Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. (i) The authorized share capital of the Company consists of an unlimited number of Company Shares. As at the date of this Agreement there are: (A) 350,278,327 Company Shares validly issued and outstanding as fully-paid and non-assessable shares of the Company; (B) outstanding Company Options providing for the issuance of 10,090,394 Company Shares upon the exercise thereof; and (C) outstanding Company Warrants providing for the issuance of 2,681,845 Company Shares upon the exercise thereof. As of the date hereof, there are no Company RSUs or Company PSUs issued and outstanding. The terms of the Company Options (including exercise price) are disclosed in Schedule 3.1(h) to the Company Disclosure Letter. Except for the Company Options and Company Warrants referred to in this Section 3.1(h)(i), (x) and except as disclosed in Schedule 3.1(h) of the Company Disclosure Letter there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of the Company or any of its Subsidiaries to issue or sell any shares of the Company 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 the Company or any of its Subsidiaries, and other than 57,468 Company DSUs, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of the Company or any of its Subsidiaries based upon the book value, income or any other attribute of the Company or any of its Subsidiaries, and (y) except as set forth in the articles of the Company, no Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Shares are listed on the TSX and the AIM and are not listed on any market other than the TSX and the AIM. (ii) Schedule 3.1(h) to the Company Disclosure Letter sets forth, as of the date hereof, all outstanding Company Options and Company DSUs and, with respect to the Company Options, the number, exercise prices and expiration dates of such options. All Company Shares that may be issued pursuant to the exercise of outstanding Company Options will, when issued in accordance with the terms of the Company Options (including receipt of the exercise price therefor), 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) Schedule 3.1(h) to the Company Disclosure Letter sets forth, as of the date hereof, all outstanding Company Warrants and the number, exercise prices and expiration dates of each grant to such holders. All Company Shares that may be issued pursuant to the exercise of outstanding Company Warrants will, when issued in accordance with the terms of the Company Warrants (including receipt of the exercise price therefor), 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 contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company Shares, other than an aggregate of 72,122,826 Company Shares beneficially owned by Cambrian Mining Limited, Deepgreen Minerals Corporation Proprietary Limited and Cambrian Investment Holdings Ltd. (v) No order ceasing or suspending trading in securities of the Company nor prohibiting the sale of such securities has been issued and is outstanding against the Company or its directors, officers or promoters. (vi) Except as disclosed in Schedule 3.1(h) to the Company Disclosure Letter, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Cambrian Mining Limited or any Subsidiaries of the Company to issue or sell any Company Shares or shares of any Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any Company Shares or shares of any of its Subsidiaries and all such options, warrants, conversion privileges, calls or other rights are included in the numbers set forth in Sections 3.1(h)(i)(B) and 3.1(h)(i)(C).

Capitalization and Listing. (i) The authorized share capital of the Company consists of an unlimited number of Company Sharescommon shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As at of the date of this Agreement Agreement, there are: (A) 350,278,327 49,965,863 Company Shares validly issued and outstanding as fully-paid and non-assessable shares of the Companyoutstanding; (B) no preferred shares issued or outstanding; (C) outstanding Company Options providing for the issuance of 10,090,394 60,000 Company Shares upon the exercise thereof; and (CD) outstanding Company Warrants RSUs providing for the issuance of 2,681,845 778,297 Company Shares upon the exercise thereof. As , and, except as set forth in Schedule 3.1(g) of the date hereofCompany Disclosure Letter, there no other Company Shares are no Company RSUs or Company PSUs issued and outstanding. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in Schedule 3.1(h) to the Company Disclosure LetterData Room. Except for the Company Options and Company Warrants referred to as set forth in this Section 3.1(h)(i‎3.1(g), (x) and except as disclosed in Schedule 3.1(h‎3.1(g) of the Company Disclosure Letter and for changes since the date hereof resulting from the exercise or vesting of Company Options or Company RSUs outstanding on the date hereof in accordance with their terms in effect as of the date hereof as disclosed in the Company Public Documents or as expressly contemplated by this Agreement, there are no issued, reserved for issuance or outstanding (A) shares or other voting securities of or ownership interests in the Company, (B) options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitmentscontracts, instruments, commitments or obligations of the Company or any of its Subsidiaries to issue or sell any shares or voting securities of or ownership interests in the Company or of any of its Subsidiaries or (C) securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares or other voting securities of or ownership interests in the Company or any of its Subsidiaries, and other than 57,468 the Company DSUsStock Incentive Plan, there are no outstanding restricted shares, stock appreciation rights, phantom equity performance units, contingent value rights, "phantom" stock or similar rightssecurities or rights that are derivative of, agreementsor provide economic benefits based, arrangements directly or commitments of indirectly, on the Company value or price of, any of its Subsidiaries based upon the book value, income shares or any other attribute of the Company or any of its Subsidiaries, and (y) except as set forth in the articles voting securities of the Company, no or equity or security based compensation arrangements maintained by the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Shares are listed on the TSX NYSE and the AIM POMSoX, and are not listed on any market other than the TSX and the AIMmarket. (ii) Schedule 3.1(h) to the The Company Disclosure Letter sets forthforth all outstanding grants to holders of Company Options and Company RSUs and the number, exercise price, vesting schedule (where applicable) and expiration dates of each grant to such holders as of the date hereof, all outstanding and, except as set forth in Schedule 3.1(g) of the Company Disclosure Letter, no other Company Options and or Company DSUs and, with respect RSUs are or will be outstanding at or prior to the Company Options, the number, exercise prices and expiration dates of such optionsEffective Time. All Company Shares that may be issued pursuant to the exercise of outstanding Company Options will, when issued in accordance with the terms of the Company Options (including receipt of the exercise price therefor), 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) Schedule 3.1(h) to the Company Disclosure Letter sets forth, as As of the date hereof, all outstanding Company Warrants and the number, exercise prices and expiration dates of each grant to such holders. All Company Shares that may be issued pursuant to the exercise of outstanding Company Warrants will, when issued in accordance with the terms of the Company Warrants (including receipt of the exercise price therefor), 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 there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company Shares, other than an aggregate of 72,122,826 Company Shares beneficially owned by Cambrian Mining Limited, Deepgreen Minerals Corporation Proprietary Limited and Cambrian Investment Holdings Ltd.. (viv) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order ceasing which is currently outstanding preventing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order prohibiting the sale of securities of the Company nor prohibiting the sale of such securities has been issued and is outstanding against the Company or its directors, officers directors or promotersofficers. (vi) Except as disclosed in Schedule 3.1(h) to the Company Disclosure Letter, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Cambrian Mining Limited or any Subsidiaries of the Company to issue or sell any Company Shares or shares of any Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any Company Shares or shares of any of its Subsidiaries and all such options, warrants, conversion privileges, calls or other rights are included in the numbers set forth in Sections 3.1(h)(i)(B) and 3.1(h)(i)(C).

Capitalization and Listing. (i) The authorized share capital of the Company consists of an unlimited number of Company SharesShares without par value. As at the date of this Agreement there are: (A) 350,278,327 389,586,019 Company Shares validly issued and outstanding as fully-paid and non-assessable shares of the Company; (B) outstanding Company Options providing for the issuance of 10,090,394 up to 8,404,964 Company Shares upon the exercise thereof; and (C) outstanding Company Warrants providing for the issuance of 2,681,845 up to 76,366,629 Company Shares upon the exercise thereof. As of the date hereof, there are no Company RSUs or Company PSUs issued and outstanding. The terms of the Company Options (including exercise price) are disclosed in Schedule 3.1(h) to the Company Disclosure Letter. Except for the Company Options and Company Warrants referred to in this Section 3.1(h)(i3.1(g)(i), (x1) and except as disclosed in Schedule 3.1(h) of the Company Disclosure Letter there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of the Company or any of its Subsidiaries requiring them to issue or sell any shares or other securities of the Company or of any of its Subsidiaries Subsidiaries, or any securities or obligations of any kind convertible into, exchangeable or exercisable for or otherwise carrying or evidencing the right or obligation to acquire acquire, any shares securities of the Company (including Company Shares) or any of its Subsidiaries, and other than 57,468 Company DSUs, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of the Company or any of its Subsidiaries based upon the book value, income or any other attribute of the Company or any of its Subsidiaries, and (y2) except as set forth in the articles of the Company, no Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Shares are listed on the TSX and the AIM and are not listed on any market other than the TSX and the AIM. (ii) Schedule 3.1(h) to the Company Disclosure Letter sets forth, as of the date hereof, all outstanding Company Options and Company DSUs and, with respect to the Company Options, the number, exercise prices and expiration dates of such options. All Company Shares that may be issued pursuant to issuable upon the exercise of outstanding Company Options and Company Warrants will, when issued in accordance with the terms of the Company Options (including receipt of the exercise price therefor)their terms, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable assessable, and are not and will not be subject to to, or issued in violation of, any pre-emptive rights. (iiiii) Schedule 3.1(h3.1(g)(ii) to the Company Disclosure Letter sets forth, as of the date hereof, all (A) the names and holdings of each Person who holds outstanding Company Warrants Options or Company Warrants, and (B) the number, exercise prices price and expiration dates of each grant to such holders. All Company Shares that may be issued pursuant to the exercise of outstanding Option and Company Warrants will, when issued in accordance with the terms of the Company Warrants (including receipt of the exercise price therefor), 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 rightsWarrant. (iviii) There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company 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 the Company or any of its Subsidiaries. No Subsidiary of the Company owns any Company Shares, other than an aggregate . (iv) All outstanding securities of 72,122,826 the Company Shares beneficially owned by Cambrian Mining Limited, Deepgreen Minerals Corporation Proprietary Limited have been issued in material compliance with all applicable Laws and Cambrian Investment Holdings Ltd.any pre-emptive or similar rights applicable to them. (v) No order ceasing or suspending trading in securities of the Company nor or prohibiting the sale of such securities has been issued and is outstanding against the Company or its directors, officers or promoters. (vi) Except as disclosed in Schedule 3.1(h) to There are no outstanding bonds, debentures or other evidences of indebtedness of the Company Disclosure Letter, there are no options, warrants, conversion privileges, calls or any of its Subsidiaries or any other rights, shareholder rights plans, agreements, arrangements, commitmentsinstruments or commitments of any kind giving any Person, directly or obligations of Cambrian Mining Limited indirectly, the right to vote (or any Subsidiaries that are convertible or exercisable for securities having the right to vote) with the holders of the Company to issue or sell Shares on any matters, except the Company Shares or shares of any Subsidiaries or securities or obligations of any kind convertible intoOptions and Company Warrants. (vii) Greenstone Resources II L.P. has not assigned, exchangeable for granted or otherwise carrying the right transferred any Nomination Rights to a Transferee or obligation to acquire any Company Shares or shares of any of its Subsidiaries and all such options, warrants, conversion privileges, calls or other rights are included Nomination Rights Transferee (each as defined in the numbers set forth in Sections 3.1(h)(i)(B) Investor Rights Agreement between the Company and 3.1(h)(i)(CGreenstone Resources II L.P. dated February 20, 2019).

Capitalization and Listing. (i) The authorized share capital of the Company consists of an unlimited number of Company Sharescommon shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As at of the date of this Agreement Amendment Date, there are: (A) 350,278,327 50,147,795 Company Shares validly issued and outstanding as fully-paid and non-assessable shares of the Companyoutstanding; (B) no preferred shares issued or outstanding; (C) outstanding Company Options providing for the issuance of 10,090,394 60,000 Company Shares upon the exercise thereof; and (CD) outstanding Company Warrants RSUs providing for the issuance of 2,681,845 596,512 Company Shares upon the exercise thereof. As , and, except as set forth in Schedule 3.1(g) of the date hereofCompany Disclosure Letter, there no other Company Shares are no Company RSUs or Company PSUs issued and outstanding. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in Schedule 3.1(h) to the Company Disclosure LetterData Room. Except for the Company Options and Company Warrants referred to as set forth in this Section 3.1(h)(i‎3.1(g), (x) and except as disclosed in Schedule 3.1(h‎3.1(g) of the Company Disclosure Letter and for changes since the date hereof resulting from the exercise or vesting of Company Options or Company RSUs outstanding on the date hereof in accordance with their terms in effect as of the date hereof as disclosed in the Company Public Documents or as expressly contemplated by this Agreement, there are no issued, reserved for issuance or outstanding (A) shares or other voting securities of or ownership interests in the Company, (B) options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitmentscontracts, instruments, commitments or obligations of the Company or any of its Subsidiaries to issue or sell any shares or voting securities of or ownership interests in the Company or of any of its Subsidiaries or (C) securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares or other voting securities of or ownership interests in the Company or any of its Subsidiaries, and other than 57,468 the Company DSUsStock Incentive Plan, there are no outstanding restricted shares, stock appreciation rights, phantom equity performance units, contingent value rights, "phantom" stock or similar rightssecurities or rights that are derivative of, agreementsor provide economic benefits based, arrangements directly or commitments of indirectly, on the Company value or price of, any of its Subsidiaries based upon the book value, income shares or any other attribute of the Company or any of its Subsidiaries, and (y) except as set forth in the articles voting securities of the Company, no or equity or security based compensation arrangements maintained by the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Shares are listed on the TSX NYSE and the AIM POMSoX, and are not listed on any market other than the TSX and the AIMmarket. (ii) Schedule 3.1(h) to the The Company Disclosure Letter sets forthforth all outstanding grants to holders of Company Options and Company RSUs and the number, exercise price, vesting schedule (where applicable) and expiration dates of each grant to such holders as of the date hereofhereof and the Amendment Date, all outstanding and, except as set forth in Schedule 3.1(g) of the Company Disclosure Letter, no other Company Options and or Company DSUs and, with respect RSUs are or will be outstanding at or prior to the Company Options, the number, exercise prices and expiration dates of such optionsEffective Time. All Company Shares that may be issued pursuant to the exercise of outstanding Company Options will, when issued in accordance with the terms of the Company Options (including receipt of the exercise price therefor), 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) Schedule 3.1(h) to As of the Company Disclosure Letter sets forth, date hereof and as of the date hereofAmendment Date, all outstanding Company Warrants and the number, exercise prices and expiration dates of each grant to such holders. All Company Shares that may be issued pursuant to the exercise of outstanding Company Warrants will, when issued in accordance with the terms of the Company Warrants (including receipt of the exercise price therefor), 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 there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company Shares, other than an aggregate of 72,122,826 Company Shares beneficially owned by Cambrian Mining Limited, Deepgreen Minerals Corporation Proprietary Limited and Cambrian Investment Holdings Ltd.. (viv) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order ceasing which is currently outstanding preventing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not, to its knowledge, in default of any requirement of any Securities Laws, rules or policies applicable to the Company or its securities. No order prohibiting the sale of securities of the Company nor prohibiting the sale of such securities has been issued and is outstanding against the Company or its directors, officers directors or promotersofficers. (vi) Except as disclosed in Schedule 3.1(h) to the Company Disclosure Letter, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Cambrian Mining Limited or any Subsidiaries of the Company to issue or sell any Company Shares or shares of any Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any Company Shares or shares of any of its Subsidiaries and all such options, warrants, conversion privileges, calls or other rights are included in the numbers set forth in Sections 3.1(h)(i)(B) and 3.1(h)(i)(C).

Capitalization and Listing. (i) The authorized share capital structure of the Company Buyer consists of an unlimited number of Company Buyer Shares. As at the date of this Agreement there are: (A) 350,278,327 Company 27,136,075 Buyer Shares validly issued and outstanding as fully-paid and non-assessable shares of the CompanyBuyer; (B) outstanding Company Options stock options providing for the issuance of 10,090,394 Company 2,766,500 Buyer Shares upon the exercise thereof; (C) outstanding common share purchase warrants providing for the issuance of 7,928,000 Buyer Shares upon the exercise thereof; and (CD) outstanding Company Warrants restricted share units providing for the issuance of 2,681,845 Company 265,000 Buyer Shares upon the exercise settlement thereof. As The Buyer also has (A) filed a prospectus supplement for an offering of the date hereof, there are no Company RSUs or Company PSUs issued up to $15,000,000 of Buyer Shares in “at-the-market distributions” as defined in National Instrument 44-102 — Shelf Distributions and outstanding. The terms of the Company Options (including exercise priceB) are disclosed in Schedule 3.1(h) pursuant to the Company Disclosure LetterAdvisory Agreement between Tryton Management Corporation and the Buyer dated June 10, 2022, the Buyer has an obligation to issue Buyer Shares to Tryton Management Corporation on the terms set out in such agreement. Except for Other than the Company Options and Company Warrants referred to in this Section 3.1(h)(i)foregoing, (x) and except as disclosed in Schedule 3.1(h) of the Company Disclosure Letter there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of the Company Buyer or any of its the Buyer Material Subsidiaries to issue or sell any shares of the Company Buyer or of any of its the Buyer Material Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company Buyer or any of its the Buyer Material Subsidiaries, and other than 57,468 Company DSUs, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of the Company Buyer or any of its Subsidiaries based upon the book value, income or any other attribute of the Company or any of its Buyer Material Subsidiaries, and (y) except as set forth in the articles of the Company, no Person person is entitled to any pre-emptive or other similar right granted by the Company Buyer or any of its the Buyer Material Subsidiaries. The Company Shares are listed on the TSX and the AIM and are not listed on any market , in each case, other than as disclosed in the TSX and the AIMBuyer Disclosure Letter. (ii) Schedule 3.1(h) to the Company The Buyer Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Company Options and Company DSUs and, with respect to securities of the Company OptionsBuyer convertible into Buyer Shares, the numbernumber and type of convertible securities held by such holder, and the exercise prices and expiration expiration/settlement dates of such optionsthereof, as applicable. All Company Buyer Shares that may be issued pursuant to the exercise of outstanding Company Options convertible securities of the Buyer prior to the Effective Time will, when issued in accordance with the terms of the Company Options (including receipt of the exercise price therefor)such convertible securities, as the case may beapplicable, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to to, or issued in violation of, any pre-emptive rights. (iii) Schedule 3.1(h) to the Company Disclosure Letter sets forth, as of the date hereof, all outstanding Company Warrants and the number, exercise prices and expiration dates of each grant to such holders. All Company Shares that may be issued pursuant to the exercise of outstanding Company Warrants will, when issued in accordance with the terms of the Company Warrants (including receipt of the exercise price therefor), 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 contractual obligations of the Company Buyer or any of its the Buyer Material Subsidiaries to repurchase, redeem or otherwise acquire any Company Buyer Shares or any shares of any of its the Buyer Material Subsidiaries. No Subsidiary of the Company Buyer owns any Company Buyer Shares, other than an aggregate of 72,122,826 Company Shares beneficially owned by Cambrian Mining Limited, Deepgreen Minerals Corporation Proprietary Limited and Cambrian Investment Holdings Ltd.. (viv) No order ceasing or suspending trading in securities of the Company Buyer nor prohibiting the sale of such securities has been issued and is outstanding against the Company Buyer or its directors, officers or promoters. (viv) Except as disclosed in Schedule 3.1(h) to the Company Disclosure LetterAll outstanding Buyer Shares and securities convertible into Buyer Shares, there are no optionsand all outstanding shares of capital stock, warrants, conversion privileges, calls voting securities or other rightsownership interests, shareholder rights plans, agreements, arrangements, commitments, or obligations of Cambrian Mining Limited or any Subsidiaries of the Company to issue or sell any Company Shares or shares of any Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any Company Shares or shares of any of its Subsidiaries and all such options, warrants, conversion privileges, calls or other rights are included interests in the numbers set forth Buyer or the Buyer Material Subsidiaries, have been issued or granted, as applicable, in Sections 3.1(h)(i)(B) and 3.1(h)(i)(C)compliance in all material respects with all applicable securities Laws.

Capitalization and Listing. (ia) The authorized share capital of the Company consists of an unlimited number of 75,000,000 Company Shares. As at the date of this Agreement there are: (Ai) 350,278,327 54,590,740 Company Shares validly issued and outstanding as fully-fully paid and non-assessable shares of the Company; (Bii) outstanding Company Options options providing for the issuance of 10,090,394 Company 6,700,000 Common Shares upon the exercise thereof; and (Ciii) outstanding Company Warrants warrants providing for the issuance of 2,681,845 Company 2,361,111 Common Shares upon the exercise thereof. As of the date hereof, there are no Company RSUs or Company PSUs issued and outstanding. The terms of the Company Options (including exercise price) are disclosed in Schedule 3.1(h) to the Company Disclosure Letter. Except for the Company Options options and Company Warrants warrants referred to in this Section 3.1(h)(i4.7(a), (x) and except as disclosed in Schedule 3.1(h) of the Company Disclosure Letter there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of the Company or any of its Subsidiaries to issue or sell any shares of the Company or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable or exercisable for or otherwise carrying the right or obligation to acquire any shares of the Company or any of its SubsidiariesCompany, and other than 57,468 Company DSUs, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of the Company or any of its Subsidiaries based upon the book value, income or any other attribute of the Company or any of its SubsidiariesCompany, and (y) except as set forth in the articles of the Company, no Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Shares are listed on the TSX and the AIM Over-the-Counter Bulletin Board, and are not listed or quoted on any market other than the TSX and the AIMOver-the-Counter Bulletin Board. (iib) Schedule 3.1(h) to The Company has reserved for issuance the Company Disclosure Letter sets forth, as maximum number of the date hereof, all outstanding Company Options Note Shares and Company DSUs and, with respect to the Company Options, the number, exercise prices and expiration dates of such options. All Company Warrant Shares that may be issued issuable pursuant to the exercise Note and the Warrant, respectively, and shall at all times ensure that a sufficient number of outstanding Common Shares are, and shall continue to be, authorized and reserved for issuance to enable the Company Options to satisfy its obligations pursuant to the Note and the Warrant. The Note Shares and Warrant Shares will, when issued in accordance with the terms of the Company Options (including receipt of Note and the exercise price therefor)Warrant, as the case may berespectively, be duly authorized, validly issued, fully-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 3.1(h) to the Company Disclosure Letter sets forth, as of the date hereof, all outstanding Company Warrants and the number, exercise prices and expiration dates of each grant to such holders. All Company Shares that may be issued pursuant to the exercise of outstanding Company Warrants will, when issued in accordance with the terms of the Company Warrants (including receipt of the exercise price therefor), 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. (ivc) There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company Common Shares, other than an aggregate of 72,122,826 Company Shares beneficially owned by Cambrian Mining Limited, Deepgreen Minerals Corporation Proprietary Limited and Cambrian Investment Holdings Ltd.. (vd) No order ceasing or suspending trading in securities of the Company nor prohibiting the sale of such securities has been issued and is outstanding against the Company or its directors, officers or promoters. (vi) Except as disclosed in Schedule 3.1(h) to the Company Disclosure Letter, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Cambrian Mining Limited or any Subsidiaries of the Company to issue or sell any Company Shares or shares of any Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any Company Shares or shares of any of its Subsidiaries and all such options, warrants, conversion privileges, calls or other rights are included in the numbers set forth in Sections 3.1(h)(i)(B) and 3.1(h)(i)(C).

Capitalization and Listing. (ia) The authorized share capital of the Company consists of an unlimited number of Company Common Shares. As at the date of this Agreement there are: (Ai) 350,278,327 Company 137,189,160 Common Shares validly issued and outstanding as fully-fully paid and non-assessable shares of the Company; and (Bii) outstanding Company Options to purchase Common Shares issued under the Stock Option Plan providing for the issuance of 10,090,394 Company Shares upon the exercise thereof; and (C) outstanding Company Warrants providing for the issuance of 2,681,845 Company 12,946,004 Common Shares upon the exercise thereof. As of the date hereof, there are no Company RSUs or Company PSUs issued and outstanding. The terms of the Company Options granted pursuant to the Stock Option Plan (including exercise price) are disclosed in Schedule 3.1(h) 4.7 to the Company Disclosure LetterStatement. Except for the Company Options SRP Rights and Company Warrants referred to in this Section 3.1(h)(i), (x) and except as disclosed in Schedule 3.1(h) of 4.7 to the Company Disclosure Letter Statement, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of the Company or any of its Subsidiaries to issue or sell any shares of the Company 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 the Company or any of its Subsidiaries, and other than 57,468 Company DSUs, nor are there are no outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of the Company or any of its Subsidiaries based upon the book value, income or any other attribute of the Company or any of its Subsidiaries, and (y) except as set forth in the articles of the Company, no Person . No Shareholder is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Common Shares are listed on the TSX TSX, the Frankfurt Stock Exchange, the Berlin Stock Exchange and the AIM Stuttgart Stock Exchange and are not listed or quoted on any market other than the TSX TSX, the Frankfurt Stock Exchange, the Berlin Stock Exchange and the AIMStuttgart Stock Exchange. (iib) Schedule 3.1(h) 4.7 to the Company Disclosure Letter Statement sets forth, as of the date hereof, the holders of all outstanding Company Options and Company DSUs and, with respect to the Company Options, the number, exercise prices and expiration dates of each grant to such optionsholders. All Company Common Shares that may be issued pursuant to the exercise of outstanding Company Options will, when issued in accordance with the terms of the Company Options (including receipt of the exercise price therefor)Options, as the case may be, be duly authorized, validly issued, fully-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 3.1(h) to the Company Disclosure Letter sets forth, as of the date hereof, all outstanding Company Warrants and the number, exercise prices and expiration dates of each grant to such holders. All Company Shares that may be issued pursuant to the exercise of outstanding Company Warrants will, when issued in accordance with the terms of the Company Warrants (including receipt of the exercise price therefor), 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. (ivc) There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Common Shares or any shares of any of its Subsidiaries. No Subsidiary of the Company owns any Company Common Shares, other than an aggregate of 72,122,826 Company Shares beneficially owned by Cambrian Mining Limited, Deepgreen Minerals Corporation Proprietary Limited and Cambrian Investment Holdings Ltd. (v) No order ceasing or suspending trading in securities of the Company nor prohibiting the sale of such securities has been issued and is outstanding against the Company or its directors, officers or promoters. (vid) Except as disclosed in Schedule 3.1(h) A true and correct copy of the Shareholder Rights Plan has been provided to Kinross prior to the Company Disclosure Letter, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Cambrian Mining Limited or any Subsidiaries of the Company to issue or sell any Company Shares or shares of any Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any Company Shares or shares of any of its Subsidiaries and all such options, warrants, conversion privileges, calls or other rights are included in the numbers set forth in Sections 3.1(h)(i)(B) and 3.1(h)(i)(C)date hereof.