Common use of Certificates and Payments Clause in Contracts

Certificates and Payments. 4.1 The Purchaser will, following receipt by the Target of the Final Order and prior to the Effective Time, deposit in escrow with the Depositary the Purchaser Shares to satisfy the consideration issuable and/or payable to the Target Shareholders pursuant to this Plan of Arrangement (other than Target Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 After the Effective Date, certificates formerly representing Target Shares which are held by a Target Shareholder will, except for Target Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target Shares which, immediately prior to the Effective Date, represented outstanding Target Shares and will not be payable or paid until the surrender of certificates for Target Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target Shares held by such Target Shareholder, the certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter. 4.5 Target Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Target, the Purchaser or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share that was exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser and its transfer agent in such sum as the Purchaser may direct or otherwise indemnify the Purchaser in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Certificates and Payments. 4.1 The Purchaser will, following receipt by 5.1 At or before the Target of the Final Order and prior to the Effective Closing Time, deposit New SPAC shall deposit, or cause to be deposited, in escrow with the Depositary Exchange Agent, for the Purchaser benefit of and to be held on behalf of the Company Securityholders entitled to receive New SPAC Class A Common Shares pursuant to Section 3.2(d), certificates representing, or other evidence regarding the issuance of, the New SPAC Class A Common Shares that such Company Securityholders are entitled to receive under the Arrangement (calculated without reference to whether any Company Shareholder has exercised Company Dissent Rights). 5.2 Upon the surrender to the Exchange Agent of a certificate (or where applicable, confirmation of book-entry only entries) which immediately prior to the Company Amalgamation Effective Time represented outstanding Company Common Shares, Company Warrants or Company Options, as applicable, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Exchange Agent may reasonably require, the Exchange Agent shall deliver with respect to a Company Shareholder, a Company Warrantholder or a Company Optionholder, book-entry only entries representing the New SPAC Class A Common Shares that such Company Securityholder is entitled to receive under the Arrangement, in each case, less any amounts required to be withheld pursuant to Section 6.2. 5.3 Until surrendered as contemplated by this Article 5, each certificate which immediately prior to the Company Amalgamation Effective Time represented outstanding Company Common Shares, Company Warrants or Company Options shall be deemed at all times after the Company Amalgamation Effective Time to represent only the right to receive upon such surrender the New SPAC Class A Common Shares which such holder is entitled to receive pursuant to Section 5.2. 5.4 Any certificate formerly representing Company Common Shares, Company Warrants or Company Options that is not deposited, together with all other documents required hereunder, on or before the last Business Day before the third anniversary of the Closing Date, and any right or claim by or interest of any kind or nature, including the right of a former Company Shareholder, Company Warrantholder or Company Optionholder to receive certificates (or where applicable, confirmation of book-entry only entries) representing New SPAC Class A Common Shares to satisfy which such holder is entitled pursuant to the Arrangement, shall terminate and be deemed to be surrendered and forfeited to New SPAC for no consideration and in respect of such forfeited New SPAC Class A Common Shares, such New SPAC Class A Common Shares shall be cancelled. 5.5 No Company Shareholder, Company Warrantholder or Company Optionholder shall be entitled to receive any consideration with respect to the Company Common Shares, the Company Warrants or the Company Options other than the consideration issuable and/or to which such holder is entitled to receive under the Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividend, premium or other payment in connection therewith. 5.6 All dividends payable with respect to the Target Shareholders any New SPAC Class A Common Shares allotted and issued pursuant to this Plan of Arrangement (other than Target Shareholders exercising Dissent Rights and who have for which a certificate has not withdrawn their notice of objection). 4.2 After the Effective Date, certificates formerly representing Target Shares which are held by a Target Shareholder will, except for Target Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends been issued shall be paid or other distributions declared or made after the Effective Date with respect to the Purchaser Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target Shares which, immediately prior to the Effective Date, represented outstanding Target Shares and will not be payable or paid until the surrender of certificates for Target Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target Shares held by such Target Shareholder, the certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter. 4.5 Target Shareholders that did not submit an effective Transmittal Letter prior Exchange Agent to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target Shares formerly be held by them the Exchange Agent in trust for the registered holder thereof. The Exchange Agent shall pay and deliver to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with any such other documents as the Depositary may require. Certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letterholder, as soon as reasonably practicable after receipt application therefor is made by the Depositary registered holder to the Exchange Agent in such form as the Exchange Agent may reasonably require, such dividends and any interest thereon to which such holder is entitled, net of the required certificates applicable withholding and documentsother taxes. 4.6 Any 5.7 In no event shall any Person be entitled to a fractional New SPAC Class A Common Share. Where the aggregate number of New SPAC Class A Common Shares to be issued to a Person pursuant to the Plan of Arrangement would result in a fraction of a New SPAC Class A Common Share being issuable, the number of New SPAC Class A Common Shares to be received by such Person shall be rounded up or down to the nearest whole New SPAC Class A Common Share, with a fraction of 0.5 rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding. 5.8 If any certificate which immediately prior to the Effective Date represented outstanding Target Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Target, the Purchaser or the Depositary. 4.7 In the event any certificate, which immediately before the Company Amalgamation Effective Time represented one or more outstanding Target Share Company Common Shares, Company Warrants or Company Options that was exchanged were transferred pursuant to Section 3.1, is this Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary Exchange Agent will issue pay and deliver, in exchange for such lost, stolen or destroyed certificate, the consideration to New SPAC Class A Common Shares which such Person holder is entitled in respect of the Target Shares represented by such lost, stolen, or destroyed certificate to receive pursuant to Section 3.1 deliverable in accordance with such Person's Transmittal Letter5.2, less any amounts required to be withheld pursuant to Section 6.2. When authorizing such issuances or payment and delivery in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration the payment is to be issued and/or paid willmade shall, as a condition precedent to the issuance and/or payment delivery thereof, give a bond satisfactory to New SPAC and the Purchaser and its transfer agent Exchange Agent in such sum as the Purchaser New SPAC may direct direct, or otherwise indemnify New SPAC and the Purchaser Exchange Agent in a manner satisfactory to itNew SPAC and the Exchange Agent, against any Claim claim that may be made against one New SPAC or both of them the Exchange Agent with respect to the certificate alleged to have been lost, stolen or destroyed. 5.9 Following the Closing Time, New SPAC shall prepare a register of the holders of share awards ‎to acquire New SPAC Class A Common Shares issued pursuant to Section 3.2(d)(xiii). Such register shall contain the name and address of each holder, the number of share awards, the vesting provisions and the expiry date of such share award.

Certificates and Payments. 4.1 The Purchaser will, following receipt by the Target of the Final Order and prior Section 5.1 Prior to the Effective Time, TopCo will deposit in escrow or cause to be deposited with the Depositary Exchange Agent, for the Purchaser benefit of and to be held on behalf of the Company Shareholders entitled to receive the Exchange Consideration in accordance with Section 3.1(c)(xi), evidence of the Exchange Consideration in the book-entry form, provided that no Exchange Consideration will be deemed to be issued or delivered to any Company Shareholder unless and until such Company Shareholder shall have executed and delivered the Letter of Transmittal required by Section 3.1(c)(xi). All TopCo Common Shares and Company Earnout Shares issued as part of the Exchange Consideration pursuant to satisfy Section 3.1(c)(xi) shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for the consideration issuable and/or payable purposes of the BCBCA. Section 5.2 Following the deposit with the Exchange Agent of evidence of the Exchange Consideration in accordance with Section 5.1, TopCo will be fully and completely discharged from its obligation to pay the Exchange Consideration to the Target Company Shareholders pursuant to this Plan Section 3.1(c)(xi), and the rights of Arrangement (other than Target Shareholders exercising Dissent Rights such holders will be limited to receiving, from the Exchange Agent, the TopCo Common Shares and who have not withdrawn their notice of objection). 4.2 After the Effective Date, certificates formerly representing Target Company Earnout Shares to which they are held by a Target Shareholder will, except for Target Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 entitled in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after . After the Effective Date with respect to the Purchaser Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered Time and until surrendered for cancellation as contemplated by this Article 5, each certificate or certificates for Target Shares which, that immediately prior to the Effective Date, represented outstanding Target Shares and will not be payable or paid until the surrender of certificates for Target Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target Shares held by such Target Shareholder, the certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter. 4.5 Target Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Target, the Purchaser or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share Company Shares shall be deemed at all times to represent only the right to receive in exchange therefor the Exchange Consideration in book-entry form, that was exchanged pursuant the holder of such certificate is entitled to receive in accordance with Section 3.13.1(c)(xi). Section 5.3 Until such time as a Company Shareholder deposits with the Exchange Agent a duly completed Letter of Transmittal and such documents, is lost, stolen or destroyed, upon the making of an affidavit of that fact certificates and instruments contemplated by the Person claiming Letter of Transmittal and such certificate other documents and instruments as the Exchange Agent or TopCo reasonably require, that Company Shareholder will not be entitled to the Exchange Consideration, and no Exchange Consideration will be deemed to be lost, stolen issued or destroyed, delivered to that Company Shareholder and any evidence of the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration Exchange Consideration to which such Person is Company Shareholder would otherwise be entitled will, in respect each case, be held by the Exchange Agent as agent on behalf of and for the benefit of such Company Shareholder for issuance and delivery to such Company Shareholder, without interest and net of all applicable withholdings and other taxes, if any, upon delivery of the Target Shares represented Letter of Transmittal, and such documents, certificates and instruments contemplated by the Letter of Transmittal, and such lostother documents, stolencertificates and instruments as the Exchange Agent or TopCo reasonably require, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent subject to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser and its transfer agent in such sum as the Purchaser may direct or otherwise indemnify the Purchaser in a manner satisfactory to it, against any Claim that may be made against one or both provisions of them with respect to the certificate alleged to have been lost, stolen or destroyedthis Article 5.

Certificates and Payments. 4.1 The Purchaser Parent will, following receipt by the Target of the Final Order and prior to the Effective Time, deposit in escrow with the Depositary the Purchaser Parent Shares to satisfy the consideration issuable and/or payable to the Target Shareholders pursuant to this Plan of Arrangement (other than (i) Target Shareholders exercising Dissent Rights and who have not withdrawn their notice of objectionobjection and (ii) in respect of Target Shares held by Parent or Purchaser). 4.2 After the Effective Date, certificates formerly representing Target Shares which are held by a Target Shareholder will, except for Target Shares held by Dissenters(i) Dissenting Target Shareholders and (ii) Purchaser or Parent, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Parent Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target Shares which, immediately prior to the Effective Date, represented outstanding Target Shares and will not be payable or paid until the surrender of certificates for Target Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target Shares held by such Target Shareholder, the certificates representing the Purchaser Parent Shares issued to such Target Shareholder pursuant to Section 3.1(b3.1(e), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter. 4.5 Target Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target Shares or Target Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Parent Shares issued to such Target Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Target, the Purchaser or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share Shares that was were exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's ’s Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser and its transfer agent in such sum as the Purchaser may direct or otherwise indemnify the Purchaser in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Certificates and Payments. 4.1 The Purchaser will, following receipt by the Target of the Final Order and prior to the Effective Time, deposit in escrow with the Depositary the Purchaser Shares to satisfy the consideration issuable and/or payable to the Target Shareholders pursuant to this Plan of Arrangement (other than Target Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 After the Effective Date, certificates formerly representing Target Shares which are held by a Target Shareholder will, except for Target Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target Shares which, immediately prior to the Effective Date, represented outstanding Target Shares and will not be payable or paid until the surrender of certificates for Target Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target Shares held by such Target Shareholder, the certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1(b31.(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter. 4.5 Target Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target Shares or Target Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Target, the Purchaser or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share that was exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser and its transfer agent in such sum as the Purchaser may direct or otherwise indemnify the Purchaser in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Certificates and Payments. 4.1 The Purchaser will, following receipt by Starcore will deposit the Target of the Final Order and prior to the Effective Time, deposit in escrow Starcore Shares with the Depositary the Purchaser Shares to satisfy the consideration issuable and/or payable to the Target American Consolidated Shareholders pursuant to this Plan of Arrangement (other than Target registered American Consolidated Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 After the Effective Date, certificates formerly representing Target American Consolidated Shares which are held by a Target American Consolidated Shareholder will, except for Target American Consolidated Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Starcore Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target American Consolidated Shares which, immediately prior to the Effective Date, represented outstanding Target American Consolidated Shares and will not be payable or paid until the surrender of certificates for Target American Consolidated Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target American Consolidated Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target American Consolidated Shares held by such Target American Consolidated Shareholder, the certificates representing the Purchaser Starcore Shares issued to such Target American Consolidated Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target American Consolidated Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target American Consolidated Shareholder in the Transmittal Letter. 4.5 Target American Consolidated Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target American Consolidated Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Starcore Shares issued to such Target American Consolidated Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target American Consolidated Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target American Consolidated Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target American Consolidated Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the TargetAmerican Consolidated, the Purchaser Starcore or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share American Consolidated Shares that was exchanged pursuant to to Section 3.1, 3.1 is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target American Consolidated Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's ’s Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser Starcore and its transfer agent in such sum as the Purchaser Starcore may direct or otherwise indemnify the Purchaser Starcore in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Certificates and Payments. 4.1 The Purchaser will, Section 5.1 As soon as practicable following receipt by the Target of the Final Order Company Continuance and prior to the Effective Time, TopCo will deposit in escrow or cause to be deposited with the Depositary Exchange Agent, for the Purchaser benefit of and to be held on behalf of the Company Shareholders entitled to receive the Exchange Consideration in accordance with Section 3.1(a)(i), evidence of the Exchange Consideration in the book-entry form, provided that no Exchange Consideration will be deemed to be issued or delivered to any Company Shareholder unless and until such Company Shareholder shall have executed and delivered the Letter of Transmittal required by Section 3.1(a)(i). All TopCo Common Shares and Company Earnout Shares issued as part of the Exchange Consideration pursuant to satisfy Section 3.1(a)(i) shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for the consideration issuable and/or payable purposes of the ABCA. Section 5.2 Following the deposit with the Exchange Agent of evidence of the Exchange Consideration in accordance with Section 5.1, TopCo will be fully and completely discharged from its obligation to pay the Exchange Consideration to the Target Company Shareholders pursuant to Section 3.1(a), and the rights of such holders will be limited to receiving, from the Exchange Agent, the TopCo Common Shares and the Company Earnout Shares to which they are entitled in accordance with this Plan of Arrangement (other than Target Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 Arrangement. After the Effective DateTime and until surrendered for cancellation as contemplated by this Article 5, certificates formerly representing Target each certificate that immediately prior to the Effective Time represented one or more Company Common Shares which are held by a Target Shareholder will, except for Target Shares held by Dissenters, shall be deemed at all times to represent only the right to receive in exchange therefor the Exchange Consideration in book-entry form, that the holder of such certificate is entitled to receive in accordance with Section 3.1(a)(i). Section 5.3 Until such time as a Company Shareholder deposits with the Exchange Agent a duly completed Letter of Transmittal and such documents, certificates and instruments contemplated by the Letter of Transmittal and such other documents and instruments as the Exchange Agent or TopCo reasonably require, that Company Shareholder will not be entitled to the Exchange Consideration, and no Exchange Consideration will be deemed to be issued or delivered to that Company Shareholder and any evidence of the Exchange Consideration to which such Company Shareholder would otherwise be entitled will, in each case, be held by the Exchange Agent as agent on behalf of and for the benefit of such Company Shareholder for issuance and delivery to such Company Shareholder, without interest and net of all applicable withholdings and other taxes, if any, upon delivery of the Letter of Transmittal, and such documents, certificates and instruments contemplated by the Letter of Transmittal, and such other documents, certificates and instruments as the Exchange Agent or TopCo reasonably require, subject to the provisions of this Article 5. Section 5.4 Upon surrender to the Exchange Agent for cancellation of a certificate (or affidavit of loss in lieu thereof in the form required by TopCo and the Exchange Agent) that immediately prior to the Effective Time represented one or more Company Common Shares, or in the case of Company Common Shares held in the book-entry form, a properly completed and duly executed Letter of Transmittal, and such additional documents, certificates and instruments as TopCo, the Company and the Exchange Agent may reasonably require, the holder of such surrendered certificate (or affidavit of loss in lieu thereof), or the deliverer of such Letter of Transmittal, as applicable, will be entitled to receive, and the Exchange Agent will, as promptly as practicable after the Effective Time, deliver to such holder, evidence of the Exchange Consideration, in book entry form, to which such holder is entitled under the Arrangement, and any certificate so surrendered will forthwith be cancelled. Section 5.5 If any portion of the Exchange Consideration is to be issued to a Person other than the Company Shareholder in whose name the surrendered certificate or the transferred Company Common Share in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Exchange Consideration that (i) either such certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Common Share in book-entry form shall be properly transferred and (ii) the Person requesting such consideration issuable and/or payable therefor pursuant pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to a Person other than the registered holder of such certificate or Company Common Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are not payable. Section 3.1 5.6 No interest will be paid or accrued on the Exchange Consideration (or any portion thereof). From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Article 5, each Company Common Share shall solely represent the right to receive a portion of the Exchange Consideration to which such Company Common Share is entitled to receive in accordance with the terms Allocation Schedule. Section 5.7 Any portion of this the aggregate Exchange Consideration or the evidence thereof that remains unclaimed by the Company Shareholders six (6) years following the Effective Time shall be delivered to TopCo or as otherwise instructed by TopCo, and any right or claim to payment under the Plan of ArrangementArrangement that remains outstanding six (6) years following the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the Company Shareholders to receive the applicable portion of the aggregate Exchange Consideration in accordance with the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to TopCo, for no consideration. 4.3 Section 5.8 In no event will any Person be entitled to a fractional TopCo Common Share or fractional Company Earnout Share. Where the aggregate number of TopCo Common Shares or Company Earnout Shares to be issued to a Person pursuant to the Plan of Arrangement would result in a fraction of a TopCo Common Share or Company Earnout Share being issuable, the number of TopCo Common Shares and Company Earnout Shares to be received by such Person will be rounded down to the nearest whole TopCo Common Share or Company Earnout Share, as the case may be. Section 5.9 No dividends dividend or other distributions distribution declared or made after the Effective Date Time with respect to the Purchaser Shares Exchange Consideration with a record date after the Effective Date will Time shall be payable or paid delivered to the holder of any unsurrendered certificate or certificates for Target Shares whichthat, immediately prior to the Effective DateTime, represented outstanding Target Company Common Shares unless and will not be payable or paid until the surrender holder of certificates for Target Shares for exchange for such certificate shall have complied with the consideration issuable and/or payable therefor pursuant provisions of Article 5. Subject to applicable law and to Section 3.1 6.1, at the time of such compliance, there shall, in accordance addition to the delivery of evidence of the portion of the Exchange Consideration to which such holder is entitled under the Arrangement, be delivered to such holder, without interest, the amount of the dividend or other distribution with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable a record date after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target Shares held by such Target Shareholder, the certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter. 4.5 Target Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Target, the Purchaser or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share that was exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or theretofore paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser and its transfer agent in such sum as the Purchaser may direct or otherwise indemnify the Purchaser in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyedsuch Exchange Consideration.

Certificates and Payments. 4.1 The Purchaser Taseko will, following receipt by the Target Curis of the Final Order and prior to the Effective TimeDate, deposit in escrow or cause to be deposited with the Depositary the Purchaser one or more certificates representing (i) that number of Taseko Shares required to satisfy the consideration issuable and/or payable be issued to the Target Curis Optionholders pursuant to Section 3.1(b); and (ii) that number of Taseko Shares required to be issued to Curis Shareholders pursuant to this Plan Section 3.1(c) (calculated with reference to the number of Arrangement (other than Target Shareholders exercising Dissent Rights and who Curis Shares in respect of which Dissenters have exercised, but not withdrawn their notice of objectionDissent Rights). 4.2 After As soon as practicable following the later of the Effective Date, certificates formerly the holder of each Curis Option will be entitled to receive in exchange therefor a certificate representing Target the Taseko Shares which are held such holder is entitled to receive pursuant to Section 3.1(b) . From and after the Effective Time, each option certificate or option agreement which immediately prior to the Effective Time represented one or more Curis Options will thereafter be deemed to represent only the right to receive a certificate representing Taseko Shares issuable therefor pursuant to Section 3.1(b) . For the avoidance of doubt, neither an option certificate or option agreement nor a transmittal letter need be surrendered by a Target Curis Optionholder in order for such Curis Optionholder to receive the Taseko Shares such Curis Optionholder is entitled to receive pursuant to Section 3.1(b) . 4.3 Subject to Section 4.8, Taseko will cause the Depositary, as soon as practicable following the Effective Time, to deliver to each Curis Optionholder a certificate representing the Taseko Shares such Curis Optionholder is entitled to receive pursuant to Section 3.1(b), which certificates will be delivered by first class mail (postage prepaid) to the address of such Curis Optionholder as maintained in the record books of Curis immediately prior to the Effective Time. 4.4 As soon as practicable following the later of the Effective Date and the surrender by a Curis Shareholder will(other than a Dissenter) to the Depositary of a certificate which immediately prior to the Effective Time represented outstanding Curis Shares, except for Target together with a completed Transmittal Letter and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor a certificate representing the Taseko Shares held which such holder is entitled to receive pursuant to Section 3.1(c) and any certificate so surrendered will forthwith be cancelled. From and after the Effective Time and until surrendered as contemplated by Dissentersthis Section 4.4, each certificate which immediately prior to the Effective Time represented one or more Curis Shares will thereafter be deemed to represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No . Without limiting the generality of the foregoing, no dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Taseko Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target Curis Shares which, immediately prior to the Effective DateTime, represented outstanding Target Shares and will not be payable or paid until the surrender of certificates for Target Shares for exchange for the consideration issuable and/or payable therefor pursuant Curis Shares. 4.5 Subject to Section 3.1 in accordance with 4.7 and 4.8, Taseko will cause the terms of this Plan of Arrangement. 4.4 As Depositary, as soon as reasonably practicable after the later of the Effective Date (subject to Section 6.2), Time and the Depositary will forward to each Target date of the deposit by a Curis Shareholder that submitted of a duly completed Transmittal Letter to and the Depositary, together with the certificate (if any) representing the Target Shares held by such Target Shareholder, the certificates representing the Purchaser Shares issued to such Target Shareholder other documentation required pursuant to Section 3.1(b4.4, to deliver to such Curis Shareholder a certificate representing the Taseko Shares such Curis Shareholder is entitled to receive pursuant to Section 3.1(c), which shares certificates will be registered in such name or names and either (i) delivered by first class mail (postage prepaid) to the address or addresses as of such Target Curis Shareholder directed specified in their Transmittal Letter or Letter; (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target such Curis Shareholder in their Transmittal Letter; or (iii) if the Transmittal Letter. 4.5 Target Shareholders that did not submit Letter neither specifies an effective Transmittal Letter address as described in clause (i) nor contains instructions as described in clause (ii), forwarded by first class mail (postage prepaid) to such Curis Shareholder at the address of such Curis Shareholder as shown on the register of Curis Shares maintained by or on behalf of Curis immediately prior to the Effective Date may take delivery Time. 4.6 If any former holder of Curis Shares exchanged pursuant to Section 3.1(c) has not surrendered the consideration issuable or payable to them by delivering the certificates certificate representing Target Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Lettersuch Curis Shares, together with such all other documents as instruments required by Section 4.4, on or prior to the Depositary may require. Certificates representing sixth anniversary of the Purchaser Effective Date, the Taseko Shares issued to such Target Shareholder former holder of Curis Shares pursuant to Section 3.1 will 3.1(c) shall be registered automatically cancelled without any repayment of capital in respect thereof and the certificates representing such name Taseko Shares held by the Depositary, together with all dividends, distributions or names and delivered to the address cash payments thereon, net of any applicable withholding or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letterother taxes, as soon as reasonably practicable after receipt held by the Depositary on behalf of such former holder of Curis Shares, will be delivered to Taseko, and such Taseko Shares will be cancelled by Taseko and the interest of the required certificates former holder of Curis Shares in such Taseko Shares, together with all entitlements to dividends, distributions or cash payments thereon held for such former holder, will be deemed to have been donated and documents. 4.6 surrendered to Taseko, for no consideration, as at such date and the name of such former registered holder shall be removed from the central securities register of Taseko with respect to such Taseko Shares. Any certificate which immediately prior to the Effective Date Time represented outstanding Target Curis Shares and which has not been surrendered, together with all other instruments required by this Article 4Section 4.4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Targetor against Curis, Taseko, the Purchaser Depositary or the Depositaryany other person. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share Curis Shares that was exchanged pursuant to Section 3.13.1(c), is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person former holder of Curis Shares claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person former holder of Curis Shares is entitled in respect of the Target Curis Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 3.1(c) deliverable in accordance with such Person's former holder’s Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person former holder of Curis Shares to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser Taseko and its transfer agent in such sum as the Purchaser Taseko may direct or otherwise indemnify the Purchaser Taseko in a manner satisfactory to it, against any Claim claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed. 4.8 Each of Taseko, Curis and the Depositary shall be entitled to deduct and withhold from any Taseko Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Curis Shares or Curis Options such amounts as Taseko, Curis or the Depositary, respectively, may be required to deduct and withhold with respect to such issuance or payment, as the case may be, under the Tax Act, the U.S. Internal Revenue Code or any provision of provincial, state, local or foreign tax law, in each case as amended. Without limiting the generality of the foregoing, each of Taseko, Curis and the Depositary shall be entitled to deduct from the aggregate Option Consideration otherwise issuable to a Curis Optionholder pursuant to Section 3.1(b) that number of Taseko Shares which is equal to the quotient of (a) the Options Withholding Amount in respect of such Curis Optionholder divided by (b) the quotient of the Curis Share Value divided by the Exchange Ratio and, for the avoidance of doubt, the reduction in the number of Taseko Shares otherwise issuable to such Curis Optionholder shall constitute the full and total amount that Taseko, Curis or the Depositary shall be entitled to deduct and withhold in respect of any obligation of Taseko, Curis or the Depositary arising under the Tax Act, the U.S. Internal Revenue Code or any provision of provincial, state, local or foreign tax law, in each case as amended, in respect of the disposition of Curis Options to Taseko by such Curis Optionholder pursuant to Section 3.1(b) . Each of Taseko, Curis and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the Taseko Shares otherwise issuable or payable to such holder as is necessary to provide sufficient funds to Taseko, Curis or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the Taseko Shares or other consideration so sold or disposed of. To the extent that Taseko Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Each of Taseko, Curis or the Depositary shall not be obligated to seek or obtain a minimum price for any of the Taseko Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

Certificates and Payments. 4.1 The Purchaser will, following receipt by 5.1 Great Panther will deposit the Target of the Final Order and prior to the Effective Time, deposit in escrow Great Panther Shares with the Depositary the Purchaser Shares to satisfy the consideration issuable and/or payable to the Target Cangold Shareholders pursuant to this Plan of Arrangement (other than Target registered Cangold Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 5.2 After the Effective Date, certificates formerly representing Target Cangold Shares which are held by a Target Cangold Shareholder will, except for Target Cangold Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 5.3 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Great Panther Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target Cangold Shares which, immediately prior to the Effective Date, represented outstanding Target Cangold Shares and will not be payable or paid until the surrender of certificates for Target Cangold Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 5.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.27.2), the Depositary will forward to each Target Cangold Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target Cangold Shares held by such Target Cangold Shareholder, the certificates representing the Purchaser Great Panther Shares issued to such Target Cangold Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Cangold Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Cangold Shareholder in the Transmittal Letter. 4.5 Target 5.5 Cangold Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target Cangold Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Great Panther Shares issued to such Target Cangold Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target Cangold Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Cangold Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 5.6 Any certificate which immediately prior to the Effective Date represented outstanding Target Cangold Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the TargetCangold, the Purchaser Great Panther or the Depositary. 4.7 5.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share Cangold Shares that was exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target Cangold Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's ’s Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser Great Panther and its transfer agent in such sum as the Purchaser Great Panther may direct or otherwise indemnify the Purchaser Great Panther in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Certificates and Payments. 4.1 The Purchaser will, following receipt by the Target of the Final Order and prior to the Effective Time, Asanko will deposit in escrow with the Depositary the Purchaser Asanko Shares to satisfy the consideration issuable and/or payable to the Target PMI Shareholders pursuant to this Plan of Arrangement (other than Target PMI Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 After the Effective Date, certificates formerly representing Target PMI Shares which are held by a Target PMI Shareholder will, except for Target PMI Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Asanko Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target PMI Shares which, immediately prior to the Effective Date, represented outstanding Target PMI Shares and will not be payable or paid until the surrender of certificates for Target PMI Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target PMI Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target PMI Shares held by such Target PMI Shareholder, the certificates representing the Purchaser Asanko Shares issued to such Target PMI Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target PMI Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target PMI Shareholder in the Transmittal Letter. 4.5 Target PMI Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target PMI Shares or PMI Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Asanko Shares issued to such Target PMI Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target PMI Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target PMI Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target PMI Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the TargetPMI, the Purchaser Asanko or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share PMI Shares that was exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target PMI Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser Asanko and its transfer agent in such sum as the Purchaser Asanko may direct or otherwise indemnify the Purchaser Asanko in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Certificates and Payments. 4.1 The Purchaser Parent will, following receipt by the Target of the Final Order and prior to the Effective Time, deposit in escrow with the Depositary the Purchaser Parent Shares to satisfy the consideration issuable and/or payable to the Target Shareholders pursuant to this Plan of Arrangement (other than Target Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 After the Effective Date, certificates formerly representing Target Shares which are held by a Target Shareholder will, except for Target Shares held by DissentersDissenting Target Shareholders, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Parent Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target Shares which, immediately prior to the Effective Date, represented outstanding Target Shares and will not be payable or paid until the surrender of certificates for Target Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target Shares held by such Target Shareholder, the certificates representing the Purchaser Parent Shares issued to such Target Shareholder pursuant to Section 3.1(b3.1(d), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter. 4.5 Target Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target Shares or Target Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Parent Shares issued to such Target Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Target, the Purchaser or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share Shares that was were exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's ’s Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser and its transfer agent in such sum as the Purchaser may direct or otherwise indemnify the Purchaser in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Certificates and Payments. 4.1 The Purchaser will, following receipt by the Target of the Final Order and prior to the Effective Time, Kxxxxx will deposit in escrow with the Depositary the Purchaser Kxxxxx Shares to satisfy the consideration issuable and/or payable to the Target PMI Shareholders pursuant to this Plan of Arrangement (other than Target PMI Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 After the Effective Date, certificates formerly representing Target PMI Shares which are held by a Target PMI Shareholder will, except for Target PMI Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section §3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Kxxxxx Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target PMI Shares which, immediately prior to the Effective Date, represented outstanding Target PMI Shares and will not be payable or paid until the surrender of certificates for Target PMI Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section §3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section §6.2), the Depositary will forward to each Target PMI Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target PMI Shares held by such Target PMI Shareholder, the certificates representing the Purchaser Kxxxxx Shares issued to such Target PMI Shareholder pursuant to Section §3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target PMI Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target PMI Shareholder in the Transmittal Letter. 4.5 Target PMI Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target PMI Shares or PMI Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Kxxxxx Shares issued to such Target PMI Shareholder pursuant to Section §3.1 will be registered in such name or names and delivered to the address or addresses as such Target PMI Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target PMI Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target PMI Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the TargetPMI, the Purchaser Kxxxxx or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share PMI Shares that was exchanged pursuant to Section §3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target PMI Shares represented by such lost, stolen, or destroyed certificate pursuant to Section §3.1 deliverable in accordance with such Person's ’s Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser Kxxxxx and its transfer agent in such sum as the Purchaser Kxxxxx may direct or otherwise indemnify the Purchaser Kxxxxx in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Certificates and Payments. 4.1 The Purchaser will, following receipt by the Target of the Final Order and prior to On the Effective Time, Date Starcore will deposit in escrow the Starcore Shares with the Depositary the Purchaser Shares Exchange Agent to satisfy the consideration issuable and/or payable to the Target Cxxxxx Shareholders pursuant to this Plan of Arrangement (other than Target registered Cxxxxx Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 On the Effective Date Starcore will deposit cash in the aggregate amount equal to the Option Consideration per Cxxxxx Option with Cxxxxx to satisfy the consideration payable to the Cxxxxx Optionholders pursuant to this Plan of Arrangement. 4.3 After the Effective Date, certificates formerly representing Target Cxxxxx Shares which are held by a Target Cxxxxx Shareholder will, except for Target Cxxxxx Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 4.4 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Starcore Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target Cxxxxx Shares which, immediately prior to the Effective Date, represented outstanding Target Cxxxxx Shares and will not be payable or paid until the surrender of certificates for Target Cxxxxx Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 4.5 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary Exchange Agent will forward send a Transmittal Letter to each Target registered Cxxxxx Shareholder. Each registered Cxxxxx Shareholder that submitted submits a duly completed Transmittal Letter to the DepositaryExchange Agent, together with the certificate (if any) representing the Target Cxxxxx Shares held by such Target Cxxxxx Shareholder, will receive from the Exchange Agent the certificates representing the Purchaser Starcore Shares issued to which such Target Cxxxxx Shareholder is entitled pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Cxxxxx Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary Exchange Agent in accordance with the instructions of the Target Cxxxxx Shareholder in the Transmittal Letter. 4.5 Target Shareholders that did not submit an effective Transmittal Letter prior to 4.6 As soon as practicable following the Effective Date may take delivery Date, Cxxxxx will deliver to each holder of Cxxxxx Options, as reflected on the register maintained by or on behalf of Cxxxxx in respect of the consideration issuable or payable to them by delivering the certificates representing Target Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by Cxxxxx Option Plan, a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates cheque representing the Purchaser Shares issued cash payment which such holder is entitled to such Target Shareholder receive pursuant to Section 3.1 will 3.1(c), less any amounts required to be registered in such name or names and delivered withheld pursuant to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documentsSection 6.2. 4.6 4.7 Any certificate which immediately prior to the Effective Date represented outstanding Target Cxxxxx Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the TargetCxxxxx, the Purchaser Starcore or the DepositaryExchange Agent. 4.7 4.8 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share Cxxxxx Shares that was exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target Cxxxxx Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's ’s Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser Starcore and its transfer agent in such sum as the Purchaser Starcore may direct or otherwise indemnify the Purchaser Starcore in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.