Common use of Conditions Precedent not met Clause in Contracts

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this deed; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied or waived by the date specified in clauses 3.1 or 3.3 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this deed), or (iii) it becomes probable that the Scheme or Option Scheme will not become Effective by the End Date, either party may serve notice on the other party, and the parties must consult in good faith with a view to: (iv) considering and if agreed, determining whether the Transaction may proceed by way of alternative means or methods; (v) considering and if agreed, extending the time or date for satisfaction of the relevant Condition Precedent or the End Date; or (vi) considering and if agreed, changing the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or Option Scheme or adjourning that application (as applicable) to another date agreed to in writing by the parties (being a date no later than five Business Days before the End Date). (b) Subject to clause 3.10(e), if the parties are unable to reach agreement under clause 3.10(a) within the Required Consultation Period, then after the Required Consultation Period ends, either party may, provided that the relevant Condition Precedent is for the benefit of that party, terminate this deed by notice in writing to the other without incurring any liability to the other party because of that termination alone and such termination will be in accordance with clause 14. (c) If the Condition Precedent in clauses 3.1(b) (Creso Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within three Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (d) If the Court refuses to make an order: (i) approving the Scheme satisfying clause 3.1(c); or (ii) approving the Option Scheme satisfying clauses 3.1(l) or 3.3(c), at Red Light's request Xxxxx must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Date). Creso may bring an appeal even if not requested by Red Light. If any such appeal is undertaken at the request of Red Light, Red Light will bear Creso’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Xxxxx, without the prior request from Red Light, Creso will bear Red Light's costs of the appeal unless the parties otherwise agree. (e) A party will not be entitled to terminate this deed for any reason set out in

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this deedagreement; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied or waived by the date specified in clauses clause 3.1 or 3.3 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this deedagreement), or (iii) if it becomes probable that the Scheme or Option Scheme will not become Effective by the End Sunset Date, either party may serve notice on the other party, Papillon and the parties B2Gold must consult in good faith with a view to: (iv) considering consider and if agreed, determining determine whether the Transaction Scheme or a transaction that results in B2Gold having beneficial ownership of all of the Papillon Shares may proceed by way of alternative means or methods; (v) considering consider and if agreed, extending extend the time or date for satisfaction of the relevant Condition Precedent or the End Sunset Date; or (vi) considering consider and if agreed, changing change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or Option Scheme or adjourning that application (as applicable) to another date agreed to in writing by the parties Papillon and B2Gold (being a date no later than five Business Days before the End Sunset Date). (b) Subject to clause 3.10(e), if the parties If Papillon and B2Gold are unable to reach agreement under clause 3.10(a3.8(a) within the Required Consultation Period, then after the Required Consultation Period ends, either party Papillon or B2Gold may, provided that the relevant Condition Precedent is for the benefit of that party, terminate this deed agreement by notice in writing to the other without incurring any liability to the other party because of that termination alone and such termination will be in accordance with (other than under clause 1411 if applicable), unless the relevant occurrence or the breach or non- fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent in clauses 3.1(bclause 3.1(b)(i) (Creso Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within three 3 Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (de) If the Court refuses to make an order: (i) order approving the Scheme satisfying clause 3.1(c); or (ii) approving the Option Scheme satisfying clauses 3.1(l) or 3.3(c3.1(f), at Red Light's B2Gold’s request Xxxxx Papillon must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Sunset Date). Creso Papillon may bring an appeal even if not requested by Red LightB2Gold. If any such appeal is undertaken at the request of Red LightB2Gold, Red Light B2Gold will bear CresoPapillon’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by XxxxxPapillon, without the prior request from Red LightB2Gold, Creso Papillon will bear Red Light's B2Gold’s costs of the appeal unless the parties otherwise agree. (e) A party will not be entitled to terminate this deed for any reason set out in

Conditions Precedent not met. (a) If:If:‌ (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this deed;agreement;‌ (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied or waived by the date specified in clauses clause 3.1 or 3.3 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this deedagreement), oror‌ (iii) if it becomes probable that the Scheme or Option Scheme will not become Effective by the End Date, either party may serve notice on the other party, Sunset Date,‌ CGA and the parties B2Gold must consult in good faith with a view to: (iv) considering consider and if agreed, determining determine whether the Transaction Scheme or a transaction that results in B2Gold having beneficial ownership of all of the CGA Shares may proceed by way of alternative means or methods; (v) considering consider and if agreed, extending extend the time or date for satisfaction of the relevant Condition Precedent or the End Sunset Date; or (vi) considering consider and if agreed, changing change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or Option Scheme or adjourning that application (as applicable) to another date agreed to in writing by the parties CGA and B2Gold (being a date no later than five Business Days before the End Sunset Date). (b) Subject to clause 3.10(e), if the parties If CGA and B2Gold are unable to reach agreement under clause 3.10(a3.8(a) within the Required Consultation Period, then after the Required Consultation Period ends, either party CGA or B2Gold may, provided that the relevant Condition Precedent is for the benefit of that party, terminate this deed by agreement by‌ notice in writing to the other without incurring any liability to the other party because of that termination alone and such termination will be in accordance with (other than under clause 1411 if applicable), unless the relevant occurrence or the breach or non-fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination.‌ (d) If the Condition Precedent condition in clauses 3.1(bclause 3.1(b)(i) (Creso Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within three 3 Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (de) If the Court refuses to make an order: (i) order approving the Scheme satisfying clause 3.1(c); or (ii) approving the Option Scheme satisfying clauses 3.1(l) or 3.3(c3.1(f), at Red Light's B2Gold’s request Xxxxx CGA must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Sunset Date). Creso CGA may bring an appeal even if not requested by Red LightB2Gold. If any such appeal is undertaken at the request of Red LightB2Gold, Red Light B2Gold will bear CresoCGA’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by XxxxxCGA, without the prior request from Red LightB2Gold, Creso CGA will bear Red Light's B2Gold’s costs of the appeal unless the parties otherwise agree. (e) A party will not be entitled to terminate this deed for any reason set out in

Conditions Precedent not met. (a) IfSubject to clause 4.3(b), if any condition precedent contained in clause 4.1 is not satisfied or waived by the earlier of the date specified in this Deed for its satisfaction or 5.00 pm on the last Business Day before the Second Court Date, then the parties will at each of those times consult in good faith: (i) there is with a breach view to determining whether the Scheme may proceed by way of an alternative approach and, if so, to agree on the terms of such an alternative approach; or (ii) to agree to extend the date for satisfaction of the relevant condition precedent or non-fulfilment to adjourn or change the date of a Condition Precedent which an application to the Court. (b) If the condition precedent contained in clause 4.1(f) (DRDGold Sale of Emperor Xxxxxx): (i) is not satisfied or waived (where capable of waiver) in accordance with this deed; (iiclause 4.2) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied or waived by the date specified in clauses 3.1 or 3.3 this Deed for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this deed), or (iii) it becomes probable that the Scheme or Option Scheme will not become Effective by the End Date, either party may serve notice on the other party, and the parties must consult in good faith with a view to: (iv) considering and if agreed, determining whether the Transaction may proceed by way of alternative means or methods; (v) considering and if agreed, extending the time or date for satisfaction of the relevant Condition Precedent or the End Datesatisfaction; or (viii) considering and if agreed, changing the date becomes incapable of application made to the Court for an order under section 411(4)(b) being satisfied as a result of the Corporations Act approving the Scheme or Option Scheme or adjourning that application (as applicable) to another date agreed to XXXXxxx notifying Emperor in writing by the parties (being that XXXXxxx is unable, or in DRDGold’s opinion is likely to be unable, to sell down all of its Emperor Xxxxxx at a date no later than five Business Days before the End Date)price or in a manner which is or will be commercially acceptable to DRDGold, then Emperor xxx at any time after such event terminate this Deed. (bc) Subject to clause 3.10(e), if If the parties are unable to reach agreement under clause 3.10(a4.3(a) within the Required Consultation Period, then after the Required Consultation Period ends, either party may, provided that the relevant Condition Precedent is for the benefit of that party, terminate this deed by notice in writing to the other without incurring any liability to the other party because of that termination alone and such termination will be in accordance with clause 14. (c) If the Condition Precedent in clauses 3.1(b) (Creso Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within three Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (d) If the Court refuses to make an orderby: (i) approving in the Scheme satisfying case of clause 3.1(c4.1(u) (Due Diligence on Intrepid) or clause 4.1(t) (Due Diligence on Emperor), 5.00pm on the 10th Business Day after the Due Diligence Satisfaction Date; or (ii) approving in the Option Scheme satisfying clauses 3.1(lcase of all other Conditions Precedent other than clause 4.1(f) or 3.3(c)(DRDGold Sale of Emperor Xxxxxx) which is dealt with by clause 4.3(b) above, at Red Light's request Xxxxx must appeal 8.00 am on the Court’s decision Second Court Date, then unless that condition is waived in accordance with clause 4.2, a party entitled to the fullest extent possible benefit of that condition may (except subject to clause 4.4(b)) terminate this Deed. (d) A party may not terminate this Deed pursuant to clause 4.3(c) if the extent relevant condition has not been satisfied as a result of: (i) a breach of this Deed by that the parties agree otherwise, party; or (ii) a deliberate act or omission of that party or by an independent Senior Counsel indicates that, in his entity controlled by that party which either alone or her view, an appeal would have negligible prospects of success before the End Date). Creso may bring an appeal even if not requested by Red Light. If any such appeal is undertaken at the request of Red Light, Red Light will bear Creso’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Xxxxx, without the prior request from Red Light, Creso will bear Red Light's costs of the appeal unless the parties otherwise agreetogether with other circumstances prevents that condition being satisfied. (e) A Termination of this Deed under clause 4.3(a) does not affect any accrued rights of either party will not be entitled arising from any breach of this Deed prior to terminate termination. Each of Emperor and Intrepid (as applicable) must use its best endeavours to procure that each of the Conditions Precedent is satisfied as soon as practicable after the date of this deed for any reason set out inDeed or that there is no occurrence that would prevent the Conditions Precedent being satisfied (as the context requires) and in particular must promptly comply with their respective obligations under clauses 7.1 and 7.2.

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this deedagreement; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied or waived by the date specified in clauses clause 3.1 or 3.3 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this deedagreement), or (iii) if it becomes probable that the Scheme or Option Scheme will not become Effective by the End Sunset Date, either party may serve notice on the other party, Papillon and the parties B2Gold must consult in good faith with a view to: (iv) considering consider and if agreed, determining determine whether the Transaction Scheme or a transaction that results in B2Gold having beneficial ownership of all of the Papillon Shares may proceed by way of alternative means or methods; (v) considering consider and if agreed, extending extend the time or date for satisfaction of the relevant Condition Precedent or the End Sunset Date; or (vi) considering consider and if agreed, changing change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or Option Scheme or adjourning that application (as applicable) to another date agreed to in writing by the parties Papillon and B2Gold (being a date no later than five Business Days before the End Sunset Date). (b) Subject to clause 3.10(e), if the parties If Papillon and B2Gold are unable to reach agreement under clause 3.10(a3.8(a) within the Required Consultation Period, then after the Required Consultation Period ends, either party Papillon or B2Gold may, provided that the relevant Condition Precedent is for the benefit of that party, terminate this deed agreement by notice in writing to the other without incurring any liability to the other party because of that termination alone and such termination will be in accordance with (other than under clause 1411 if applicable), unless the relevant occurrence or the breach or non-fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent in clauses 3.1(bclause 3.1(b)(i) (Creso Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within three 3 Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (de) If the Court refuses to make an order: (i) order approving the Scheme satisfying clause 3.1(c); or (ii) approving the Option Scheme satisfying clauses 3.1(l) or 3.3(c3.1(f), at Red Light's B2Gold’s request Xxxxx Papillon must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Sunset Date). Creso Papillon may bring an appeal even if not requested by Red LightB2Gold. If any such appeal is undertaken at the request of Red LightB2Gold, Red Light B2Gold will bear CresoPapillon’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by XxxxxPapillon, without the prior request from Red LightB2Gold, Creso Papillon will bear Red Light's B2Gold’s costs of the appeal unless the parties otherwise agree. (e) A party will not be entitled to terminate this deed for any reason set out in

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this deedagreement; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied or waived by the date specified in clauses clause 3.1 or 3.3 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this deedagreement), or (iii) if it becomes probable that the Scheme or Option Scheme will not become Effective by the End Sunset Date, either party Coalspur or KCE may serve notice on the other party, of them and the parties then Coalspur and KCE must consult in good faith with a view to: (iv) considering consider and if agreed, determining determine whether the Transaction Scheme or a transaction that results in KCE having beneficial ownership of all of the Coalspur Shares may proceed by way of alternative means or methods; (v) considering consider and if agreed, extending extend the time or date for satisfaction of the relevant Condition Precedent or the End Sunset Date; orand/or (vi) considering consider and if agreed, changing change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or Option Scheme or adjourning that application (as applicable) to another date agreed to in writing by the parties Coalspur and KCE (being a date no later than five Business Days before the End Sunset Date). (b) Subject to clause 3.10(e), if the parties If Coalspur and KCE are unable to reach agreement under clause 3.10(a3.8(a) within the Required Consultation Period, then after the Required Consultation Period ends, either party Coalspur or KCE may, provided that the relevant Condition Precedent is for the benefit of that party, terminate this deed agreement by notice in writing to the other without incurring any liability to the other party because of that termination alone and such termination will be in accordance with (other than under clause 1412 if applicable), unless the relevant occurrence or the breach or non-fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 9.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent condition in clauses clause 3.1(b) (Creso Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within three 3 Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (de) If the Court refuses to make an order: (i) order approving the Scheme satisfying clause 3.1(c); or (ii) approving the Option Scheme satisfying clauses 3.1(l) or 3.3(c3.1(e), at Red Light's KCE’s request Xxxxx Coalspur must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Sunset Date). Creso Coalspur may bring an appeal even if not requested by Red LightKCE. If any such appeal is undertaken at the request of Red LightKCE, Red Light KCE will bear CresoCoalspur’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by XxxxxCoalspur, without the prior request from Red LightKCE, Creso Coalspur will bear Red Light's KCE’s costs of the appeal unless the parties otherwise agree. (e) A party will not be entitled to terminate this deed for any reason set out in

Conditions Precedent not met. ‌ (a) If:If:‌ (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this deed; (ii) there is an act, failure to act, event or occurrence or non-occurrence which will may prevent a Condition Precedent being satisfied or waived by the date specified in clauses clause 3.1 or 3.3 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this deed), ; or (iii) it becomes probable more likely than not that the Scheme or Option Scheme will not become Effective by the End Date, either party may serve written notice on the other party as soon as practicable and in any event, within two Business Days (Consultation Notice). (b) If a party gives a Consultation Notice to the other party, and the parties must consult in good faith with a view to:to respectively:‌ (ivi) considering and if agreed, determining whether the Transaction may proceed by way of alternative means or methods; (vii) considering and if agreed, extending the time or date for satisfaction of the relevant Condition Precedent or the End DateDate (as applicable); or (viiii) considering and if agreed, changing the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or Option Scheme or adjourning that application (as applicable) to another date agreed to in writing by the parties (being a date no later than five Business Days before the End Date). (bc) Subject to clause 3.10(eclauses 3.7(e) and 3.7(f), if the parties are unable to reach agreement under clause 3.10(a3.7(a) within the Required Consultation Period, then after the Required Consultation Period ends, either party may, provided that the relevant Condition Precedent is for the sole benefit of that partyparty and has not been waived in accordance with clause 3.2, terminate this deed by notice in writing to the other party without incurring any liability to the other party because of that termination alone and such termination will be in accordance with clause 14.14.‌ (cd) If the Condition Precedent in clauses clause 3.1(b) (Creso 92 Energy Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within three Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (de) If the Court refuses to make an order: (i) order approving the Scheme satisfying clause 3.1(c); or (ii) approving the Option Scheme satisfying clauses 3.1(l) or 3.3(c3.1(d), at Red Light's Xxxx'x request Xxxxx 92 Energy must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Date). Creso 92 Energy may bring an appeal even if not requested by Red LightXxxx. If any such appeal is undertaken at the request of Red LightXxxx, Red Light Xxxx will bear Creso92 Energy’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Xxxxx92‌ Energy, without the prior request from Red LightXxxx, Creso 92 Energy will bear Red Light's Xxxx'x costs of the appeal unless the parties otherwise agree. (ef) A party will not be entitled to terminate this deed for any reason set out inin‌ clause 3.7(c) if the relevant Condition Precedent has not been satisfied as a result (either alone or together with other circumstances) of: (i) a breach of this deed by that party; or (ii) a deliberate act or omission or non-omission of that party which either alone or when taken together with other deliberate acts or omissions of that party, prevents that Condition Precedent being satisfied.

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this deedagreement; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied or waived by the date specified in clauses clause 3.1 or 3.3 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this deedagreement), or (iii) if it becomes probable that the Scheme or Option Scheme will not become Effective by the End Sunset Date, either party may serve notice on the other party, CGA and the parties B2Gold must consult in good faith with a view to: (iv) considering consider and if agreed, determining determine whether the Transaction Scheme or a transaction that results in B2Gold having beneficial ownership of all of the CGA Shares may proceed by way of alternative means or methods; (v) considering consider and if agreed, extending extend the time or date for satisfaction of the relevant Condition Precedent or the End Sunset Date; or (vi) considering consider and if agreed, changing change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or Option Scheme or adjourning that application (as applicable) to another date agreed to in writing by the parties CGA and B2Gold (being a date no later than five Business Days before the End Sunset Date). (b) Subject to clause 3.10(e), if the parties If CGA and B2Gold are unable to reach agreement under clause 3.10(a3.8(a) within the Required Consultation Period, then after the Required Consultation Period ends, either party CGA or B2Gold may, provided that the relevant Condition Precedent is for the benefit of that party, terminate this deed agreement by notice in writing to the other without incurring any liability to the other party because of that termination alone and such termination will be in accordance with (other than under clause 1411 if applicable), unless the relevant occurrence or the breach or non- fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent condition in clauses 3.1(bclause 3.1(b)(i) (Creso Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within three 3 Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (de) If the Court refuses to make an order: (i) order approving the Scheme satisfying clause 3.1(c); or (ii) approving the Option Scheme satisfying clauses 3.1(l) or 3.3(c3.1(f), at Red Light's B2Gold’s request Xxxxx CGA must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Sunset Date). Creso CGA may bring an appeal even if not requested by Red LightB2Gold. If any such appeal is undertaken at the request of Red LightB2Gold, Red Light B2Gold will bear CresoCGA’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by XxxxxCGA, without the prior request from Red LightB2Gold, Creso CGA will bear Red Light's B2Gold’s costs of the appeal unless the parties otherwise agree. (e) A party will not be entitled to terminate this deed for any reason set out in

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this deed; (ii) there is an act, failure to act, event or occurrence or non-occurrence which will may prevent a Condition Precedent being satisfied or waived by the date specified in clauses clause 3.1 or 3.3 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this deed), ; or (iii) it becomes probable more likely than not that the Scheme or Option Scheme will not become Effective by the End Date, either party may serve written notice on the other party as soon as practicable and in any event, within two Business Days (Consultation Notice). (b) If a party gives a Consultation Notice to the other party, and the parties must consult in good faith with a view toto respectively: (ivi) considering and if agreed, determining whether the Transaction may proceed by way of alternative means or methods; (vii) considering and if agreed, extending the time or date for satisfaction of the relevant Condition Precedent or the End DateDate (as applicable); or (viiii) considering and if agreed, changing the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or Option Scheme or adjourning that application (as applicable) to another date agreed to in writing by the parties (being a date no later than five Business Days before the End Date). (bc) Subject to clause 3.10(eclauses 3.7(e) and 3.7(f), if the parties are unable to reach agreement under clause 3.10(a3.7(a) within the Required Consultation Period, then after the Required Consultation Period ends, either party may, provided that the relevant Condition Precedent is for the sole benefit of that partyparty and has not been waived in accordance with clause 3.2, terminate this deed by notice in writing to the other party without incurring any liability to the other party because of that termination alone and such termination will be in accordance with clause 14. (cd) If the Condition Precedent in clauses clause 3.1(b) (Creso 92 Energy Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within three Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (de) If the Court refuses to make an order: (i) order approving the Scheme satisfying clause 3.1(c); or (ii) approving the Option Scheme satisfying clauses 3.1(l) or 3.3(c3.1(d), at Red Light's Xxxx'x request Xxxxx 92 Energy must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Date). Creso 92 Energy may bring an appeal even if not requested by Red LightXxxx. If any such appeal is undertaken at the request of Red LightXxxx, Red Light Xxxx will bear Creso92 Energy’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Xxxxx92 Energy, without the prior request from Red LightXxxx, Creso 92 Energy will bear Red Light's Xxxx'x costs of the appeal unless the parties otherwise agree. (ef) A party will not be entitled to terminate this deed for any reason set out inin clause 3.7(c) if the relevant Condition Precedent has not been satisfied as a result (either alone or together with other circumstances) of: (i) a breach of this deed by that party; or (ii) a deliberate act or omission or non-omission of that party which either alone or when taken together with other deliberate acts or omissions of that party, prevents that Condition Precedent being satisfied.

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this deed;agreement; or (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied or waived by the date specified in clauses clause 3.1 or 3.3 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this deedagreement), or (iii) it becomes probable that the Scheme or Option Scheme will not become Effective by the End Date, either party may serve notice on the other party, Target and the parties Bidder must consult in good faith with a view to: (iviii) considering and if agreed, determining whether the Transaction Schemes or a transaction that results in Bidder having beneficial ownership of all Securities may proceed by way of alternative means or methods; (viv) considering and if agreed, extending the time or date for satisfaction of the relevant Condition Precedent or the End Sunset Date; or (viv) considering and if agreed, changing the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the MCAL Share Scheme or Option Scheme changing the date of application made to the Bermuda Court for an order under section 99(2) of the Companies Act approving the MCAIL Share Scheme, or adjourning that either such application (as applicable) to another date agreed to in writing by the parties Target and Bidder (being a date no later than five Business Days before the End Sunset Date). (b) Subject to clause 3.10(e), if the parties If Target and Bidder are unable to reach agreement under clause 3.10(a3.6(a) within the Required Consultation Period, then after : (i) in respect of: (A) the Required Consultation Period endsConditions Precedent that cannot be waived in accordance with clause 3.2(a); or (B) the Condition Precedent in clause 3.1(f), either Target or Bidder; or (ii) in respect of all other Conditions Precedent, the party may, provided that in respect of which the relevant Condition Precedent is for the benefit of that partyof, may terminate this deed agreement by notice in writing to the other without incurring any liability to the other party because of that termination alone and such termination will be in accordance with clause 14. (c) If termination, unless the relevant occurrence or the breach or non fulfilment of the Condition Precedent in clauses 3.1(b) (Creso Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are not satisfied only because arises out of a failure to obtain breach of clause 3.3 by the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within three Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonableterminating party. (d) If the Court refuses to make an order: (i) approving the Scheme satisfying clause 3.1(c); or (ii) approving the Option Scheme satisfying clauses 3.1(l) or 3.3(c), at Red Light's request Xxxxx must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Date). Creso may bring an appeal even if not requested by Red Light. If any such appeal is undertaken at the request of Red Light, Red Light will bear Creso’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Xxxxx, without the prior request from Red Light, Creso will bear Red Light's costs of the appeal unless the parties otherwise agree. (e) A party will not be entitled to terminate this deed for any reason set out in