upon the exercise thereof; and (C) Eurasian Warrants outstanding $1,655,000 principal amount HSE Debentures providing for the issuance of 13,103,587 Eurasian 3,310,000 HSE Shares upon the exercise conversion thereof; and (D) nil rights to purchase HSE Shares under the HSE Shareholder Rights Plan. The material terms of the Eurasian HSE Options and the Eurasian Warrants (including exercise priceexercises prices) and HSE Debentures are disclosed in Schedule 4.3(g3.1(g)(i) to the Eurasian HSE Disclosure Letter. Except for the securities referred to in this Subsection 4.3(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 Eurasian HSE or any of its Subsidiaries to issue or sell any shares of Eurasian 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 Eurasian HSE or any of its Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eurasian HSE or any of its Subsidiaries based upon the book value, income or any other attribute of Eurasian HSE or any of its Subsidiaries. (ii) , and no Person is entitled to any pre-emptive or other similar right granted by HSE or any of its Subsidiaries. The Eurasian HSE Shares are listed on the TSX-V and the NYSE Amex LLC, and are not listed or quoted on any market, stock exchange, over-the-counter market or quotation system other than the TSX-V . (ii) Schedule 3.1(g)(ii) to the HSE Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding HSE Options and HSE Debentures, the NYSE Amex LLCrespective amounts of HSE Options and HSE Debentures held by such holders and, with respect to the HSE Options, the exercise prices and expiration dates of each grant to such holders. (iii) There are no outstanding contractual obligations of Eurasian HSE or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Eurasian HSE Shares or any shares of any of its Subsidiaries. No Subsidiary of Eurasian HSE owns any Eurasian HSE Shares. (iv) No order ceasing or suspending trading in securities of Eurasian HSE nor prohibiting the sale of such securities has been issued and is outstanding against Eurasian HSE, nor to the knowledge of HSE are any of its directors or its directorsofficers subject to any order prohibiting them from trading in any securities of HSE. To the knowledge of HSE, officers HSE is not the subject of any investigation, enquiry or promotersproceeding of any kind initiated by any securities regulatory authority or stock exchange or quotation system.

Capitalization and Listing. (i) The authorized share capital of Eurasian European Goldfields consists of an unlimited number of Eurasian European Goldfields Shares and an unlimited number of preferred shares (the “European Goldfields Preferred Shares”). As at the date of this Agreement there are: (A) 52,236,004 Eurasian 183,932,340 European Goldfields Shares validly issued and outstanding as fully-paid and non-assessable shares of EurasianEuropean Goldfields; (B) Eurasian no European Goldfields Preferred Shares; (C) outstanding European Goldfields Options providing for the issuance of 4,102,867 Eurasian 5,544,998 European Goldfields Shares upon the exercise thereof; (D) 2,058,884 European Goldfields RSUs including 500,000 European Goldfields Shares issuable upon the terms of certain European Goldfields RSUs having already been issued as joint owned equity awards pursuant to the European Goldfields XXX Plan; and (CE) Eurasian Warrants outstanding European Goldfields DPUs providing for the issuance payment of 13,103,587 Eurasian Shares upon cash equivalent to the exercise thereofvalue of 1,936,385 European Goldfields Shares. The material terms of the Eurasian European Goldfields Options and the Eurasian Warrants (including exercise price) ), European Goldfields RSUs and European Goldfields DPUs are disclosed in Schedule 4.3(g3.1(g)(i) to the Eurasian European Goldfields Disclosure Letter. Except for the securities European Goldfields Options, European Goldfields RSUs and European Goldfields DPUs referred to in this Subsection 4.3(g)(i), 3.1(g)(i): (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eurasian European Goldfields or any of its Subsidiaries to issue or sell any shares of Eurasian European Goldfields 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 Eurasian European Goldfields or any of its Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eurasian European Goldfields or any of its Subsidiaries based upon the book value, income or any other attribute of Eurasian European Goldfields or any of its Subsidiaries. ; and (iiy) no Person is entitled to any pre-emptive or other similar right granted by European Goldfields or any of its Subsidiaries. The Eurasian European Goldfields Shares are listed on the TSX-V TSX and the NYSE Amex LLC, AIM and are not listed or quoted on any other market. (ii) Schedule 3.1(g)(ii) to the European Goldfields Disclosure Letter sets forth, stock exchangeas of the date hereof, overthe holders of all outstanding European Goldfields Options and European Goldfields RSUs and full details with respect to all such securities (including, where applicable, the number, exercise prices and expiration dates of each grant to such holders). All European Goldfields Shares that may be issued pursuant to the exercise of outstanding European Goldfields Options and European Goldfields RSUs will, when issued in accordance with the terms thereof, be duly authorized, validly issued, fully-thepaid and non-counter market assessable and are not and will not be subject to or quotation system other than issued in violation of, any pre-emptive rights. In addition, European Goldfields has provided Eldorado with a copy of the TSX-V current plan or agreement governing the terms of the European Goldfields Options, European Goldfields RSUs and the NYSE Amex LLCEuropean Goldfields DPUs. (iii) There are no outstanding contractual obligations of Eurasian European Goldfields or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Eurasian European Goldfields Shares or any shares of any of its Subsidiaries. No Subsidiary of Eurasian European Goldfields owns any Eurasian European Goldfields Shares. (iv) No order ceasing or suspending trading in securities of Eurasian European Goldfields nor prohibiting the sale of such securities has been issued and is outstanding against Eurasian European Goldfields or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of Eurasian Red Back consists of an unlimited number of Eurasian Red Back Shares. As at the date of this Agreement there are: (A) 52,236,004 Eurasian 256,801,885 Red Back Shares validly issued and outstanding as fully-paid and non-assessable shares of EurasianRed Back; and (B) Eurasian outstanding Red Back Options providing for the issuance of 4,102,867 Eurasian Shares upon the exercise thereof; and (C) Eurasian Warrants providing for the issuance of 13,103,587 Eurasian 6,191,336 Red Back Shares upon the exercise thereof. The material terms of the Eurasian Red Back Options and the Eurasian Warrants (including exercise price) are disclosed in Schedule 4.3(g3.1(g) to the Eurasian Red Back Disclosure Letter. Except for the securities Red Back Options referred to in this Subsection 4.3(g)(i)Section 3.1(g)(i) and the right of the Ghanian government to acquire a 10% equity interest in Chirano Gold Mines Limited, (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eurasian Red Back or any of its Subsidiaries to issue or sell any shares of Eurasian Red Back 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 Eurasian Red Back or any of its Subsidiaries, and other than Red Back SARs and Red Back DSUs, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eurasian Red Back or any of its Subsidiaries based upon the book value, income or any other attribute of Eurasian Red Back or any of its Subsidiaries. , and (iiy) except for the pre-emptive rights granted to Kinross under the Subscription Agreement, no Person is entitled to any pre-emptive or other similar right granted by Red Back or any of its Subsidiaries. The Eurasian Red Back Shares are listed on the TSX-V and the NYSE Amex LLC, and are not listed or quoted on any market, stock exchange, over-the-counter market or quotation system other than the TSX-V . (ii) Schedule 3.1(g) to the Red Back Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Red Back Options and the NYSE Amex LLCnumber, exercise prices and expiration dates of each grant to such holders. All Red Back Shares that may be issued pursuant to the exercise of outstanding Red Back Options will, when issued in accordance with the terms of the Red Back 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. (iii) There are no outstanding contractual obligations of Eurasian Red Back or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Eurasian Red Back Shares or any shares of any of its Subsidiaries. No Subsidiary of Eurasian Red Back owns any Eurasian Red Back Shares. (iv) No order ceasing or suspending trading in securities of Eurasian Red Back nor prohibiting the sale of such securities has been issued and is outstanding against Eurasian Red Back or its directors, officers or promoters.

Capitalization and Listing. (i) The authorized share capital of Eurasian Kinross consists of an unlimited number of Eurasian Kinross Shares. As at the date of this Agreement June 30, 2010 there arewere: (A) 52,236,004 Eurasian 703,865,358 Kinross Shares validly issued and outstanding as fully-paid and non-assessable shares of EurasianKinross; (B) Eurasian Options outstanding options providing for the issuance of 4,102,867 Eurasian 8,651,165 Kinross Shares upon the exercise thereof; and (C) Eurasian Warrants warrants to purchase 24,503,863 Kinross Shares, (D) restricted share units and restricted performance share units providing for the issuance of 13,103,587 Eurasian 2,443,229 Kinross Shares upon the exercise thereof. The material terms of thereof and (E) rights to purchase Kinross Shares under the Eurasian Options and the Eurasian Warrants (including exercise price) are disclosed in Schedule 4.3(g) to the Eurasian Disclosure LetterKinross shareholder rights plan. Except for the securities referred to in this Subsection 4.3(g)(iSection 4.1(g)(i), there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eurasian Kinross or any of its Subsidiaries to issue or sell any shares of Eurasian 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 Eurasian 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 Eurasian Kinross or any of its Subsidiaries based upon the book value, income or any other attribute of Eurasian Kinross or any of its Subsidiaries. (ii) The Eurasian , and no Person is entitled to any pre-emptive or other similar right granted by Kinross or any of its Subsidiaries. Kinross Shares are listed on the TSX-V TSX and the NYSE Amex LLCNYSE, and are not listed or quoted on any market, stock exchange, over-the-counter market or quotation system other than the TSX-V TSX and the NYSE Amex LLCNYSE. (ii) All Kinross Shares that may be issued pursuant to the exercise of outstanding Kinross options, restricted share units and restricted performance share units will, when issued in accordance with the terms of such securities, 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. (iii) There are no outstanding contractual obligations of Eurasian Kinross or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Eurasian Kinross Shares or any shares of any of its Subsidiaries. No Subsidiary of Eurasian Kinross owns any Eurasian Kinross Shares. (iv) No order ceasing or suspending trading in securities of Eurasian Kinross nor prohibiting the sale of such securities has been issued and is outstanding against Eurasian or Kinross or, its directors, officers or promoters. (v) All Consideration Shares, Warrant Shares and Option Shares will, when issued in accordance with the terms of the Arrangement or on exercise of the Warrants or the Replacement Options, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable Kinross Shares.

Capitalization and Listing. (i) The authorized share capital of Eurasian MKS consists of an unlimited number of Eurasian MKS Common Shares and an unlimited number of MKS Preferred Shares. As at the date of this Agreement there are: (A) 52,236,004 Eurasian 10,389,180 MKS Common Shares validly issued and outstanding as fully-paid and non-assessable shares of EurasianMKS; (B) Eurasian outstanding MKS Options providing for the issuance of 4,102,867 Eurasian 1,139,828 MKS Common Shares upon the exercise thereof; and (Cc) Eurasian Warrants outstanding MKS RSUs providing for the issuance delivery of 13,103,587 Eurasian Shares upon the exercise thereof. The material terms of the Eurasian Options and the Eurasian Warrants (including exercise price) are disclosed in Schedule 4.3(g) to the Eurasian Disclosure Letter60,458 MKS Common Shares. Except for the securities MKS Options and MKS RSUs referred to in this Subsection 4.3(g)(i)3.1(g)(i) and the MKS Shareholder Rights Plan, (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eurasian MKS or any of its Subsidiaries MKS Subsidiary to issue or sell any shares of Eurasian MKS or of any of its Subsidiaries MKS Subsidiary or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Eurasian MKS or any of its SubsidiariesMKS Subsidiary, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eurasian MKS or any of its Subsidiaries MKS Subsidiary based upon the book value, income or any other attribute of Eurasian MKS or any MKS Subsidiary, and (y) no Person is entitled to any pre-emptive or other similar right granted by MKS or any MKS Subsidiary with respect to the capital of its Subsidiaries. (ii) MKS or any MKS Subsidiary. The Eurasian MKS Common Shares are listed on the TSX-V and the NYSE Amex LLC, and are not listed or quoted on any market, stock exchange, over-the-counter market or quotation system other than the TSX-V . All securities of MKS (including the MKS Common Shares, the MKS Options and the NYSE Amex LLCMKS RSUs and all other options, rights or other convertible or exchangeable securities) have been issued in compliance in all material respects with all applicable Securities Laws and, to the extent applicable, the rules and regulations of the TSX and, in the case of MKS Options and MKS RSUs, at fair market value in accordance with the applicable MKS Stock Option Plan or MKS RSU Plan. (ii) Schedule 3.1(g)(ii) to the MKS Disclosure Letter sets forth, as of the date hereof, the number of outstanding options and RSUs, the exercise price (in the case of the MKS Options), expiration date and all other material terms of the MKS Options and MKS RSUs. All outstanding MKS Options and MKS RSUs are held by current employees or directors of MKS or a MKS Subsidiary. All MKS Common Shares that may be issued pursuant to the exercise of outstanding MKS Options or in respect of MKS RSUs will, when issued in accordance with the terms of the MKS Options or in respect of MKS RSUs, 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) There are no outstanding contractual obligations of Eurasian MKS or any of its Subsidiaries MKS Subsidiary to repurchase, redeem or otherwise acquire any Eurasian MKS Common Shares or any shares of any of its SubsidiariesMKS Subsidiary. No MKS Subsidiary of Eurasian owns any Eurasian MKS Shares. (iv) No order ceasing or suspending trading in securities of Eurasian nor prohibiting the sale of such securities has been issued and is outstanding against Eurasian or its directors, officers or promoters.