Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. The Corporation’s authorized share capital consists of an unlimited number of Class “A” shares, and Class “B” and Class “C” preference shares. As at the date hereof, there are 5,148,735 issued and outstanding Class “A” shares. There are outstanding Options and Warrants, to acquire, respectively, 27,400 and 164,000 Shares, of which nil and nil are in-the-money. All of the outstanding Shares and the Shares to be issued on exercise of the Options and Warrants have been duly authorized. All outstanding Shares are, and the Shares to be issued on exercise of the Options and Warrants will be when issued, validly issued and outstanding as fully paid and non-assessable Shares, free of pre-emptive rights. All securities of the Corporation have been issued in compliance, in all material respects, with applicable Securities Laws. Except for the Options and Warrants outstanding as of the date hereof, there are no options, rights, warrants, privilege (whether pre-emptive, contractual or otherwise) or other contracts of any character whatsoever requiring or permitting the issuance, sale or transfer by the Corporation or any subsidiary of any securities of the Corporation or any subsidiary (including Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Corporation or any subsidiary (including Shares). In addition, there are no bonds, debentures or other evidence of indebtedness of the Corporation outstanding having a right to vote with Shareholders on any matter. The Shares are listed on the Exchange and the Corporation is not in material default of any of the administrative policies or notices of the Exchange.

Capitalization and Listing. (a) The Corporation’s authorized share capital of Brigus consists of an unlimited number of Class “A” shares, and Class “B” and Class “C” preference sharesBrigus Shares. As at the date hereof, of this Agreement there are 5,148,735 issued and outstanding Class “are: (A” shares. There are outstanding Options and Warrants, to acquire, respectively, 27,400 and 164,000 Shares, of which nil and nil are in-the-money. All of the outstanding ) 232,124,513 Brigus Shares and the Shares to be issued on exercise of the Options and Warrants have been duly authorized. All outstanding Shares are, and the Shares to be issued on exercise of the Options and Warrants will be when issued, validly issued and outstanding as fully fully-paid and non-assessable Shares, free shares of pre-emptive rights. All securities Brigus; (B) outstanding Brigus Options providing for the issuance of an aggregate of 18,722,179 Brigus Shares upon the exercise thereof; (C) 15,886,317 Brigus Warrants; (D) 1,800,000 Brigus DSUs; and (E) 20,408,163 Brigus Shares issuable upon the conversion of the Corporation have been issued in compliance, in all material respects, with applicable Securities LawsBrigus Convertible Debentures. Except for the Options and Warrants outstanding as disclosed in Schedule 8(a) of the date hereofBrigus Disclosure Letter, and other than the Brigus Options, the Brigus Warrants and the Brigus Convertible Debentures, there are no options, warrants, conversion privileges, calls or other rights, warrantsagreements, privilege (whether pre-emptivearrangements, contractual commitments, or otherwise) obligations of Brigus or other contracts any of its Subsidiaries or affiliates to issue or sell any shares of Brigus or of any character whatsoever requiring of its Subsidiaries or permitting the issuance, sale affiliates or transfer by the Corporation securities or any subsidiary obligations of any securities of the Corporation or any subsidiary (including Shares) or any securities kind convertible into, or exchangeable or exercisable for, for or otherwise evidencing a carrying the right or obligation to acquire, acquire any securities shares of the Corporation Brigus or any subsidiary (including Shares). In additionof its Subsidiaries or affiliates, and there are no bondsoutstanding stock appreciation rights, debentures phantom equity or similar rights, agreements, arrangements or commitments of Brigus or any of its Subsidiaries or affiliates, and no Person is entitled to any pre-emptive or other evidence similar right granted by Brigus or any of indebtedness its Subsidiaries. Xx. Xxxx Xxxx is the registered and beneficial owner of all of the Corporation outstanding having a right to vote with Shareholders on any matter. The Shares are listed on the Exchange and the Corporation is not in material default securities of any Brigus SpinCo as of the administrative policies or notices of the Exchangedate hereof.

Capitalization and Listing. The Corporation’s authorized share capital of Purchaser consists of an unlimited number of Class “A” A common shares, an unlimited number of Purchaser Shares and Class “B” and Class “C” an unlimited number of preference shares, issuable in series. As at of the date hereof, there are 5,148,735 9,353,450 Class A common shares, 433,072,558 Purchaser Shares and no preference shares issued and outstanding Class “A” sharesoutstanding. There are outstanding Options and Warrants, to acquire, respectively, 27,400 and 164,000 Shares, of which nil and nil are in-the-money. All of the outstanding Shares and the The Purchaser Shares to be issued in connection with the Arrangement will be duly authorized and when issued under the Arrangement, all such Purchaser Shares will be: (i) validly issued as fully paid and non-assessable; and (ii) listed for trading on exercise of the Options and Warrants have been duly authorized. All outstanding Shares are, TSX and the NYSE. The outstanding Class A common shares of Purchaser and the Purchaser Shares to be issued on exercise of the Options and Warrants will be when issued, are validly issued and outstanding as fully paid and non-assessable Shares, free of pre-emptive rights. All securities of the Corporation have been issued in compliance, in all material respects, with applicable Securities Lawsshares. Except for the Options and Warrants outstanding as of the date hereofPublicly Disclosed by Purchaser, there are (i) no options, warrants, conversion privileges, equity-based awards or other rights, warrants, privilege (whether pre-emptive, contractual agreements or otherwise) or other contracts commitments of any character whatsoever requiring or permitting which may require the issuance, sale or transfer by the Corporation or any subsidiary Purchaser of any equity securities of the Corporation or any subsidiary (including Shares) Purchaser or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, or whose value is based on or in reference to the value or price of any equity securities of the Corporation or any subsidiary Purchaser, are outstanding; (including Shares). In addition, ii) there are no bonds, debentures outstanding contractual or other evidence obligations of indebtedness Purchaser to repurchase, redeem or otherwise acquire any of its equity securities; and (iii) there are no outstanding contractual or other obligations of Purchaser, the value of which is based on the value of the Corporation outstanding having a right to vote with Shareholders on any matter. The Shares are listed on the Exchange and the Corporation is not in material default of any of the administrative policies or notices of the ExchangePurchaser Shares.