Common use of Delivery of Opinions Clause in Contracts

Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLP, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and as to matters of fact, on certificates of Governmental Entities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters: (A) as to the existence of the Corporation under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreement; (B) as to the authorized capital of the Corporation; (C) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares); (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations thereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with any term or provision of: (i) the constating documents of the Corporation and any amendments thereto, or (ii) the Business Corporations Act (British Columbia); (I) that Computershare Investor Services Inc. at its principal offices in the city of Vancouver, British Columbia has been appointed as the transfer agent and registrar for the Common Shares; (J) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws have been obtained by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (K) the form and terms of the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporation; and (L) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject to the qualifications, assumptions and limitations set out under such heading; and (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receive, at the Closing Time, a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonably.

Delivery of Opinions. (i) The Underwriters Agent shall have received at the Closing Time a legal opinion dated the Closing Date, subject to customary qualifications, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and Canadian counsel to the Agent from Norton Rxxx Xxxxxxxxx Canada LLPXxxxxx, Canadian counsel to the CorporationCompany, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those of any province in which Canada and the Corporation’s Canadian Province of British Columbia and upon the opinions of tax counsel is not qualified to practice (or alternatively, make arrangements to have where it deems such opinions directly addressed to the Underwriters and counsel to the Underwriters)reliance proper, and all of such counsel may rely as to matters of fact, on certificates of Governmental Entities Authorities and officers of the Corporation Company and letters from stock exchange representatives and transfer agents, with respect to the following mattersmatters and substantially in the following form: (A) as to the existence A. each of the Corporation Company and its Subsidiaries has been duly incorporated and is validly subsisting under the laws of its the jurisdiction of its incorporation and as to has all the requisite corporate capacity, power and capacity of the Corporation authority to own and lease property and assets and carry on its business as conducted by it and as proposed to be conducted by it in each case as described in the Final Prospectus (includingOffering Documents; B. the Company has the corporate capacity, for greater certainty, all documents incorporated by reference therein) power and authority to enter into this Agreement and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreement; set out herein (B) as including to the authorized capital of the Corporation; (C) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, file the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use issue and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard deliver to the distribution of Agent the Offered Shares) and this Agreement has been duly authorized, if anyexecuted and delivered by the Company and constitutes legal, in valid and binding obligations of the Qualifying Jurisdictions, other than certain customary filings to be completed following Company enforceable against the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed Company in accordance with Canadian Securities Laws)their terms; (F) that all necessary corporate action has been taken by the Corporation to authorize C. the execution and delivery of this Agreement and the Share Purchase Agreement, and fulfillment of the performance terms hereof by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares); (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations thereunder Company do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with : (1) any Applicable Laws of the Province of British Columbia or the federal laws of Canada applicable therein; (2) any term or provision of: of the articles or notice of articles of the Company or, of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Company; (3) of which counsel is aware, any written agreement or other document to which the Company is a party on the Closing Date; or (4) of which counsel is aware, any judgment, decree or order of any court, governmental agency or body or regulatory authority, in each case in British Columbia, having jurisdiction over the Company or its properties or assets; (i) the constating documents of Offered Shares, the Corporation Agent's Warrants, the Agent's Warrant Shares underlying the Agent's Warrants, the Agent's Fee Option and any amendments theretothe Agent's Fee Option Shares underlying the Agent's Fee Option have been duly and validly authorized and, or if applicable, reserved for issuance; and (ii) when the Offered Shares, Agent's Warrant Shares underlying the Agent's Warrants, and, if applicable, the Agent's Fee Option Shares underlying the Agent's Fee Option have been delivered and paid for in accordance with this Agreement or the Agent's Warrant Certificate on the applicable Closing Date or date of exercise, as applicable, such shares will be, validly issued as fully paid and non-assessable Common Shares; (i) the rights, privileges, restrictions and conditions attaching to the Common Shares are accurately summarized in all material respects in the Preliminary Prospectus, the Amended Preliminary Prospectus, and the Final Prospectus; (ii) the form and terms of any definitive certificates representing the Offered Shares, Agent's Warrant Shares, Agent's Fee Option Shares and the Agent's Warrant Certificate have been duly approved by the Company's board of directors and comply in all material respects with the provisions of the Business Corporations Act (British Columbia)) and the written policies of the CSE, as applicable; (I) that F. all necessary corporate action has been taken by the Company to authorize the execution of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, and, if applicable, any other Prospectus Amendments and the filing of such documents under Applicable Canadian Securities Laws in each of the Qualifying Jurisdictions, and to authorize the use and delivery of the Final Reg D Private Placement Memorandum, including any amendments thereto; G. the Offered Shares are eligible investments as set out under the heading "Eligibility for Investment"; H. Computershare Investor Services Inc. at its principal offices office in the city of Vancouver, British Columbia has been duly appointed as the transfer agent and registrar for the Common Shares; (J) that I. all documents have been filedfiled by the Company, all requisite proceedings have been taken by the Company and all necessary approvals, permits, permits and consents and authorizations of the Canadian Securities Regulators required by applicable securities laws appropriate regulatory authorities in the Qualifying Jurisdictions have been obtained by the Corporation Company under Applicable Canadian Securities Laws to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registrants properly registered under applicable securities laws the Applicable Laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities lawsApplicable Canadian Securities Laws as well as the distribution of the Agent's Warrants that are qualified for distribution by the Prospectus; (K) J. the form and terms of Offered Shares, the definitive certificate representing Agent's Warrant Shares underlying the Common Agent's Warrants, and, if applicable, the Agent's Fee Option Shares underlying the Agent's Fee Option have been conditionally approved for listing by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporation; and (L) confirming the statements under the heading “Eligibility for Investment” in the ProspectusCSE, subject to the qualificationsfulfilment of the terms set forth in the CSE's letter dated March 3, assumptions and limitations set out under such heading2020; and K. as to all other legal matters, including compliance by the Company with Applicable Canadian Securities Laws in the Qualifying Jurisdictions in any way connected with the creation, issuance, sale and delivery of the Offered Shares, the Agent's Warrants, the Agent's Warrant Shares underlying the Agent's Warrants, the Agent's Fee Option, and, if applicable, the Agent's Fee Option Shares underlying the Agent's Fee Option, as the Agent or the Agent's counsel may reasonably request. (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. PersonsStates, the Underwriters will receive, Agent shall have received at the Closing Time, a favourable legal Time an opinion dated the Closing Date from United States of U.S. counsel to the CorporationCompany, Norton Rxxx Xxxxxxxxx Canada LLPin form and substance reasonably satisfactory to the Agent, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance that in connection with the respective undertakings ofoffer, the Corporation sale and the Underwriters set forth in this Agreementdelivery of such Offered Shares, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be is required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonably.

Delivery of Opinions. (i) The Underwriters and Goldcorp shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the UnderwritersUnderwriters and Goldcorp, acting reasonablyfrom Canadian counsel to Tahoe, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLPUnderwriters, Canadian counsel to the CorporationGoldcorp and their respective counsel, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems they deem such reliance proper as to the laws other than those of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternativelyCanada and British Columbia, make arrangements to have such opinions directly addressed to the Underwriters Alberta, Quebec and counsel to the Underwriters), Ontario and as to matters of fact, on certificates of Governmental Entities Tahoe’s Auditors, the Transfer Agent, government officials, public and stock exchange officials and officers of the Corporation and letters from stock exchange representatives and transfer agentsTahoe, with respect to the following matters, assuming completion of the Offering: (A) A. as to the valid existence of the Corporation Tahoe under the laws of its jurisdiction of incorporation and or organization, as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreementapplicable; (B) B. as to the authorized and issued capital of the CorporationTahoe; C. that Tahoe has all requisite corporate power, capacity and authority including under the laws of its jurisdiction of incorporation or organization and is qualified to: 1) carry on its businesses as presently carried on (Cas applicable); and 2) own its property; D. that all necessary corporate action has been taken by Xxxxx to authorize, as applicable: (I) the Corporation to authorize execution and delivery of each Prospectus and, if applicable, any Prospectus Amendments, and (II) the issuance filing of each Prospectus and, if applicable, any Prospectus Amendments under the Canadian Securities Laws in each of the Firm Offered Qualifying Jurisdictions; E. that all necessary action has been taken by Tahoe to authorize, as applicable: (I) the execution and delivery of each U.S. Offering Document and, if applicable, any amendments, and (II) the filing of each U.S. Offering Document and, if applicable, any amendments under the U.S. Securities Laws; F. that the Purchased Shares have been duly authorized and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common shares; G. that the description of the attributes of the common shares of Tahoe, including the Purchased Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus andand Final U.S. Prospectus are, if applicablein all material respects, any Prospectus Amendments a true, complete and accurate description of the filing of rights, privileges, restrictions and conditions attaching to such documents under Canadian Securities Laws securities; H. that Tahoe is a “reporting issuer” or the equivalent thereof in each Qualifying Jurisdiction where such concept exists and not in default of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares); (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) I. that the execution and delivery by Tahoe of this Agreement and the Share Purchase Agreement, the fulfilment of the terms and the performance by the Corporation of its obligations thereunder hereunder, and consummation of the transactions contemplated hereby do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any Law, will result in a breach by-law, regulation, or decree, judgement or order of the Province of British Columbia and federal laws therein, or constitute a default under, and do not and will not conflict with the terms of any term or provision of: (i) of the constating documents of the Corporation and Tahoe or any amendments thereto, resolutions of directors (or (iiany committee thereof) the Business Corporations Act (British Columbia)or shareholders of Tahoe; (I) J. this Agreement has been duly authorized and executed by Tahoe and constitutes a legal, valid and binding obligation of Tahoe and is enforceable against Tahoe in accordance with its terms, subject to customary enforceability qualifications; K. that Computershare Investor Services Inc. the form and terms of the certificates representing the Purchased Shares meet all legal requirements under the rules of the TSX and the NYSE, if applicable, and have been duly approved by Tahoe; L. that the Transfer Agent at its principal offices office in the city City of Vancouver, British Columbia Vancouver has been duly appointed as the transfer agent and registrar for the Common Sharescommon shares of Tahoe, which appointment has not been revoked or amended; (J) M. that all necessary documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of other legal requirements have been fulfilled by Tahoe under the Canadian Securities Regulators required by applicable securities laws have been obtained by the Corporation Laws in order to qualify the Firm Offered distribution of the Purchased Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable securities laws the Applicable Securities Laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (K) Applicable Securities Laws; N. the common shares of Tahoe are listed on the TSX, the NYSE and the BVL; O. that, subject to the assumptions, qualifications, limitations and restrictions set out therein, the statements under the heading in the Final Prospectus “Eligibility for Investment” are accurate in all material respects; P. that the form and terms of the definitive certificate certificates representing the Common Shares common shares of Tahoe have been duly approved by the board of directors of the Corporation Xxxxx and comply in all material respects with all applicable the provisions of the Business Corporations Act (British Columbia) notice of articles and articles of Tahoe and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the CorporationBCBCA; and (L) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject to the qualifications, assumptions and limitations set out under such heading; and (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receive, at the Closing Time, a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonably.

Delivery of Opinions. (i) The Underwriters Agents shall have received at the Closing Time a legal opinion dated the Closing Date, subject to customary qualifications, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and Canadian counsel to the Agents from Norton Rxxx Xxxxxxxxx Canada Xxxxxxx Xxxxxxx LLP, Canadian counsel to the CorporationCompany, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those of any province in which Canada and the Corporation’s Canadian Alberta and upon the opinions of tax counsel is not qualified to practice (or alternatively, make arrangements to have where it deems such opinions directly addressed to the Underwriters and counsel to the Underwriters)reliance proper, and all of such counsel may rely as to matters of fact, on certificates of Governmental Entities Authorities and officers of the Corporation Company and letters from stock exchange representatives and transfer agents, with respect to the following mattersmatters and substantially in the following form: (A) the Company and its subsidiaries have been duly incorporated, amalgamated or formed, as to the existence of the Corporation case may be, and are validly subsisting under the laws of its the jurisdiction of their incorporation and as to have all the requisite corporate capacity, power and capacity of the Corporation authority to own and lease property and assets and carry on their business as conducted and as proposed to be conducted in each case as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase AgreementProspectus; (B) as the Company has the corporate capacity, power and authority to enter into this Agreement and to perform its obligations set out herein (including to file the Prospectus and to issue and deliver to the authorized capital Agents the Offered Shares) and this Agreement has been duly authorized, executed and delivered by the Company and constitutes legal, valid and binding obligations of the CorporationCompany enforceable against the Company in accordance with their terms; (C) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and fulfillment of the performance terms hereof by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares); (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations thereunder Company do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with : (I) any applicable laws of the Alberta or the federal laws of Canada applicable therein; (II) any term or provision of: of the articles or notice of articles of the Company or its subsidiaries, or, of which counsel is aware, any resolutions of the shareholders or directors (ior any committee thereof) of the Company or its subsidiaries; (III) of which counsel is aware, any written agreement or other document to which the Company is a party on the Closing Date; or (IV) of which counsel is aware, any judgment, decree or order of any court, governmental agency or body or regulatory authority, in each case in Alberta, having jurisdiction over the Company, or its subsidiaries, properties or assets; (D) (I) the constating documents Offered Shares, the Agents' Warrants, the Agents' Warrant Shares underlying the Agents' Warrants, the Agents' Fee Option and the Agents' Fee Shares underlying the Agents' Fee Option have been duly and validly authorized and, if applicable, reserved for issuance; and (II) when the Offered Shares, Agents' Warrant Shares underlying the Agents' Warrants and, if applicable, the Agents' Fee Shares underlying the Agents' Fee Option have been delivered and paid for in accordance with this Agreement or the Agents' Warrant Certificate on the applicable Closing Date or date of exercise, as applicable, such shares will be, validly issued as fully paid and non-assessable Common Shares; (E) the Corporation rights, privileges, restrictions and conditions attaching to the Common Shares are accurately summarized in all material respects in the Prospectus; (F) the form and terms of any amendments theretodefinitive certificates representing the Offered Shares, or (ii) Agents' Warrant Shares, and Agents' Fee Shares and the Agents' Warrant Certificate have been duly approved by the Company's board of directors and comply in all material respects with the provisions of the Business Corporations Act (British Columbia)Alberta) and the written policies of the CSE, as applicable; (G) all necessary corporate action has been taken by the Company to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Applicable Canadian Securities Laws in each of the Qualifying Jurisdictions; (H) the Offered Shares are eligible investments as set out under the heading "Eligibility for Investment"; (I) that Computershare Investor Services Inc. Trust Company of Canada, at its principal offices in the city of VancouverCalgary, British Columbia Alberta has been duly appointed as the transfer agent and registrar for the Common Shares; (J) that all documents have been filedfiled by the Company, all requisite proceedings have been taken by the Company and all necessary approvals, permits, permits and consents and authorizations of the Canadian Securities Regulators required by applicable securities laws appropriate regulatory authorities in the Qualifying Jurisdictions have been obtained by the Corporation Company under Applicable Canadian Securities Laws to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registrants properly registered under the applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities lawsApplicable Canadian Securities Laws as well as the distribution of the Agents' Warrants Shares and Agents' Fee Shares, if any, that are qualified for distribution by the Prospectus; (K) the form and terms of Offered Shares, the definitive certificate representing Agents' Warrant Shares underlying the Common Agents' Warrants and, if applicable, the Agents' Fee Shares underlying the Agents' Fee Option have been conditionally approved for listing by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSXCSE, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporation; and (L) confirming as to all other legal matters, including compliance by the statements under the heading “Eligibility for Investment” Company with Applicable Canadian Securities Laws in the Prospectus, subject to the qualifications, assumptions and limitations set out under such heading; and (ii) If Qualifying Jurisdictions in any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receive, at the Closing Time, a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance way connected with the respective undertakings ofcreation, the Corporation issuance, sale and the Underwriters set forth in this Agreement, no registration delivery of the Offered Shares, the Agents' Warrants, the Agents' Warrant Shares offered and sold in underlying the manner contemplated by Agents' Warrants, the U.S. Placement Memorandum and in accordance with this AgreementAgents' Fee Option, including Schedule “A” to this Agreementand, to purchasers in if applicable, the United States Agents' Fee Shares underlying the Agents' Fee Option, as the Agents or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonablyAgents' counsel may reasonably request.

Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters (and, if required for opinion purposes, counsel to the Underwriters) from Norton Rxxx Xxxxxxxxx Canada Xxxxx Xxxx LLP, Canadian counsel to the Corporation, as to the laws of Ontario and the federal laws of Canada applicable therein and local counsel opinions in the Qualifying JurisdictionsJurisdictions in which Purchasers are resident, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those of any province in which the Corporation’s Canadian counsel is not qualified to practice Canada and Ontario (or alternatively, alternatively make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), ) and as to matters of fact, on certificates of Governmental Entities Authorities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters: (A) as to the existence of the Corporation under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on its business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase AgreementDocuments; (B) as to the authorized and issued capital of the Corporation, including issued and outstanding Common Shares; (C) that all necessary corporate action has been taken by the Corporation to authorize the issuance execution and delivery of each of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, Documents and the Common Shares issuable pursuant performance of its obligations thereunder and to issue and deliver to the Over-Allotment Option have been reserved for issuance by Underwriters the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common SharesOffered Units; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares); (G) that this Agreement and Share Purchase Agreement Documents have been duly executed and delivered by the Corporation and constitute each constitutes a legal, valid and binding obligations obligation of the Corporation and are is enforceable against the Corporation in accordance with their respective its terms, subject to customary exceptionsqualifications for enforceability opinions; (HE) that the execution and delivery of this Agreement and the Share Purchase Agreement, Documents and the performance by of the Corporation of its Corporation’s obligations thereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any of the terms, will result in a breach conditions or provisions of the notice of articles or constitute a default under, and do not and will not conflict with any term or provision of: (i) the constating documents articles of the Corporation or any applicable law of the province of British Columbia and the federal laws of Canada applicable therein; (F) that the Common Shares comprising part of the Offered Units have been duly authorized and, upon the Corporation receiving payments of the aggregate purchase price therefor, will be validly issued and outstanding as fully paid and non- assessable common shares in the capital of the Corporation; and, upon the exercise of the Warrants, in accordance with their terms, the Underlying Securities will be validly issued as fully paid and non-assessable common shares in the capital of the Corporation; (G) the offering, sale and issuance of the Offered Units to the Purchasers are exempt from the prospectus requirements of the applicable Canadian Securities Laws, and no prospectus is required to be filed nor are any amendments theretoother documents required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained by the Corporation under the applicable Canadian Securities Laws to permit the offer, issue and sale of the Offered Units by the Corporation to the Purchasers in the applicable Qualifying Jurisdictions, except for the filing within 10 days of the Closing of a report in Form 45-106F1, prepared in accordance with applicable Canadian Securities Laws, with securities regulators in each applicable Qualifying Jurisdiction and together with the requisite filing fees; (iiH) no prospectus will be required to be filed, nor are other documents required to be filed, proceedings taken or approval, permits, consents, orders or authorizations of regulatory authorities required to be obtained by the Business Corporations Act (British Columbia)Corporation under the applicable Canadian Securities Laws to permit the issue and delivery by the Corporation of the Underlying Securities, in accordance with their terms, to holders of such securities, provided that any person that is “in the business of trading in securities” under applicable law involved in such issuance is duly registered under applicable Canadian Securities Laws in categories permitting them to distribute such applicable shares and has complied with such Canadian Securities Laws and the terms and conditions of their registration; (I) the first trade of the Common Shares and the Underlying Securities by a Purchaser to whom the Canadian Securities Laws apply will be a distribution and subject to the prospectus requirement of the applicable Canadian Securities Laws unless: (I) the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (II) at least four months have elapsed from the date of distribution of the Offered Units; (III) the certificates, if any, representing the Offered Units, the Warrants or the Underlying Securities carry the legend required by section 2.5(2)3(i) of NI 45-102, or such shares are entered into a direct registration system or other electronic book-entry system, or if the Purchaser did not directly receive a certificate representing such shares, the Purchaser received written notice containing the foregoing legend restrictions; (IV) the trade is not a “control distribution” as such term is defined in NI 45-102; (V) no unusual effort is made to prepare the market or to create a demand for the Offered Units, Warrants or Underlying Securities that are the subject of the trade; (VI) no extraordinary commission or consideration is paid to a person or Corporation in respect of the trade; and (VII) if the selling security holder is an insider or officer of the Corporation, the selling security holder has no reasonable grounds to believe that the Corporation is in default of securities legislation; (J) that Computershare Investor Services Inc. at its principal offices in the city City of Vancouver, British Columbia Vancouver has been duly appointed as the transfer agent and registrar for the Common Shares; (J) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws have been obtained by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws;; and (K) the form and terms that Computershare Trust Company of the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporation; and (L) confirming the statements under the heading “Eligibility for Investment” Canada at its principal offices in the Prospectus, subject to City of Vancouver has been duly appointed as the qualifications, assumptions warrant agent and limitations set out under such heading; andregistrar for the Warrants. (ii) The Underwriters receiving at the Closing Time on the Closing Date a favourable legal opinion from counsel to each Material Subsidiary, dated the Closing Date, in form and substance acceptable to the Underwriters’ counsel, acting reasonably, as to: (i) the incorporation and existence of the Material Subsidiary; (ii) the corporate power and authority of such Material Subsidiary to carry on its business as presently carried on and to own its assets and properties; and (iii) as to the registered ownership of the issued and outstanding shares of the Material Subsidiary. (iii) If any of the Offered Shares Units are sold to purchasers in the United States or to to, or for the account or benefit of of, U.S. Persons, the Underwriters will receive, shall have received at the Closing TimeTime an opinion of Xxxxx LPC, a favourable legal opinion dated the Closing Date from United States special U.S. securities counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLPin form and substance satisfactory to the Underwriters, acting reasonably to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance that in connection with the respective undertakings ofoffer, the Corporation sale and the Underwriters set forth in this Agreement, no registration delivery of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers Units in the United States or to to, or for the account or benefit of of, U.S. Persons Persons, no registration will be required under the U.S. Securities Act, Act with respect to such Offered Units; provided that it being understood that no opinion is expressed as to any subsequent resale of any of the Offered Units. (iv) The Underwriters shall have received at the Closing Time title opinions to be delivered by the Corporation’s Peruvian legal counsel with respect to the Material Property, in form and substance acceptable satisfactory to the Underwriters and their legal counselUnderwriters, acting reasonably.

Delivery of Opinions. (i) The Underwriters At the Closing Time, the Agents shall have received at the favourable opinion of the Corporation's Counsel, dated the Closing Time a legal Date, substantially in the form of Schedule C hereto. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Provinces of Ontario, Alberta, British Columbia and Quebec, and the federal laws of Canada applicable therein, upon the opinions of local counsel satisfactory to the Agents. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Corporation or CSRI and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters that are addressed in the opinions of the regulatory counsel to be delivered pursuant to clause 11(a)(iv) below. (ii) At the Closing Time, the Agents shall have received the favourable opinion of Sirius' Counsel, dated the Closing Date, substantially in the form of Schedule D hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of Sirius and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters that are addressed in the opinions of the regulatory counsel to be delivered pursuant to clause 11(a)(iv) below. (iii) At the Closing Time, the Agents shall have received the favourable opinion of the U.S. Counsel, dated the Closing Date, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLP, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and as to matters of fact, on certificates of Governmental Entities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters: (A) as to the existence of the Corporation under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreement; (B) as to the authorized capital of the Corporation; (C) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares); (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations thereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with any term or provision of: (i) the constating documents of the Corporation and any amendments thereto, or (ii) the Business Corporations Act (British Columbia); (I) that Computershare Investor Services Inc. at its principal offices in the city of Vancouver, British Columbia has been appointed as the transfer agent and registrar for the Common Shares; (J) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws have been obtained by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (K) the form and terms of the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporation; and (L) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject to the qualifications, assumptions and limitations set out under such heading; and (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receive, at the Closing Time, a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, that no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be is required under the U.S. Securities ActAct in connection with the offer, sale and delivery of the Offered Securities in the United States. (iv) At the Closing Time, the Agents shall have received the favourable opinions of the regulatory counsel of each of the Corporation (which shall be in respect of the broadcast undertaking of the Corporation) and Sirius (in respect of the broadcast undertaking of Sirius), each dated the Closing Date and substantially in the form of Schedule E and Schedule F, respectively, hereto. In giving such opinion, such counsel may state that, insofar as such opinion to be in form and substance acceptable involves factual matters, they have relied, to the Underwriters extent they deem proper, upon certificates of officers of the Corporation or Sirius, as applicable, and their legal counsel, acting reasonablyupon certificates of public officials.

Delivery of Opinions. (i) The Underwriters the Underwriters, Cenveo and Cenveo US shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, Cenveo and Cenveo US addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLP, Canadian and counsel to the CorporationUnderwriters, Cenveo and Cenveo US from Stikeman Elliott LLP, counsel to the Fund and Supremex, as to the federal laws of Canada and the Qualifying JurisdictionsProvinces, which counsel in turn may rely upon the opinions of local counsel where it deems they deem such reliance proper as to the laws other than those of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternativelyCanada and Quebec, make arrangements to have such opinions directly addressed to the Underwriters British Columbia, Alberta and counsel to the Underwriters), Ontario and as to matters of fact, on certificates of Governmental Entities the auditors of the Fund and Supremex, public and stock exchange officials and officers of the Corporation Fund and letters from stock exchange representatives and transfer agentsSupremex, with respect to the following matters, assuming completion of the Closing and the Closing Transactions: (A) as to the valid existence of each of the Corporation Fund and the Material Subsidiaries under the laws of its their respective jurisdiction of incorporation and organization or incorporation, as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreementapplicable; (B) as to the authorized and issued capital of each of the CorporationFund and the Material Subsidiaries; (C) that the Fund or a Material Subsidiary, as applicable, is the registered owner of all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise shares of each of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common SharesMaterial Subsidiaries; (D) that each of the Fund and the Material Subsidiaries has all requisite power, capacity and authority under the laws of its respective jurisdiction of incorporation or organization, as applicable, and each is qualified to: (I) carry on its businesses (including the Business) as presently carried on; (II) own its property; (III) in the case of the Fund, to issue the Units; (IV) in the case of the Fund and Supremex, to enter into this Agreement; and (V) in the case of the Fund and each of the Material Subsidiaries, to enter, into each of the Related Agreements to which it is a party, and to carry out the transactions contemplated thereby, including the Closing Transactions; (E) that all necessary corporate action has been taken by each of the Corporation Fund and the Material Subsidiaries to authorize authorize, as applicable: (I) the execution and delivery of this Agreement, (II) the execution and delivery of each of the Preliminary Prospectus, Amended Preliminary Prospectus and Final Prospectus and, if applicable, any Prospectus Amendments, (III) the filing of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus and, if applicable, any Prospectus Amendments and under the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order ofProvinces, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with (IV) the execution and delivery of each of the Related Agreements to which it is a party and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws)thereunder; (F) that all necessary corporate action has the Units and the Management Units have been taken duly authorized and, when issued and delivered, will be validly issued by the Corporation to authorize the execution Fund and delivery of this Agreement outstanding as fully paid and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares)non-assessable Units; (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations description of the Corporation Units in the Prospectus is, in all material respects, a true, complete and are enforceable against accurate description of the Corporation in accordance with their respective termsrights, subject privileges, restrictions and conditions attaching to customary exceptionsthe Units; (H) that the execution and delivery of this Agreement by the Fund and Supremex, the Share Purchase fulfilment of the terms of this Agreement, the issue and sale of the performance Units and, the consummation of the transactions contemplated by the Corporation of its obligations thereunder this Agreement, do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any statute, will result by-law regulation, or of the terms, conditions or provisions of the constating documents of such parties or resolutions of trustees, directors or security holders of the Fund or Supremex or the Related Agreements to which the Fund or Supremex are bound; (I) that this Agreement has been duly authorized and executed by each of the Fund and Supremex and constitutes a legal, valid and binding obligation of the Fund and Supremex and is enforceable in accordance with its terms, except as enforcement of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; provided that such counsel may express no opinion as to the enforceability of the indemnity provisions of section 15, the contribution provisions of section 16 and the severability provisions as set forth in section 17; (J) that the execution and delivery by each of the Fund and the Material Subsidiaries of each of the Related Agreements to which it is a breach party, the fulfilment of or constitute a default underthe terms and the performance of the obligations of such party thereunder, and consummation of the transactions contemplated thereby do not and will not conflict with result in a breach (whether after notice or lapse of time or both) of any term statute, law, by-law, regulation, decree, judgement or provision of: (i) order, or the terms of any of the constating documents of the Corporation and such party or any amendments theretoresolutions of trustees, directors or (ii) the Business Corporations Act (British Columbia)security holders of such party; (IK) that each of the Related Agreements governed by Canadian laws to which each of the Fund and the Material Subsidiaries is a party has been duly authorized and executed by each of the Fund and the Material Subsidiaries and constitutes a legal, valid and binding obligation of such party and is enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; provided that such counsel may express no opinion as to the enforceability of non-compete or severability provisions of the Related Agreements, as applicable; (L) that the form and terms of the certificates representing the Units meet all legal requirements under the rules of TSX and have been duly approved by the Fund; (M) that Computershare Investor Services Inc. at its principal offices in the city cities of Vancouver, British Columbia Montreal and Toronto has been duly appointed as the transfer agent and registrar for the Common SharesUnits of the Fund; (JN) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws legal requirements have been obtained fulfilled by the Corporation Fund to qualify the Firm Offered Shares and the Over-Allotment Offered Shares Units for distribution and sale to the public in each of the Qualifying Jurisdictions Provinces through investment dealers or brokers registered under the applicable securities laws of the Qualifying Jurisdictions Provinces who have complied with the relevant provisions of such applicable securities laws; (KO) that, subject only to the form and terms filing of documents in accordance with the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies requirements of the TSX, the Units have been conditionally approved for listing by the TSX on or before the Closing Date; (P) that, subject to the assumptions, qualifications, limitations and do not conflict with any applicable requirements restrictions set out therein, the statements contained in the Prospectus under the heading "Canadian Federal Income Tax Considerations" are an accurate summary of the constating documents and by-laws principal Canadian federal income tax considerations generally applicable under the Income Tax Act (Canada) to a holder of Units described therein who acquires such Units pursuant to the Corporation; andProspectus; (LQ) confirming that the statements under the heading “in the Prospectus "Eligibility for Investment” in the Prospectus" are accurate, subject to the assumptions, qualifications, assumptions limitations and limitations restrictions set out under such headingtherein; (R) regarding compliance with the laws of Quebec relating to the use of the French language in connection with the documents (including the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, Prospectus Amendments and certificates representing the Units) to be delivered to purchasers in Quebec; and (S) as to all other legal matters reasonably requested by counsel to the Underwriters relating to the distribution of the Units. (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receive, shall have received at the Closing Time, Time a favourable legal opinion dated the Closing Date from United States Date, in form and substance satisfactory to counsel to the CorporationUnderwriters, Norton Rxxx Xxxxxxxxx addressed to the Underwriters and counsel to the Underwriters from Xxxxxxx Xxxxx, general counsel to Cenveo, with respect to the following matters, assuming completion of the Closing and the Closing Transactions, provided that Xxxxxxx Xxxxx shall be entitled to rely on the opinion of Stikeman Elliott LLP as to matters governed by the laws of Quebec and the laws of Canada applicable therein: (A) as to the valid existence of each of Cenveo and Cenveo US under the laws of the State of Colorado or Delaware, as applicable; (B) that each of Cenveo and Cenveo US has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the Closing Transactions; (C) that all necessary corporate action has been taken by each of Cenveo and Cenveo US to authorize, as applicable, the execution and delivery of this Agreement and the performance of its obligations hereunder; (D) that this Agreement has been duly authorized, executed and delivered by each of Cenveo and Cenveo US; (E) that the execution and delivery by each of Cenveo ad Cenveo US of this Agreement, the fulfilment of the terms and the performance of the obligations of such party hereunder, and consummation of the transactions contemplated hereby do not and will not result in a breach (whether after notice or lapse of time or both) of the certificate of incorporation or by-laws of such party, of any statute, law or regulation or, to such counsel's knowledge, of any decree, judgement or order; and (F) that each of the Acquisition Agreement and the Cenveo Xxxxx Acquisition Agreement constitutes a legal, valid and binding obligation of each of the Fund, Supremex, Cenveo and Cenveo US and is enforceable against each of such party in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and by public policy; provided that such counsel may express no opinion as to the enforceability of severability provisions of the foregoing, as applicable. (iii) the Underwriters, Cenveo and Cenveo US shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, Cenveo and Cenveo US, addressed to the Underwriters and counsel to the Underwriters from Stikeman Elliott LLP, special Canadian counsel to Cenveo and Cenveo US, to the effect thatthat this Agreement constitutes a legal, assuming valid and binding obligation of each such party and is enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the accuracy rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; provided that such counsel may express no opinion as to the enforceability of the respective representations and warranties of, and compliance with the respective undertakings ofindemnity provisions of section 15, the Corporation contribution provisions of section 16 and the Underwriters severability provisions as set forth in this Agreementsection 17. (iv) If any of the Units are distributed in the United States, the Underwriters shall have received at the Closing Time a legal opinion, in form and substance satisfactory to the Underwriters, addressed to the Underwriters, Cenveo and Cenveo US from Stikeman Elliott LLP to the effect that no registration of the Offered Shares offered Purchased Units is required under the 1933 Act in connection with the offer and sold sale of the Purchased Units to the Underwriters under this Agreement, or in connection with the initial resale of the Purchased Units by the Underwriters in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers provided that in each case the offer and sale in the United States or to or for is made in accordance with Schedule A hereto and all other offers and sales of Purchased Units are made in accordance with the account or benefit provisions of U.S. Persons will this Agreement; provided that such legal opinion shall not be required under if the U.S. Securities Act, fees and expenses to be incurred by the Fund in order for such legal opinion to be delivered exceed the value of the Purchase Price received for the Units sold in form and substance acceptable the United States. (v) The Underwriters shall have received at the Closing Time a favourable legal opinion of Osler, Xxxxxx & Harcourt LLP, dated the Closing Date, addressed to the Underwriters with respect to certain of the matters in sections 13(a)(i)(N), 13(a)(i)(P) and their legal counsel13(a)(i)(Q); provided that counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada, acting reasonablyOntario, Quebec and Alberta and as to matters of fact, on certificates of the auditors of the Fund, the Underwriters, public officials and officers of the Fund and Supremex.

Delivery of Opinions. (i) The Underwriters Agents shall have received at the Closing Time a Time: (i) favourable legal opinion dated the Closing Dateopinions from XxXxxxxx LLP, in form and substance satisfactory legal counsel to the UnderwritersCompany (who may rely, to the extent appropriate in the circumstances, acting reasonably, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLP, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon on the opinions of local counsel where it deems such reliance proper acceptable to counsel to the Agents as to the qualification of the Offered Shares for sale to the public and as to other matters governed by the laws of any province jurisdictions in Canada other than the provinces in which the Corporation’s Canadian counsel is not they are qualified to practice (or alternativelyand may rely, make arrangements to have such opinions directly addressed to the Underwriters and counsel to extent appropriate in the Underwriters)circumstances, and as to matters of fact, fact on certificates of Governmental Entities officers, public and officers exchange officials or of the Corporation and letters from stock exchange representatives and auditor or transfer agentsagent of the Company), with respect substantially to the following matterseffect set forth below, subject to customary assumptions, qualifications and limitations: (A) as to the existence of the Corporation Company is a corporation validly incorporated and existing under the laws of its jurisdiction of incorporation Business Corporations Act (British Columbia) and as to the has all requisite corporate power and capacity of the Corporation to carry on business and to own and lease property properties and assets assets; (B) the Company has all necessary corporate power and carry on business as described in the Final Prospectus authority to: (including, for greater certainty, all documents incorporated by reference thereini) and to execute, deliver and perform its obligations under this Agreement Agreement; (ii) to issue and sell the Share Purchase Agreement; Offered Shares; and (Biii) as to issue the authorized capital of the CorporationAgents’ Warrants and Agents Shares; (C) that the authorized and issued capital of the Company; (D) all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation Company to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder thereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares); (G) that this Agreement and Share Purchase Agreement have has been duly executed and delivered by the Corporation Company and constitute constitutes a legal, valid and binding obligations obligation of the Corporation and are Company enforceable against the Corporation it in accordance with their respective its terms, subject to customary exceptionsbankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (HE) that the execution and delivery of this Agreement and the Share Purchase Agreement, fulfilment of the terms thereof by the Company and the performance by issuance, sale and delivery of the Corporation of its obligations thereunder Offered Shares and the Agents’ Warrants, do not and will not result in a breach of, of or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with any term or provision of: (i) the constating documents articles and by-laws of the Corporation Company, any resolutions of the shareholders or directors of the Company, or the laws of the Province of British Columbia and any amendments thereto, or (ii) the Business Corporations Act (British Columbia)federal laws of Canada applicable therein; (IF) that Computershare Investor Services Inc. at its principal offices all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Offering Documents (and any Offering Document Amendment) and the filing thereof with the Securities Commissions in the city of Vancouver, British Columbia has been appointed as the transfer agent and registrar for the Common SharesQualifying Canadian Jurisdictions; (JG) that the Offered Shares have been validly issued as fully paid and non- assessable securities in the capital of the Company; (H) all necessary documents have been filed, all requisite necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws orders have been obtained by the Corporation under Canadian Securities Laws to qualify the Firm distribution to the public of the Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public Agents’ Warrants in each of the Qualifying Jurisdictions by or through investment dealers or brokers persons who are duly registered under the applicable securities laws of the Qualifying Jurisdictions Canadian Securities Laws and who have complied with the relevant provisions of such applicable securities lawsCanadian Securities Laws; (KI) subject to the form qualifications and terms of assumptions set out therein, the definitive certificate representing statements set forth in the Common Shares have been approved by Final Prospectus under the board of directors of caption “Eligibility for Investment”, insofar as they purport to describe the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies laws referred to therein, are fair summaries of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporationmatters discussed therein; and (LJ) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject only to the qualifications, assumptions and limitations set out under such heading; and (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Personsstandard listing conditions, the Underwriters will receiveShares, at the Closing Time, a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by Agents’ Shares have been conditionally approved for listing on the U.S. Placement Memorandum and in accordance with this AgreementCSE, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters Agents and their legal counsel, acting reasonably; (ii) favourable legal opinions from legal counsel to Plus Nevada and Xxxxxxxx, regarding each such subsidiary in form and substance acceptable to the Agents and their counsel, acting reasonably, substantially to the effect set out below: (A) such subsidiary having been incorporated and existing under its jurisdiction of incorporation; (B) such subsidiary having all requisite corporate power and capacity to carry on business and to own and lease properties and assets; and (C) as to the authorized and issued share capital of such subsidiary and to the ownership thereof; and (iii) if any Offered Shares are sold in the United States, an opinion from XxXxxxxx LLP, U.S. securities counsel to the Company, in form and substance reasonably satisfactory to the Agents to the effect that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Offered Shares, provided such offers and sales are made in compliance with Schedule B to this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Shares.

Delivery of Opinions. (ia) The Underwriters Agents shall have received at the Closing Time Time, a legal opinion from Norton Xxxx Xxxxxxxxx Canada LLP, counsel to the Company, dated the Closing Date, in form and substance satisfactory to counsel to the UnderwritersAgents, acting reasonably, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLP, Canadian Agents and counsel to the Corporation, Agents as to the federal laws applicable Laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel in any Qualifying Jurisdiction where the Offered Units are sold and it deems such reliance proper as to the laws Laws other than those of any province Canada, British Columbia, Alberta, Quebec and Ontario, or the Company may deliver separate opinions from local counsel in which the Corporation’s Canadian counsel is not qualified to practice (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters)respect thereof, and as to matters of fact, on certificates of Governmental Entities the Company or FII, as applicable, executed on its behalf by a senior officer of the Company or FII, as the case may be, the representations and warranties of the Company and FII made elsewhere herein, government officials and officers of the Corporation Company and FII, as applicable, and letters from stock exchange representatives and transfer agents, agents with respect to the following matters: (Ai) as to (A) the existence incorporation, formation and existence, as the case may be, of each of the Corporation Company and FII under the laws Laws of its jurisdiction of incorporation respective governing jurisdictions, and as to (B) the corporate power and capacity of each of the Corporation to own Company and lease property and assets and carry on business as described in the Final Prospectus FII (including, for greater certainty, all documents incorporated by reference thereinw) and to execute, deliver and perform its carry out their respective obligations under the Related Agreements to which it is a party, (x) in the case of the Company only, to issue the Securities as contemplated by this Agreement Agreement, the Prospectus and any Prospectus Amendment, (y) to carry on their respective businesses as it is described in the Share Purchase AgreementProspectus and any Prospectus Amendment, and (z) to own their respective assets; (Bii) as to the issued and authorized capital of the CorporationCompany; (Ciii) that all necessary corporate action has been taken by the Corporation to authorize the issuance on behalf of each of the Firm Offered Shares Company and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation FII to authorize the execution and delivery of each of the Related Agreements to which it is a party, the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments Amendment in both the French and English languages, and the filing of such documents that are required to be filed under Canadian Securities Laws in of each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements theretoJurisdictions; (Eiv) that no approval, authorization, consent consent, permit or approval of, or other order ofaction by, and no filing, registration or recording withfiling with or notice to, any Governmental Entity governmental agency or authority, regulatory body, court, tribunal or other similar entity having jurisdiction in the Province of Ontario is required under Canadian Securities Laws by the laws of the Province of British Columbia Company and the federal laws of Canada applicable therein FII in connection with the execution and delivery by each of the Company and with FII of the Related Agreements to which it is a party and the performance by each of the Corporation Company and FII of its their respective obligations under thereunder (including for greater certainty the issuance or sale of the Securities hereunder and the consummation of the transactions contemplated by this Agreement, except as ) other than filings under the Securities Laws which have been obtained duly made by or made and are in full force and effect, on behalf of the Company or FII (other than the filing of a report as required by Canadian Securities Laws with regard to the geographic distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities LawsSecurities); (Fv) the Unit Shares and Over-Allotment Shares having been duly authorized and, at the Closing Time and upon payment of the purchase price therefor, the Unit Shares and Over-Allotment Shares will be validly issued as fully paid and non-assessable Subordinate Voting Shares; (vi) the FII Investment Shares having been duly authorized and, at the Closing Time and upon payment of the purchase price therefor, the FII Investment Shares will be validly issued as fully paid and non-assessable Multiple Voting Shares; (vii) the Warrant Shares issuable upon exercise of the Founder Warrants have been duly authorized and, upon the payment of the exercise price therefor, being validly issued as fully paid and non-assessable Subordinate Voting Shares; (viii) that the attributes of the Securities are consistent in all necessary corporate action has been taken material respects with the descriptions thereof in the Prospectus; (ix) that each of the Related Agreements to which it is a party (assuming the due authorization, execution and delivery of the Related Agreements by the Corporation parties thereto other than the Company and FII) constitutes a valid and legally binding obligation of the Company and FII, as the case may be, enforceable against the Company and FII, as the case may be, in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, arrangement moratorium or similar Laws affecting the rights of creditors generally and except as limited by the application of general equitable principles when equitable remedies are sought (including the fact that the availability of equitable remedies is in the discretion of the court) and subject to authorize the fact that rights of indemnity and contribution may be limited by applicable Law; and provided that such counsel may express no opinion as to the enforceability of the indemnity and contribution and severability provisions of such Related Agreements and that such counsel’s opinion may contain the limitations and qualifications customary for an enforceability opinion; (x) the execution and delivery by each of this Agreement the Company and FII, as applicable, of the Share Purchase AgreementRelated Agreements to which it is a party does not, and the performance by each of the Corporation Company and FII, as applicable, of its obligations hereunder and thereunder (including including, in the case of the Company, the issuance and delivery to the Underwriters sale of the Offered Shares)Securities) does not and will not contravene applicable Laws of the Province of Ontario, or any Laws of Canada applicable therein that is binding or is applicable to them; (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (Hxi) that the execution and delivery by each of this Agreement the Company and FII, as applicable, of the Share Purchase AgreementRelated Agreements to which it is a party does not, and the performance by each of the Corporation Company and FII, as applicable, of its obligations thereunder do hereunder and thereunder, does not and will not result in a breach of, contravene or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default underunder its constating documents or by-laws; (xii) that the form of share certificate representing the Subordinate Voting Shares and the form of Warrant Certificate representing the Founder Warrants have been duly approved and adopted by the board of directors of the Company and complies with the provisions of the CBCA, and do not and will not conflict with any term or provision of: (i) the constating documents and the by-laws of the Corporation Company and any amendments theretothe rules of the TSXV or TSX, or (ii) the Business Corporations Act (British Columbia)as applicable; (Ixiii) that, as of the Closing Date, the statements under the heading “Certain Canadian Federal Income Tax Considerations” in the Prospectus are an accurate summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) generally applicable to a person who acquires Subordinate Voting Shares and Founder Warrants as beneficial owner pursuant to the Offering, subject to the assumptions, limitations, conditions, qualifications and restrictions set out therein; (xiv) that, as of the Closing Date, the statements under the heading “Eligibility for Investment” in the Prospectus are accurate, subject to the assumptions, limitations, qualifications, and understandings set out therein; (xv) that Computershare Investor Services Inc. Inc., at its principal offices office in the city City of VancouverToronto, British Columbia has been duly appointed as registrar and transfer agent for the Subordinate Voting Shares and Computershare Trust Company of Canada, at its principal office in the City of Toronto, has been duly appointed as the transfer warrant agent and registrar for the Common SharesFounder Warrants; (Jxvi) that CIBC WM has been duly appointed as the custodian of the Company’s investment portfolio; (xvii) that all necessary documents have been filed, all requisite proceedings have been taken and all necessary authorizations, approvals, permits, consents and authorizations of the appropriate regulatory authorities under Canadian Securities Regulators required by applicable securities laws Laws of each of the Qualifying Jurisdictions have been obtained by the Corporation Company to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale of the Securities to the public in each of the Qualifying Jurisdictions through or to investment dealers or brokers registered under applicable securities laws Canadian Securities Laws of each of the Qualifying Jurisdictions in which such investment dealers or brokers have engaged in the distribution of the Securities and who have complied with the relevant provisions of the Canadian Securities Laws of such applicable securities lawsQualifying Jurisdictions and the terms of their registration; (Kxviii) that, subject to the form and terms fulfillment by the Company of the definitive certificate representing conditions imposed by the Common TSXV or TSX, as applicable, as set out in a letter of the TSXV or TSX dated September 24, 2019, and October 16, 2019, respectively, the Subordinate Voting Shares and Founder Warrants have been conditionally approved for listing by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSXV or TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporationas applicable; and (Lxix) confirming the statements under Laws of the heading “Eligibility for Investment” in the Prospectus, subject Province of Québec relating to the qualifications, assumptions and limitations set out under such heading; and use of the French language (iiother than those relating to verbal communications) If any Offered Shares are sold will have been complied with in connection with the Offering to purchasers in such province if such purchasers received a copy of the United States Prospectus and all documents which constitute the contract of sale, including forms of order and confirmation, invoices and receipts, in the French language only, or a copy of each of such documents in the French language and in the English language and, if definitive certificates evidencing the Offered Units, Units Shares or Founder Warrants are issued to purchasers, definitive certificates evidence the Offered Units, Unit Shares of Founder Warrants, as the case may be, in bilingual form or for in the account or benefit French language only, provided that such documents in the English language may be delivered, without delivery of U.S. Personsthe French language versions thereof, to natural persons in the Underwriters Province of Quebec who have expressly requested in writing such documents in the English language. For greater certainty, counsel to the Company will receive, not express any opinion with respect to the Laws of the Province of Quebec relating to the use of the French language in connection with verbal communication. (b) The Agents shall have received at the Closing Time, Time a favourable legal opinion of Blake, Xxxxxxx & Xxxxxxx LLP, dated the Closing Date from United States Date, addressed to the Agents with respect to certain matters in Section 17.1(a); provided that Blake, Xxxxxxx & Xxxxxxx LLP shall be entitled to rely upon the opinions of local counsel in any Qualifying Jurisdiction where the Offered Units are sold and it deems such reliance proper as to the Laws other than those of Canada and Ontario, and as to matters of fact, on certificates of the auditors of the Company, public officials and officers of the Company and FII; and provided further that counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, Agents shall be entitled to rely on the opinions of counsel to the effect that, assuming the accuracy Company with respect to certain of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonablymatters.

Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters (and, if required for opinion purposes, counsel to the Underwriters) from Norton Rxxx Gowling Xxxxxxx Xxxxxxxxx Canada LLP, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel and United States counsel where it deems such reliance proper as to the laws other than those of any province in which the Corporation’s Canadian counsel is not qualified to practice Canada and British Columbia, Alberta, and Ontario (or alternatively, alternatively make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), ) and as to matters of fact, on certificates of Governmental Entities Authorities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters: (A) as to the existence of the Corporation under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business activities as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement Agreement, the Warrant Indenture, the Warrant Certificates and the Share Purchase AgreementCompensation Warrant Certificates; (B) as to the authorized and issued capital of the Corporation, including issued and outstanding Common Shares; (C) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares execution and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements theretoJurisdictions; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (FD) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement Agreement, the Warrant Indenture, the Warrant Certificates and the Share Purchase Agreement, Compensation Warrant Certificates and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to issue and deliver to the Underwriters of the Offered Shares)Securities and the Compensation Warrants; (GE) that this Agreement Agreement, the Warrant Indenture, the Warrant Certificates and Share Purchase Agreement the Compensation Warrant Certificates have been duly executed and delivered by the Corporation and constitute each constitutes a legal, valid and binding obligations obligation of the Corporation and are is enforceable against the Corporation in accordance with their respective its terms, subject to customary exceptionsqualifications for enforceability opinions; (HF) that the execution and delivery of this Agreement Agreement, the Warrant Indenture, the Warrant Certificates and the Share Purchase Agreement, Compensation Warrant Certificates and the performance by of the Corporation of its Corporation’s obligations thereunder hereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the articles or by-laws or resolutions of the board of directors (or any committees thereof) or the shareholders of the Corporation or conflict with the laws of the Province of Ontario or the laws of Canada; (G) that the Offered Shares have been duly authorized and, upon the Corporation receiving payments of the aggregate purchase price therefor, will result be validly issued and outstanding as fully paid and non-assessable Common Shares; (H) that the issuance of the Offered Warrants and Compensation Warrants has been duly authorized; (I) that the issuance of the Underlying Shares has been duly authorized and, upon due exercise of the Offered Warrants and the Compensation Warrants (including payment of the exercise price thereof) in a breach accordance with their terms, such Underlying Shares will be validly issued as fully-paid and non-assessable Common Shares; (J) that the attributes of or constitute a default under, the Securities conform in all material respects with the description of those securities in the Prospectus; (K) that the forms of the certificates representing the Common Shares and do not the Warrants have been duly approved by the Corporation and will not conflict comply with any term or provision of: (i) the constating documents provisions of the articles and by-laws of the Corporation and any amendments thereto, or (ii) the requirements of the Canada Business Corporations Act (British Columbia)Act; (IL) that the statements under the heading “Eligibility for Investment” in the Prospectus are accurate, subject to the assumptions, qualifications, limitations and restrictions set out in the Prospectus; (M) that, subject to the qualifications, assumptions, limitations and restrictions set out in the Prospectus under the heading “Certain Canadian Federal Income Tax Considerations”, the statements contained therein constitute a fair summary of the principal Canadian federal income tax consequences arising under the ITA to persons referred to therein; (N) that Computershare Investor Services Inc. at its principal offices in the city of Vancouver, British Columbia Toronto has been duly appointed as the transfer agent and registrar for the Common Shares; (JO) that Computershare Trust Company of Canada or its affiliate at its principal offices in the city of Toronto has been duly appointed as the warrant agent for the Warrants; (P) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws legal requirements have been obtained fulfilled by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (KQ) no documents are required to be filed, proceedings taken or approvals, consents, or authorizations are required to be obtained by the Corporation under Canadian Securities Laws to permit the issuance and delivery by the Corporation of the Underlying Shares upon due exercise of the Warrants pursuant to the Warrant Indenture and upon due exercise of the Compensation Warrants pursuant to the Compensation Warrant Certificates by holders of such securities in the Qualifying Jurisdictions, if such issuance and delivery were made on the date of the opinion, provided that the Corporation is not engaged in the business of trading securities; (R) the form and terms first trade in the Underlying Shares is exempt from, or is not subject to, the prospectus requirements of the definitive certificate representing Canadian Securities Laws of each of the Common Qualifying Jurisdictions and no documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under Canadian Securities Laws in any of the Qualifying Jurisdictions in respect of such trade, subject to the exceptions generally provided for in such opinions; (S) that the Offered Shares, the Offered Warrants and the Underlying Shares have been conditionally approved for listing by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable subject to the fulfilment of the requirements of such exchange on or before the constating documents and by-laws of date set out in the Corporationconditional listing letter; and (LT) confirming as to any other legal matters reasonably requested by the statements under the heading “Eligibility for Investment” in the Prospectus, subject to the qualifications, assumptions and limitations set out under such heading; andUnderwriters. (ii) The Underwriters shall have received at the Closing Time a legal opinion of Osler, Xxxxxx & Harcourt LLP, dated the Closing Date, addressed to the Underwriters with respect to certain of the matters in Section 17(a)(i); provided that counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada and Alberta and Ontario. (iii) If any Offered Shares of the Units are sold to purchasers in the United States or to or for the account or benefit of U.S. PersonsStates, the Underwriters will receive, shall have received at the Closing Time, a favourable legal Time an opinion dated the Closing Date from United States of U.S. counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in form and substance satisfactory to the Underwriters, acting reasonably to the effect thatthat in connection with the offer, assuming the accuracy sale and delivery of the respective representations and warranties of, and compliance with Securities in the respective undertakings of, the Corporation and the Underwriters set forth in this AgreementUnited States, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act. (iv) The Underwriters shall have received at the Closing Time a title opinion with respect to the Xxxxxx Nickel Project, such opinion to be in form and substance acceptable satisfactory to the Underwriters and their legal counselUnderwriters, acting reasonably.

Delivery of Opinions. (i) The Underwriters Investor shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the UnderwritersInvestor, acting reasonablyfrom Canadian counsel to the Company, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLPInvestor, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any province in Canada and British Columbia which the Corporation’s Canadian counsel is not qualified to practice (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and may rely upon as to matters of fact, fact on certificates of Governmental Entities the auditors of the Company, the Transfer Agent, government officials, public and stock exchange officials and officers of the Corporation Company and letters from stock exchange representatives and transfer agentsthe Subsidiaries, with respect to the following matters, assuming completion of the Closing: (A) as to the valid existence and good standing of each of the Corporation Company and the Subsidiaries under the laws of its their respective jurisdiction of incorporation and organization or incorporation, as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreementapplicable; (B) as to the authorized and issued capital of each of the CorporationCompany and the Subsidiaries; (C) that the Company is the registered owner of all of the issued and outstanding common shares or other securities of the Subsidiaries; (D) that each of the Company and the Subsidiaries have all requisite corporate power and capacity including under the laws of its respective jurisdiction of incorporation to (i) carry on its business as presently carried on (as applicable); (ii) own its property; (iii) in the case of the Company solely, issue the Subscription Shares; and (iv) in the case of the Company solely, carry out the transaction contemplated hereby; (E) that all necessary corporate action has been taken by the Corporation Company to authorize the issuance execution and delivery of this Agreement and the Firm Offered performance of its obligations hereunder; (F) that the Subscription Shares have been duly authorized and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares)shares; (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement and by the Share Purchase Company, the fulfilment of the terms of this Agreement, the issue and sale of the performance Subscription Shares and, the consummation of the transactions contemplated by the Corporation of its obligations thereunder this Agreement, do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any current statute or regulation of the province of British Columbia, will result in a breach or of the terms, conditions or constitute a default under, and do not and will not conflict with any term or provision of: (i) provisions of the constating documents of the Corporation Company or any resolutions of directors or shareholders of the Company or the Material Contracts; (H) that this Agreement has been duly authorized and any amendments theretoexecuted by the Company and constitutes a legal, or (ii) valid and binding obligation of the Business Corporations Act (British Columbia)Company and is enforceable against the Company in accordance with its terms, subject to reasonable opinion qualifications; (I) that the form and terms of the certificates representing the Subscription Shares have been duly approved by the Company and meet all legal requirements under the constating documents of the Company, the Act and the rules of the TSX (if any) and have been duly approved by the Company; (J) that Computershare Investor Services Inc. at its principal offices in the city cities of Vancouver, British Columbia Vancouver and Toronto has been duly appointed as the transfer agent and registrar for the Common Shares; (J) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations common shares of the Canadian Securities Regulators required by applicable securities laws have Company, which appointment has not been obtained by the Corporation to qualify the Firm Offered Shares revoked and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities lawsamended; (K) the form and terms of the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporation; and (L) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject to the qualifications, assumptions and limitations set out under such heading; and (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receive, at the Closing Time, a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonably.

Delivery of Opinions. (i) The Underwriters Investor shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the UnderwritersInvestor, acting reasonablyfrom Canadian counsel to the Company, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLP, Canadian counsel to the CorporationInvestor, as to the laws of British Columbia and the federal laws of Canada and the Qualifying Jurisdictionsapplicable therein, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and as to matters of fact, on certificates of Governmental Entities the Transfer Agent, government officials, public and stock exchange officials and officers of the Corporation and letters from stock exchange representatives and transfer agentsCompany, with respect to the following matters, assuming completion of the Closing: (A) as to the valid existence and good standing of the Corporation Company under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase AgreementAct; (B) as to the authorized and issued capital of the CorporationCompany; (C) that the Company is the registered owner of all of the issued and outstanding common shares or other securities of LCH; (D) that the Company has all requisite corporate power and capacity including under the laws of British Columbia to (i) carry on its business as presently carried on; (ii) own its property; (iii) issue the Subscription Shares; and (iv) perform its obligations and carry out the transactions contemplated hereby; (E) that all necessary corporate action has been taken by the Corporation Company to authorize the issuance execution and delivery of this Agreement and the Firm Offered performance of its obligations hereunder; (F) that the Subscription Shares have been duly authorized and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise common shares of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares)Company; (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement by the Company, the fulfilment of the terms of this Agreement, the issue and sale of the Subscription Shares and the Share Purchase consummation of the transactions contemplated by this Agreement, and the performance by the Corporation of its obligations thereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both, will result in a breach ) of any current statute or constitute a default under, and do not and will not conflict with any term or provision of: (i) the constating documents regulation of the Corporation and any amendments theretoprovince of British Columbia or Canada, or of the terms, conditions or provisions of the Articles of the Company; (iiH) that this Agreement has been duly authorized, executed and delivered by the Business Corporations Act (British Columbia)Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to customary opinion qualifications; (I) that Computershare Investor Services Inc. the form and terms of the DRS advice or certificate representing the Subscription Shares have been duly approved by the Company and meet all legal requirements under the Articles of the Company, the Act and the rules of the TSX (if any) and have been duly approved by the Company; (J) that the Transfer Agent at its principal offices in the city City of Vancouver, British Columbia Columbia, has been duly appointed as the transfer agent and registrar for the Common Shares; (J) that all documents have , which appointment has not been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws have been obtained by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers revoked or brokers registered under applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities lawsamended; (K) that the form Company is a reporting issuer in the provinces of British Columbia, Alberta and terms Ontario and is not in default of the definitive certificate representing Securities Laws of such provinces; (L) the Common issue and sale of the Subscription Shares have been approved by the board of directors of Company to the Corporation and comply in all material respects with all applicable provisions of Investor is exempt from the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable prospectus requirements of the constating documents Securities Laws in British Columbia and by-laws no prospectus will be required, no other document will be required to be filed, no proceeding will be required to be taken and no approval, permit, consent, order or Authorization of a regulatory authority will be required to be obtained by the Company under the Securities Laws in the Province of British Columbia in connection with the issue and sale of the CorporationSubscription Shares in British Columbia to the Investor of such Subscription Shares other than the requirement that the Company files within ten (10) days from the date of issue and sale, a report of the sale prepared and executed in accordance with the Securities Laws in British Columbia, together with the payment of prescribed fees in connection therewith; (M) a customary first trade opinion; and (LN) confirming the statements under Subscription Shares have been conditionally approved for listing on the heading “Eligibility for Investment” in the Prospectus, TSX subject to the qualifications, assumptions and limitations set out under such heading; andfiling of documents in accordance with the requirements of the TSX. (ii) If any Offered Shares are sold The Investor shall have received from Ecuadorian counsel to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receiveCompany, at the Closing Time, addressed to the Investor and in form and substance satisfactory to the Investor, acting reasonably: (A) a favourable legal opinion dated the Closing Date from United States counsel with respect to title matters and the Material Project Authorizations relating to the CorporationProject; and (B) a customary corporate legal opinion dated the Closing Date with respect to (i) this Agreement; (ii) compliance with Environmental Laws, Norton Rxxx Xxxxxxxxx Canada LLPincluding specifically, without limiting the generality of the foregoing, prior informed public consultations, and (iii) that LCH is the registered trustor of the Guarantee Trust that owns all of the issued and outstanding common shares and other securities (if applicable) of Xxxxxx Ecuador, that upon complying with the terms of the Senior Credit Agreement, LCH shall have the sole and exclusive right to claim restitution of the aforementioned common shares and other securities (if applicable) of Xxxxxx Ecuador, free from any Encumbrance, and that in such case the obligation of the Guarantee Trust to transfer back the common shares and any other securities (if applicable) to LCH will only be subject to the effect that, assuming Ecuador Collateral Agent’s notification to the accuracy Guarantee Trust that the Company has complied with the obligations of the respective representations Senior Credit Agreement and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” shall not be subject to this Agreement, to purchasers in the United States any other Person’s consent or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonablyapproval.

Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters (and, if required for opinion purposes, counsel to the Underwriters) from Norton Rxxx Fasken Xxxxxxxxx Canada XxXxxxxx LLP, Canadian counsel to the CorporationCompany, as to the federal laws of Canada and the Canadian Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any province in which the Corporation’s Canadian counsel is not qualified to practice provinces other than Ontario, British Columbia, Alberta and Québec (or alternatively, alternatively make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), ) and as to matters of fact, on certificates of Governmental Entities Authorities and officers of the Corporation Company and letters from stock exchange representatives and transfer agents, with respect to the following matters: (A) as to the existence of the Corporation Company under the laws of its jurisdiction of incorporation incorporation, formation or continuance and as to the corporate power and capacity of the Corporation Company to own and lease property and assets and to carry on business business, in each case as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) Offering Documents and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreement; (B) as to the authorized capital existence of each of the CorporationCompany’s Canadian subsidiaries under the laws of its jurisdiction of incorporation, formation or continuance and as to the corporate power and capacity of the Company’s Canadian subsidiaries to own and lease assets and to carry on business, in each case, as described in the Offering Documents; (C) that all necessary corporate action has been taken by as to the Corporation to authorize the issuance authorized and issued capital of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common SharesCompany; (D) that all necessary corporate action has been taken by the Corporation Company to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus Offering Documents and, if applicable, any Prospectus Amendments Offering Document Amendment, and the filing of such documents under Canadian Securities Laws in each of the Canadian Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements theretoJurisdictions; (E) that all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (F) that this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to customary qualifications for enforceability opinions; (G) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity Authority is required of the Company under the laws of the Province of British Columbia Québec and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date with: (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F1) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder hereunder, and thereunder (including 2) the issuance and delivery to the Underwriters of the Offered Shares); (G) that Shares pursuant to this Agreement and Share Purchase Agreement Agreement, other than filings under the securities laws of the Province of Québec which have been duly executed and delivered made by the Corporation and constitute legal, valid and binding obligations or on behalf of the Corporation and are enforceable against Company (other than the Corporation in accordance with their respective terms, subject filing of a report as to customary exceptionsthe geographic distribution of the Shares); (H) that the execution and delivery of each of this Agreement and the Share Purchase Agreement, and performance of the performance by the Corporation of its Company’s obligations thereunder hereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both, will result in a breach ) of or constitute a default under, and do not and will not conflict with any term or provision of: (i) the constating documents of the Corporation and terms, conditions or provisions of the articles or by-laws of the Company or any amendments thereto, laws of the Province of Québec or (ii) the Business Corporations Act (British Columbia)federal laws of Canada applicable therein; (I) that Computershare Investor Services Inc. the Company has taken all necessary corporate action to authorize the issuance of the Firm Shares and the Optional Shares and that such shares, when issued and delivered in accordance with the terms of this Agreement, will be validly issued as fully paid and non-assessable Subordinate Voting Shares of the Company; (J) that the provisions of the Participating Shares and the preferred shares of the Company conform, in all material respects, with the descriptions of the Participating Shares and the preferred shares in the Offering Documents under the heading “Description of Share Capital”; (K) that the form and terms of the certificates representing the Subordinate Voting Shares have been duly approved by the Company and comply with the provisions of the articles and by-laws of the Company, the requirements of the Canada Business Corporations Act and the applicable requirements of the TSX; (L) that the statements in the Canadian Final Prospectus under the heading “Eligibility for Investment” are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein; (M) that the statements in the Offering Documents under the heading “Certain Canadian Federal Income Tax Considerations”, to the extent that such statements summarize matters of law or legal conclusions, fairly summarize the matters described therein in all material respects, subject to the assumptions, qualifications, limitations and restrictions set out therein; (N) that AST Trust Company (Canada) at its principal offices in the city City of Vancouver, British Columbia Montreal has been duly appointed as the transfer agent and registrar for the Common Participating Shares; (JO) that all necessary documents have been filed, all requisite necessary proceedings have been taken and all necessary approvals, permits, consents and authorizations of legal requirements have been fulfilled by the Company as required under Canadian Securities Regulators required by applicable securities laws have been obtained by the Corporation Laws in order to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Canadian Qualifying Jurisdictions through investment dealers or brokers duly registered under the applicable securities laws of the such Canadian Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities lawsCanadian Securities Laws; (KP) as to compliance with the form and terms of the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the CorporationProvince of Québec relating to the use of the French language in connection with the offering of Shares and documents to be delivered to purchasers in such province, including without limitation the Canadian Final Prospectus; and (LQ) confirming that the statements under Shares have been conditionally approved for listing by the heading “Eligibility for Investment” in the ProspectusTSX, subject to the qualificationsfulfilment of the requirements of such exchange on or before •, assumptions and limitations set out under such heading; and2021. (ii) If any Offered The Underwriters shall have received at the Closing Time a legal opinion of XxXxxxxx Xxxxxxxx LLP, dated the Closing Date, addressed to the Underwriters with respect to certain of the matters in Section 18(a)(i); provided that counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of the Province of Québec. (iii) The Underwriters shall have received at the Closing Time a legal opinion from Ropes & Xxxx LLP, as U.S. counsel to the Underwriters, dated the Closing Date, addressed to the Underwriters with respect of sales of the Shares are sold to purchasers in the United States or and such counsel shall have received such documentation and information as they may reasonably request to or for the account or benefit of U.S. Persons, the enable them to pass upon such information. (iv) The Underwriters will receive, shall have received at the Closing Time, a favourable legal Time an opinion dated the Closing Date from United States of U.S. counsel to the CorporationCompany, Norton Rxxx Xxxxxxxxx Canada Xxxxx Xxxx & Xxxxxxxx LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable satisfactory to the Underwriters, acting reasonably. (v) The Underwriters shall have received at the Closing Time a customary “10b-5” letter from each of (i) Ropes & Xxxx LLP, as U.S. counsel to the Underwriters and their legal counsel(ii) Xxxxx Xxxx & Xxxxxxxx LLP, acting reasonablyas U.S. counsel to the Company.

Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Underwriters and counsel to the Underwriters from Norton Rxxx Xxxxxxxxx Canada MxXxxxxx Txxxxxxx LLP, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems they deem such reliance proper as to the laws other than those of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternativelyCanada, make arrangements to have such opinions directly addressed to the Underwriters Ontario, Alberta and counsel to the Underwriters), British Columbia and as to matters of fact, on certificates of Governmental Entities the auditors of the Corporation, public and stock exchange officials and officers of the Corporation and letters from stock exchange representatives and transfer agentsCorporation, with respect to the following matters: (A) as to the due incorporation and valid existence of the Corporation under the laws of its jurisdiction of incorporation and as to the adequacy of the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform out its obligations under this Agreement and the Share Purchase Agreement; (B) as to the authorized and issued capital of the Corporation; (C) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares[intentionally deleted]; (D) that the Corporation has all requisite corporate power and authority under the laws of its respective jurisdiction of incorporation and all other jurisdictions where it carries on a material part of its business or owns any material property to, and each is qualified to, carry on its businesses as presently carried on and to carry out the transactions contemplated by the Offering Documents; (E) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and any Supplementary Material and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has the Securities have been taken duly authorized and issued by the Corporation to authorize the execution and delivery of this Agreement are outstanding as fully paid and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares)non-assessable shares; (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations attributes of the Corporation and Securities are enforceable against consistent in all material respects with the Corporation description of the Securities in accordance with their respective terms, subject to customary exceptionsthe Offering Documents; (H) that the execution and delivery of this Agreement Agreement, the fulfillment of the terms of this Agreement, the sale of the Securities and the Share Purchase Agreement, and consummation of the performance transactions contemplated by the Corporation of its obligations thereunder this Agreement do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any of the terms, will result in a breach conditions or provisions of or constitute a default under, and do not and will not conflict with any term or provision of: (i) the constating documents documents; (I) that this Agreement has been duly authorized executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation and any amendments theretois enforceable in accordance with its terms, except as enforcement of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or (ii) similar laws affecting the Business Corporations Act (British Columbia)rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; provided that such counsel may express no opinion as to the enforceability of the indemnity provisions of paragraph 11 and the contribution provisions of paragraph 12; (IJ) the Securities are qualified investments under the Income Tax Act (Canada) and the regulations thereunder for a trust governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plan; (K) [intentionally deleted]; (L) that Computershare Investor Services Inc. at its principal offices in the city of Vancouver, British Columbia Toronto has been duly appointed as the transfer agent and registrar for the Common Sharescommon shares of the Corporation; (JM) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws legal requirements have been obtained fulfilled by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (KN) that the Securities have been conditionally approved for listing on the TSX; (O) [intentionally deleted]; (P) that the Corporation is a reporting issuer or the equivalent under the Canadian Securities Laws of each of the Qualifying Jurisdictions that recognizes such concept and is not included on the list of defaulting issuers maintained pursuant to the Canadian Securities Laws of each of the Qualifying Jurisdictions that maintain such list; (Q) that the Corporation is qualified under NI 44-101 to file a prospectus in the form and terms of a short form prospectus in each of the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the CorporationQualifying Jurisdictions; and (LR) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject as to all other legal matters reasonably requested by counsel to the qualificationsUnderwriters relating to the distribution of the Securities, assumptions and limitations set out under such heading; and (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit including delivery at closing of U.S. Persons, the Underwriters will receive, at the Closing Time, a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, Corporation on matters of law pertaining to the effect that, assuming the accuracy Intellectual Property of the respective representations and warranties ofCorporation and, and compliance with the respective undertakings ofin particular, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonablyits asset known as LOR-253.

Delivery of Opinions. (i) The Underwriters Investor shall have received at the Time of Closing a favourable legal opinion dated as of the Closing Date, in form and substance satisfactory to the Investor, from Canadian counsel to the Company, addressed to the Investor and its counsel, as to the laws of Canada and British Columbia which counsel may rely upon as to matters of fact on certificates of the auditors of the Company, government officials, public and stock exchange officials and officers of the Company and the Subsidiaries, with respect to the following matters, assuming completion of the Closing: A. as to the valid existence of each of the Company and the Subsidiaries under the laws of their respective jurisdiction of organization or incorporation, as applicable; B. as to the authorized and issued capital of each of the Company and the Subsidiaries; C. that the Company is the registered owner of all of the issued and outstanding common shares or other securities of the Subsidiaries; D. that each of the Company and the Subsidiaries has all requisite corporate power, capacity and authority including under the laws of its respective jurisdiction of incorporation or organization, as applicable, and each is qualified to: (i) carry on its business as presently carried on (as applicable); (ii) own its property; (iii) in the case of the Company solely, issue the Subscription Shares; and (iv) in the case of the Company solely, carry out the transaction contemplated hereby; E. that all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; F. that the Subscription Shares have been duly authorized and are validly issued and outstanding as fully paid and non-assessable shares; G. that the execution and delivery of this Agreement by the Company, the fulfilment of the terms of this Agreement, the issue and sale of the Subscription Shares and the consummation of the transactions contemplated by this Agreement, do not and will not result in a breach (whether after notice or lapse of time or both) of applicable Laws, or of the terms, conditions or provisions of the constating documents of the Company or any resolutions of directors or shareholders of the Company; H. that this Agreement has been duly authorized and executed by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to reasonable opinion qualifications; I. that the form and terms of the certificates representing the Subscription Shares have been duly approved by the Company and meet all legal requirements under the constating documents of the Company and the Act; J. that the Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares, which appointment has not been revoked and amended; K. that the Company is a reporting issuer, or its equivalent, in each of the Qualifying Jurisdictions; L. the issue and sale of the Subscription Shares by the Company to the Investor is exempt from the prospectus requirements of Securities Laws and no prospectus will be required, no other document will be required to be filed, no proceeding will be required to be taken and no approval, permit, consent, order or authorization of a regulatory authority will be required to be obtained by the Company under Securities Laws in connection with the issue and sale of the Subscription Shares to the Investor, other than the requirement that the Company files within 10 days from the date of issue and sale of the Subscription Shares, a report of the sale prepared and executed in accordance with applicable Securities Laws, together with the payment of prescribed fees in connection therewith; M. the first trade in the Subscription Shares other than a trade which is otherwise exempt under applicable Securities Laws, will be a deemed distribution subject to the prospectus requirements of applicable Securities Laws, unless certain conditions are met; and N. as to all other legal matters reasonably requested by counsel to the Investor relating to the distribution of the Subscription Shares. (ii) The Investor shall have received at the Time of Closing a legal title opinion dated the Closing Date, in form and substance satisfactory to the UnderwritersInvestor, acting reasonablyfrom Mexican counsel to the Company, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLPInvestor and its counsel, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and as to matters of fact, on certificates of Governmental Entities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters: (A) as to the existence of the Corporation under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreement; (B) as to the authorized capital of the Corporation; (C) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares); (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations thereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with any term or provision of: (i) the constating documents of the Corporation and any amendments thereto, or (ii) the Business Corporations Act (British Columbia); (I) that Computershare Investor Services Inc. at its principal offices in the city of Vancouver, British Columbia has been appointed as the transfer agent and registrar for the Common Shares; (J) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws have been obtained by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (K) the form and terms of the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporation; and (L) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject to the qualifications, assumptions and limitations set out under such heading; and (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receive, at the Closing Time, a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonablyLas Chispas Project.

Delivery of Opinions. (ia) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Underwriters and counsel to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLPXxxx Xxxx Law Corporation, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems they deem such reliance proper as to the laws of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and as to matters of fact, on certificates of Governmental Entities the auditors of the Corporation, public and stock exchange officials and officers of the Corporation and letters from stock exchange representatives and transfer agentsCorporation, with respect to the following matters: (Ai) as to the existence adequacy of the Corporation under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform out its obligations under this Agreement and to issue the Share Purchase AgreementOffered Shares and Cobalt Contract Shares; (Bii) as to the authorized and issued capital of the Corporation; (Ciii) that all necessary corporate action has been taken by the Corporation to authorize is the issuance registered owner of 100% of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution shares of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements theretoSubsidiaries; (Eiv) that no approval, authorization, consent or other order of, the Corporation has all requisite corporate power and no filing, registration or recording with, any Governmental Entity is required authority under the laws of its respective jurisdiction of incorporation and all other jurisdictions where it carries on a material part of its business or owns any material property to, and each is qualified to, carry on its businesses as presently carried on and to carry out the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance transactions contemplated by the Corporation of its obligations under this Agreement, except as have been obtained or made Prospectus and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws)Prospectus Amendments; (Fv) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Share Purchase AgreementFinal Prospectus and, if applicable, any Prospectus Amendments and the performance by filing of such documents under the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters Canadian Securities Laws in each of the Offered Shares)Qualifying Jurisdictions; (Gvi) that this Agreement the Offered Shares and Share Purchase Agreement Cobalt Contract Shares have been duly executed authorized and, when issued and delivered delivered, will be validly issued by the Corporation and constitute legal, valid outstanding as fully paid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptionsnon-assessable shares; (Hvii) that the attributes of the Offered Shares and Cobalt Contract Shares will be consistent in all material respects with the description of the Offered Shares and Cobalt Contract Shares in the Prospectus; (viii) that the execution and delivery of this Agreement Agreement, the fulfillment of the terms of this Agreement, the issue and sale of the Offered Shares and Cobalt Contract Shares and the Share Purchase Agreement, and consummation of the performance transactions contemplated by the Corporation of its obligations thereunder this Agreement do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any of the terms, will result in conditions or provisions of the Corporation’s constating documents; (ix) that this Agreement has been duly authorized executed and delivered by the Corporation and constitutes a breach of or constitute a default underlegal, valid and do not and will not conflict with any term or provision of: (i) the constating documents binding obligation of the Corporation and any amendments theretois enforceable in accordance with its terms, except as enforcement of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; provided that such counsel may express no opinion as to the enforceability of the indemnity provisions of Section 11 and the contribution provisions of Section 12; (iix) if, as and when listed on the TSX-V, the Offered Shares and Cobalt Contract Shares will be qualified investments under the Income Tax Act (Canada) and the regulations thereunder for a trust governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plan; (xi) that the form and terms of the Offered Shares and Cobalt Contract Shares meet all legal requirements under the Business Corporations Act (British Columbia)) and the rules of the TSX-V and have been duly approved by the Corporation; (Ixii) that Computershare Investor Services Inc. TSX Trust Company at its principal offices in the city of Toronto, Ontario and Vancouver, British Columbia has been duly appointed as the transfer agent and registrar for the Common Sharescommon shares of the Corporation; (Jxiii) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws legal requirements have been obtained fulfilled by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (Kxiv) that the form Offered Shares and terms of the definitive certificate representing the Common Cobalt Contract Shares have been conditionally approved for listing by the board of directors of TSX-V on or before the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the CorporationClosing Date; and (Lxv) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject as to all other legal matters reasonably requested by counsel to the qualifications, assumptions Underwriters relating to the distribution of the Offered Shares and limitations set out under such heading; andCobalt Contract Shares. (iib) If any if the Offered Shares and/or Cobalt Contract Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. PersonsStates, the Underwriters will receive, and the Corporation shall have received at the Closing Time, Time a customary and favourable legal opinion dated the Closing Date from United States counsel of Neal, Xxxxxx, Xxxxxxxxx LLP in form and substance satisfactory to the CorporationUnderwriters, Norton Rxxx Xxxxxxxxx Canada LLPacting reasonably, to the effect thatthat no registration is required under the 1933 Act, assuming the accuracy of the respective representations and warranties of, and compliance in connection with the respective undertakings ofinitial offer and sale of such common shares under (i) Rule 144A and (ii) Rule 506(b) of Regulation D and/or Section 4(a)(2) under the 1933 Act, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and conducted in accordance with this Agreement, including Agreement and Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonablyhereto.

Delivery of Opinions. (i) The Underwriters Agents shall have received at the Closing Time a legal opinion opinions dated the Closing Date, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada Agents (and, if required for opinion purposes, counsel to the Agents) from: (i) Xxxxxx Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian special tax counsel to the Corporation, with respect to the opinions described in Sections 18(a)(i)(M), (N) and (U) only; (ii) Xxxxxxx List Xxxxxxx LLP, counsel to the Corporation, as to the federal opinions described in the subparagraphs of Section 18(a)(i) other than Sections 18(a)(i)(M), (N) and (U), as to the laws of Ontario and the Federal laws of Canada applicable therein; and (iii) as to the laws of any Qualifying Jurisdiction, other than Ontario, and the Qualifying JurisdictionsFederal laws of Canada applicable therein, an opinion of counsel qualified in that jurisdiction with respect to the opinions described in Sections 18(a)(i)(P), (Q), (R) and (S), which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternativelyupon, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and as to matters of fact, on certificates of Governmental Entities Authorities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters: (A) as to the existence of the Corporation under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business activities as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement Agreement, the Warrant Certificates, the Agent Warrant Certificates and the Share Purchase AgreementFlow-Through Subscription Agreements; (B) as to the authorized capital of the Corporation; (C) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Shares execution and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution delivery of each of the Preliminary Prospectus, Prospectus and the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements theretoJurisdictions; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (FD) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement Agreement, the Warrant Certificates, the Agent Warrant Certificates and the Share Purchase Flow-Through Subscription Agreements and the performance of its obligations under this Agreement, the Agent Certificates, the Agent Warrant Certificates and the Flow-Through Subscription Agreements and to issue and deliver to the Agents the Purchased Units and the Additional Units, if any, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares)Agent Warrants; (GE) that this Agreement Agreement, the Warrant Certificates, the Agent Warrant Certificates and Share Purchase Agreement the Flow-Through Subscription Agreements have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptionsqualifications for enforceability opinions; (HF) that the execution and delivery of this Agreement Agreement, the Warrant Certificates, the Agent Warrant Certificates and the Share Purchase Agreement, Flow-Through Subscription Agreements and the performance by of the Corporation of its Corporation’s obligations thereunder under this Agreement, the Warrant Certificates, the Agent Warrant Certificates and the Flow-Through Subscription Agreements do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any of the terms, will result in a breach conditions or provisions of the articles or constitute a default under, and do not and will not conflict with any term or provision of: (i) the constating documents by-laws of the Corporation or resolutions of the board of directors (or any committee thereof) or the shareholders of the Corporation; (G) that the Purchased Units, Additional Units and any amendments theretothe Agent Units have been duly authorized; (H) that the Unit Shares and Flow-Through Shares forming part of the Purchased Units and the Additional Units have been duly authorized and, or (ii) upon receipt of payment therefore in accordance with this Agreement, will be validly issued by the Business Corporations Act (British Columbia)Corporation and will be outstanding as fully paid and non-assessable shares of the Corporation; (I) that Computershare Investor Services Inc. the Underlying Shares have been duly authorized and, upon due exercise of the Warrants, the Agent Warrants and the Warrants issued as a result of the exercise of the Agent Warrants (including payment of the exercise price thereof), as the case may be, will be validly issued as fully paid and non-assessable shares of the Corporation; (J) that the Warrants (including for greater certainty Warrants issued as a result of the exercise of Agent Warrants) and the Agent Warrants have been duly authorized; (K) that the attributes of the Securities conform in all material respects with the description of those Securities in the Prospectus; (L) that the forms of certificate representing the Common Shares and Warrants have been duly approved by the Corporation and comply with the provisions of the articles and by-laws of the Corporation and the requirements of the Business Corporations Act (Ontario); (M) that the statements under the heading “Eligibility for Investment” in the Prospectus are accurate, subject to the assumptions, qualifications, limitations and restrictions set out in the Prospectus; (N) that, subject to the qualifications, assumptions, limitations and restrictions set out in the Prospectus under the heading “Certain Canadian Federal Income Tax Considerations”, the statements contained therein constitute a fair summary of the principal Canadian federal income tax consequences arising under the ITA to persons referred to therein; (O) that Equity Financial Trust Company at its principal offices in the city City of Vancouver, British Columbia Toronto has been duly appointed as the transfer agent and registrar for the Common Shares; (JP) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws legal requirements have been obtained fulfilled by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (KQ) that the issuance and delivery by the Corporation of Warrant Shares upon the exercise of the Warrants, including for greater certainty Warrants issued as a result of the exercise of Agent Warrants, are exempt from the prospectus and registration requirements of Canadian Securities Laws, and no other documents are required to be filed, proceedings taken or approvals, consents or authorizations are required to be obtained by the Corporation under Canadian Securities Laws to permit the issuance and delivery by the Corporation of such Warrant Shares upon such exercise; (R) that the issuance and delivery by the Corporation of Common Shares and Warrants comprising Agent Units upon the exercise of the Agent Warrants are exempt from the prospectus and registration requirements of Canadian Securities Laws, and no other documents are required to be filed, proceedings taken or approvals, consents or authorizations are required to be obtained by the Corporation under Canadian Securities Laws to permit the issuance and delivery by the Corporation of such Common Shares and Warrants upon such exercise; (S) that no prospectus is required nor are any other documents required to be filed, proceedings taken, or approvals, permits, consents or authorizations of regulatory authorities obtained under Canadian Securities Laws to permit a holder of Underlying Shares to trade such Underlying Shares in the Qualifying Jurisdictions, provided that: (1) the form and terms trade is not a “control distribution” within the meaning of National Instrument 45-102 – Resale of Securities; and (2) the Corporation is a reporting issuer at the time of the definitive certificate representing trade; (T) the Common Shares have been conditionally approved by for listing on the board of directors TSX-V, subject to the fulfilment of the Corporation requirements of such exchange on or before November 8, 2011; (U) as at the time of issuance the Flow-Through Shares are “flow- through shares” as defined in subsection 66(15) and comply in all material respects with all applicable provisions are not “prescribed shares” for the purposes of section 6202.1 of the Business Corporations Act (British Columbia) and regulations to the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the CorporationITA; and (LV) confirming as to any other legal matters reasonably requested by the statements under the heading “Eligibility for Investment” in the Prospectus, subject to the qualifications, assumptions and limitations set out under such heading; andAgents. (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receive, The Agents shall have received at the Closing Time, Time a favourable legal opinion of Xxxxx, Xxxxxx & Harcourt LLP, dated the Closing Date Date, addressed to the Agents with respect to certain of the matters in Section 18(a)(i); provided that counsel to the Agents shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada and Ontario. (iii) The Agents shall have received at the Closing Time a favourable title opinion from United States special counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada XxXxxxxx LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable satisfactory to the Underwriters and their legal counsel, acting reasonablyAgents with respect to title to each of the Material Properties.

Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonablyfrom Canadian counsel to Pretivm, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLP, Canadian counsel to the Corporationand their counsel, as to the federal laws of Canada and the Qualifying JurisdictionsProvinces, which counsel in turn may rely upon the opinions of local counsel where it deems they deem such reliance proper as to the laws other than those of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternativelyCanada and British Columbia, make arrangements to have such opinions directly addressed to the Underwriters Alberta and counsel to the Underwriters), Ontario and as to matters of fact, on certificates of Governmental Entities the auditors of Pretivm, the Transfer Agent, government officials, public and stock exchange officials and officers of the Corporation Pretivm and letters from stock exchange representatives and transfer agentsPretivm Exploration, with respect to the following matters, assuming completion of the Closing: (A) as to the valid existence of the Corporation each of Pretivm and Pretivm Exploration under the laws of its their respective jurisdiction of incorporation and organization or incorporation, as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreementapplicable; (B) as to the authorized and issued capital of the Corporationeach of Pretivm and Pretivm Exploration; (C) that Pretivm is the registered owner of all of the issued and outstanding common shares or other securities of Pretivm Exploration; (D) that each of Pretivm and Pretivm Exploration has all requisite corporate power, capacity and authority including under the laws of its respective jurisdiction of incorporation or organization, as applicable, and each is qualified to: I. carry on its businesses as presently carried on (as applicable); II. own its property; III. in the case of Pretivm solely, issue the FT Shares; and IV. in the case of Pretivm solely, enter into each of the Related Agreements to which it is a party, and to carry out the transactions contemplated thereby; (E) that all necessary corporate action has been taken by Pretivm to authorize, as applicable: (I) the Corporation to authorize execution and delivery of this Agreement and the issuance performance of its obligations hereunder, and (II) the execution and delivery of each of the Firm Offered Related Agreements to which it is a party and the performance of its obligations thereunder; (F) that the FT Shares have been duly authorized and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares)shares; (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by Pretivm is a “reporting issuer” or the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation equivalent thereof in accordance with their respective terms, subject to customary exceptionseach Qualifying Province where such concept exists; (H) that the execution and delivery of this Agreement and the Share Purchase Related Agreements by Pretivm, the fulfilment of the terms of this Agreement and the Related Agreements, the issue and sale of the FT Shares and, the consummation of the transactions contemplated by this Agreement, and the performance by the Corporation of its obligations thereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any statute or regulation, will result in a breach or of the terms, conditions or constitute a default under, and do not and will not conflict with any term or provision of: (i) provisions of the constating documents of such parties or any resolutions of directors or shareholders of Pretivm or the Corporation and any amendments thereto, or (ii) the Business Corporations Act (British Columbia)Material Contracts; (I) that this Agreement and each of the Related Agreements has been duly authorized and executed by Pretivm and constitutes a legal, valid and binding obligation of Pretivm and is enforceable against Pretivm in accordance with its terms, subject to reasonable opinion qualifications; (J) that the form and terms of the certificates representing the FT Shares have been duly approved by Pretivm and meet all legal requirements under the constating document of Pretivm, the BCBCA and the rules of TSX (if any) and have been duly approved by Pretivm; (K) that Computershare Investor Services Inc. at its principal offices in the city cities of Vancouver, British Columbia Vancouver and Toronto has been duly appointed as the transfer agent and registrar for the Common Sharescommon shares of Pretivm, which appointment has not been revoked and amended; (J) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws have been obtained by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (K) the form and terms of the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporation; and (L) confirming the statements issue and sale of the FT Shares by Pretivm to Purchasers has been effected in such a manner to be exempt from the prospectus requirements of the Applicable Securities Laws and no prospectus will be required, no other document will be required to be filed, no proceeding will be required to be taken and no approval, permit, consent, order or authorization of a regulatory authority will be required to be obtained by Pretivm under the heading “Eligibility for Investment” Applicable Securities Laws in connection with the issue and sale of the FT Shares in the ProspectusQualifying Provinces to Purchasers of such FT Shares other than the requirement that Pretivm files within 10 days from the date of issue and sale, a report of the sale prepared and executed in accordance with the Applicable Securities Laws, together with the payment of prescribed fees in connection therewith; (M) the first trade in, or resale of, the FT Shares, other than a trade which is otherwise exempt under the Acts, will be a deemed distribution subject to the qualificationsprospectus requirements of the Acts, assumptions and limitations set out under such heading; andunless certain conditions are met; (N) the FT Shares have been conditionally approved for listing on the TSX subject to the filing of documents in accordance with the requirements of the TSX; (O) as to all other legal matters reasonably requested by counsel to the Underwriters relating to the distribution of the FT Shares. (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the The Underwriters will receive, shall have received at the Closing Time, Time a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable satisfactory to the Underwriters and their legal Underwriters, from Underwriters’ counsel, acting reasonablywith respect to all such matters as the Underwriters may reasonably request relating to the distribution of the FT Shares, it being understood that Underwriters’ Counsel may rely, to the extent appropriate in the circumstances, on certificates of officers of Pretivm with respect to factual matters not independently established.

Delivery of Opinions. (i) The Underwriters and Goldcorp shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the UnderwritersUnderwriters and Goldcorp, acting reasonablyfrom Canadian counsel to Tahoe, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLPUnderwriters, Canadian counsel to the CorporationGoldcorp and their respective counsel, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems they deem such reliance proper as to the laws other than those of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternativelyCanada and British Columbia, make arrangements to have such opinions directly addressed to the Underwriters Alberta, Quebec and counsel to the Underwriters), Ontario and as to matters of fact, on certificates of Governmental Entities Tahoe’s Auditors, the Transfer Agent, government officials, public and stock exchange officials and officers of the Corporation and letters from stock exchange representatives and transfer agentsTahoe, with respect to the following matters, assuming completion of the Offering: (A) A. as to the valid existence of the Corporation Tahoe under the laws of its jurisdiction of incorporation and or organization, as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreementapplicable; (B) B. as to the authorized and issued capital of the CorporationTahoe; C. that Tahoe has all requisite corporate power, capacity and authority including under the laws of its jurisdiction of incorporation or organization and is qualified to: 1) carry on its businesses as presently carried on (Cas applicable); and 2) own its property; D. that all necessary corporate action has been taken by Tahoe to authorize, as applicable: (I) the Corporation to authorize execution and delivery of each Prospectus and, if applicable, any Prospectus Amendments, and (II) the issuance filing of each Prospectus and, if applicable, any Prospectus Amendments under the Canadian Securities Laws in each of the Firm Offered Qualifying Jurisdictions; E. that all necessary action has been taken by Tahoe to authorize, as applicable: (I) the execution and delivery of each U.S. Offering Document and, if applicable, any amendments, and (II) the filing of each U.S. Offering Document and, if applicable, any amendments under the U.S. Securities Laws; F. that the Purchased Shares have been duly authorized and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common shares; G. that the description of the attributes of the common shares of Tahoe, including the Purchased Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus andand Final U.S. Prospectus are, if applicablein all material respects, any Prospectus Amendments a true, complete and accurate description of the filing of rights, privileges, restrictions and conditions attaching to such documents under Canadian Securities Laws securities; H. that Tahoe is a “reporting issuer” or the equivalent thereof in each Qualifying Jurisdiction where such concept exists and not in default of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares); (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) I. that the execution and delivery by Tahoe of this Agreement and the Share Purchase Agreement, the fulfilment of the terms and the performance by the Corporation of its obligations thereunder hereunder, and consummation of the transactions contemplated hereby do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any Law, will result in a breach by-law, regulation, or decree, judgement or order of the Province of British Columbia and federal laws therein, or constitute a default under, and do not and will not conflict with the terms of any term or provision of: (i) of the constating documents of the Corporation and Tahoe or any amendments thereto, resolutions of directors (or (iiany committee thereof) the Business Corporations Act (British Columbia)or shareholders of Tahoe; (I) J. this Agreement has been duly authorized and executed by Tahoe and constitutes a legal, valid and binding obligation of Tahoe and is enforceable against Tahoe in accordance with its terms, subject to customary enforceability qualifications; K. that Computershare Investor Services Inc. the form and terms of the certificates representing the Purchased Shares meet all legal requirements under the rules of the TSX and the NYSE, if applicable, and have been duly approved by Tahoe; L. that the Transfer Agent at its principal offices office in the city City of Vancouver, British Columbia Vancouver has been duly appointed as the transfer agent and registrar for the Common Sharescommon shares of Tahoe, which appointment has not been revoked or amended; (J) M. that all necessary documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of other legal requirements have been fulfilled by Tahoe under the Canadian Securities Regulators required by applicable securities laws have been obtained by the Corporation Laws in order to qualify the Firm Offered distribution of the Purchased Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable securities laws the Applicable Securities Laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities lawsApplicable Securities Laws; (K) N. the common shares of Tahoe are listed on the TSX, the NYSE and the BVL; O. that, subject to the assumptions, qualifications, limitations and restrictions set out therein, the statements under the heading in the Final Prospectus “Eligibility for Investment” are accurate in all material respects; P. that the form and terms of the definitive certificate certificates representing the Common Shares common shares of Tahoe have been duly approved by the board of directors of the Corporation Tahoe and comply in all material respects with all applicable the provisions of the Business Corporations Act (British Columbia) notice of articles and articles of Tahoe and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the CorporationBCBCA; and (L) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject Q. as to all other legal matters reasonably requested by counsel to the qualifications, assumptions and limitations set out under such heading; andUnderwriters relating to the distribution of the Purchased Shares. (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the The Underwriters will receive, shall have received at the Closing Time, Time a favourable legal opinion dated the Closing Date from United States counsel to the CorporationDate, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance satisfactory to the Underwriters, from Canadian counsel to Goldcorp, addressed to the Underwriters as to the federal laws of Canada and the Provinces of Ontario and British Columbia with respect to the following matters, assuming completion of the Offering: A. as to the valid existence of Goldcorp Inc. under the laws of the Province of Ontario; B. as to the valid existence of Les Mines Opinaca Ltée under the laws of Canada; C. that all necessary action has been taken by Goldcorp to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; D. that the execution and delivery by Goldcorp of this Agreement, the fulfilment of the terms and the performance of its obligations hereunder, and consummation of the transactions contemplated hereby do not and will not result in a breach (whether after notice or lapse of time or both) of the terms of any of the constating documents of Goldcorp; E. this Agreement has been duly authorized and executed by Goldcorp and constitutes a legal, valid and binding obligation of Goldcorp and is enforceable against Goldcorp in accordance with its terms, subject to customary enforceability qualifications; and F. delivery of certificates for the Purchased Shares to be sold by Goldcorp pursuant to this Agreement will pass to the Underwriters all rights in the Purchased Shares that Goldcorp has, free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title (an “Adverse Claim”), provided the Underwriters do not have notice of any Adverse Claim to the Purchased Shares. (iii) The Underwriters and Goldcorp shall have received such legal opinions of Tahoe’s local legal counsel, dated as of the Closing Date, in form and content acceptable to the Underwriters and their Goldcorp, acting reasonably, with respect to title to and ownership rights in the Material Projects. (iv) The Underwriters and Goldcorp shall have received favourable legal opinions of Tahoe’s local legal counsel, in form and substance satisfactory to the Underwriters and Goldcorp, acting reasonably, with respect to the following matters: 1) the incorporation and existence of each of the Material Subsidiaries under the laws of its jurisdiction of incorporation; 2) as to the holders of the issued and outstanding shares of each of Material Subsidiaries; and 3) that each of the Material Subsidiaries has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties, all as described in Tahoe’s Information Record. (v) A favourable legal opinion, dated the Closing Date, from Milbank, Tweed, Xxxxxx & XxXxxx LLP, Tahoe’s U.S. counsel, addressed to the Underwriters, to the effect set forth in Schedule “B” (subject to customary limitations, assumptions and qualifications), which shall be accompanied by a letter addressed to the Underwriters substantially to the effect that such counsel has participated in the preparation of the Registration Statement and the U.S. Final Prospectus (excluding the Documents Incorporated by Reference) and in conferences with officers and other representatives of Tahoe, representatives of the independent accountants of Tahoe, Canadian and local counsel for Tahoe, counsel for the Underwriters and representatives of the Underwriters at which the contents of the Registration Statement, the U.S. Final Prospectus and related matters were discussed and, subject to customary qualifications, confirming that, although such counsel has not undertaken to investigate or verify independently, and does not assume responsibility for, the accuracy or completeness of the statements contained in any of them, based upon such participation (and relying as to factual matters to the extent such counsel deems reasonable on officers, employees and other representatives of Tahoe), no facts have come to such counsel’s attention which have caused such counsel to believe that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the U.S. Final Prospectus, as of its date and as of the Closing Date contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, including the notes and schedules thereto, management reports on internal control over financial reporting, and other financial and statistical information and the information derived from the reports of or attributed to persons named in the U.S. Final Prospectus under the heading “Interest of Experts”, included or incorporated by reference therein, as to which such counsel expresses no belief). (vi) A letter, dated the Closing Date from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, the Underwriters’ U.S. counsel, addressed to the Underwriters, substantially to the effect that such counsel has participated in the preparation of the Registration Statement and the U.S. Final Prospectus (excluding the Documents Incorporated by Reference) and, subject to customary qualifications, confirming that, although such counsel has not undertaken to investigate or verify independently, and does not assume responsibility for, the accuracy or completeness of the statements contained in any of them, based upon such participation (and relying as to factual matters to the extent such counsel deems reasonable on officers, employees and other representatives of Tahoe), no facts have come to such counsel’s attention which have caused such counsel to believe that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the U.S. Final Prospectus, as of its date and as of the Closing Date contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, including the notes and schedules thereto, management reports on internal control over financial reporting, and other financial and statistical information, and the information derived from the reports of or attributed to persons named in the U.S. Final Prospectus under the heading “Interest of Experts”, included or incorporated by reference therein, as to which such counsel expresses no belief). (vii) Concurrently with the filing of the Preliminary Prospectus and Final Prospectus, an opinion of XxXxxxxx LLP and BCF LLP, addressed to the Underwriters and Goldcorp and their respective counsel to the effect that the Preliminary Prospectus and Final Prospectus in the French language is (with the exception of the Financial Statements for which an opinion of Tahoe’s Auditors is provided pursuant to Section 10(a)(viii) in all material respects a complete and proper translation of the Preliminary Prospectus and Final Prospectus in the English language. (viii) Contemporaneously with the opinion delivered pursuant to Section10(a)(vii), an opinion of Tahoe’s Auditors and of Rio Alto’s Auditors, each addressed to the Underwriters and to their counsel to the effect that the applicable Financial Statements contained in the Preliminary Prospectus and Final Prospectus in the French language is in all material respects a complete and proper translation of the Financial Statements in the English language.

Delivery of Opinions. (i) The Underwriters Investor shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the UnderwritersInvestor, acting reasonablyfrom Canadian counsel to the Company, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLPInvestor, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any province in Canada and British Columbia which the Corporation’s Canadian counsel is not qualified to practice (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and may rely upon as to matters of fact, fact on certificates of Governmental Entities the auditors of the Company, the Transfer Agent, government officials, public and stock exchange officials and officers of the Corporation Company and letters from stock exchange representatives and transfer agentsthe Subsidiaries, with respect to the following matters, assuming completion of the Closing: (A) as to the valid existence and good standing of each of the Corporation Company and the Subsidiaries under the laws of its their respective jurisdiction of incorporation and organization or incorporation, as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreementapplicable; (B) as to the authorized and issued capital of each of the CorporationCompany and the Subsidiaries; (C) that the Company is the registered owner of all of the issued and outstanding common shares or other securities of the Subsidiaries; (D) that each of the Company and the Subsidiaries have all requisite corporate power and capacity including under the laws of its respective jurisdiction of incorporation to (i) carry on its business as presently carried on (as applicable); (ii) own its property; (iii) in the case of the Company solely, issue the Subscription Shares; and (iv) in the case of the Company solely, carry out the transaction contemplated hereby; (E) that all necessary corporate action has been taken by the Corporation Company to authorize the issuance execution and delivery of this Agreement and the Firm Offered performance of its obligations hereunder; (F) that the Subscription Shares have been duly authorized and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares)shares; (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement and by the Share Purchase Company, the fulfilment of the terms of this Agreement, the issue and sale of the performance Subscription Shares and, the consummation of the transactions contemplated by the Corporation of its obligations thereunder this Agreement, do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any current statute or regulation of the province of British Columbia, will result in a breach or of the terms, conditions or constitute a default under, and do not and will not conflict with any term or provision of: (i) provisions of the constating documents of the Corporation Company or any resolutions of directors or shareholders of the Company; (H) that this Agreement has been duly authorized and any amendments theretoexecuted by the Company and constitutes a legal, or (ii) valid and binding obligation of the Business Corporations Act (British Columbia)Company and is enforceable against the Company in accordance with its terms, subject to reasonable opinion qualifications; (I) that the form and terms of the certificates representing the Subscription Shares have been duly approved by the Company and meet all legal requirements under the constating documents of the Company, the Act and the rules of the TSX (if any) and have been duly approved by the Company; (J) that Computershare Investor Services Inc. at its principal offices in the city cities of Vancouver, British Columbia Vancouver and Toronto has been duly appointed as the transfer agent and registrar for the Common Shares; (J) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations common shares of the Canadian Securities Regulators required by applicable securities laws have Company, which appointment has not been obtained by the Corporation to qualify the Firm Offered Shares revoked and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities lawsamended; (K) that the form Company is a reporting issuer in the provinces of British Columbia, Alberta and terms Ontario and is not in default of the definitive certificate representing Securities Laws of such province; (L) the Common issue and sale of the Subscription Shares have been approved by the board of directors of Company to the Corporation and comply in all material respects with all applicable provisions of Investor is exempt from the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable prospectus requirements of the constating documents securities laws in British Columbia and by-no prospectus will be required, no other document will be required to be filed, no proceeding will be required to be taken and no approval, permit, consent, order or Authorization of a regulatory authority will be required to be obtained by the Company under the securities laws in each of the CorporationReporting Jurisdictions in connection with the issue and sale of the Subscription Shares in British Columbia to the Investor of such Subscription Shares other than the requirement that the Company files within 10 days from the date of issue and sale, a report of the sale prepared and executed in accordance with the securities laws in British Columbia, together with the payment of prescribed fees in connection therewith; (M) the first trade in the Subscription Shares, other than a trade which is otherwise exempt under securities laws in each of the Reporting Jurisdictions, will be a deemed distribution subject to the prospectus requirements of applicable securities laws in each of the Reporting Jurisdictions, unless certain conditions are met; and (LN) confirming the statements under Subscription Shares have been conditionally approved for listing on the heading “Eligibility for Investment” in the Prospectus, TSX subject to the qualifications, assumptions and limitations set out under such heading; andfiling of documents in accordance with the requirements of the TSX. (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receive, The Investor shall have received at the Closing Time, Time a favourable legal opinion dated the Closing Date from United States counsel to based on the CorporationBC Online mineral title searches, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable satisfactory to the Underwriters and their legal counsel, Investor acting reasonably, from Canadian counsel to the Company, addressed to the Investor, with respect to title matters on the Brucejack Property.

Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonablyfrom Canadian counsel to the Company, addressed to the Underwriters from Norton Rxxx Xxxxxxxxx Canada LLP, Canadian counsel to the Corporationand their counsel, as to the federal laws of Canada and the Qualifying JurisdictionsProvinces, which counsel in turn may rely upon the opinions of local counsel where it deems they deem such reliance proper as to the laws other than those of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternativelyCanada and British Columbia, make arrangements to have such opinions directly addressed to the Underwriters Alberta and counsel to the Underwriters), Ontario and as to matters of fact, on certificates of Governmental Entities the auditors of the Company, the Transfer Agent, government officials, public and stock exchange officials and officers of the Corporation Company and letters from stock exchange representatives and transfer agents0890693, with respect to the following matters, assuming completion of the Closing and the Acquisition: (A) as to the valid existence of each of the Corporation Company and 0890693 under the laws of its their respective jurisdiction of incorporation and organization or incorporation, as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreementapplicable; (B) as to the authorized and issued capital of each of the CorporationCompany and 0890693; (C) that the Company is the registered owner of all of the issued and outstanding common shares or other securities of 0890693; (D) that each of the Company and 0890693 has all requisite corporate power, capacity and authority including under the laws of its respective jurisdiction of incorporation or organization, as applicable, and each is qualified to: (I) carry on its businesses as presently carried on (as applicable); (II) own its property; (III) in the case of the Company, issue the Shares and the Offered Shares (IV) enter into this Agreement; and (V) in the case of the Company solely, enter into each of the Related Agreements to which it is a party, and to carry out the transactions contemplated thereby; (E) that all necessary corporate action has been taken by the Corporation Company to authorize authorize, as applicable: (I) the issuance execution and delivery of the Firm Offered Shares and Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares are validly issued and outstanding as fully paid and non-assessable Common Shares, this Agreement and the Common Shares issuable pursuant to the Over-Allotment Option have been reserved for issuance by the Corporation and will beperformance of its obligations hereunder, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and outstanding as fully paid and non-assessable Common Shares; (DlI) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus and, if applicable, any Prospectus Amendments, (III) the filing of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus and, if applicable, any Prospectus Amendments and under the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order ofProvinces, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with (IV) the execution and delivery of each of the Related Agreements to which it is a party and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws)thereunder; (F) that all necessary corporate action has the Shares and the Offered Shares have been taken duly authorized and, when issued and delivered, will be validly issued by the Corporation to authorize the execution Company and delivery of this Agreement outstanding as fully paid and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares)non-assessable shares; (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations description of the Corporation attributes of the Shares, the Offered Shares and are enforceable against the Corporation preferred shares in accordance with their respective termsthe Prospectus is, subject in all material respects, a true, complete and accurate description of the rights, privileges, restrictions and conditions attaching to customary exceptionssuch securities; (H) that the Company is a “reporting issuer” or the equivalent thereof in each Qualifying Province where such concept exists; (I) that the execution and delivery of this Agreement by the Company, the fulfilment of the terms of this Agreement, the issue and sale of the Shares and the Share Purchase Offered Shares and, the consummation of the transactions contemplated by this Agreement, and the performance by the Corporation of its obligations thereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both) of any statute, will result by law or regulation, or of the terms, conditions or provisions of the constating documents of such parties or any resolutions of directors or shareholders of the Company or the Related Agreements to which the Company is bound; (J) that this Agreement has been duly authorized and executed by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to reasonable opinion qualifications; (K) that the execution and delivery by the Company of each of the Related Agreements to which it is a breach party, the fulfilment of or constitute a default underthe terms and the performance of its obligations thereunder, and consummation of the transactions contemplated thereby do not and will not conflict with result in a breach (whether after notice or lapse of time or both) of any term statute, law, by law, regulation, or provision of: (i) decree, judgement or order of which counsel is aware, or the terms of any of the constating documents of the Corporation and Company or any amendments thereto, resolutions of directors or (ii) shareholders of the Business Corporations Act (British Columbia)Company or any other Related Agreement; (IL) that each of the Related Agreements to which the Company is a party has been duly authorized and executed by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to customary enforceability qualifications; (M) that the form and terms of the certificates representing the Shares and the Offered Shares meet all legal requirements under the rules of TSX (if any) and have been duly approved by the Company; (N) that Computershare Investor Services Inc. at its principal offices office in the city of Vancouver, British Columbia Vancouver and Toronto has been duly appointed as the transfer agent and registrar for the Common SharesShares and the Offered Shares of the Company, which appointment has not been revoked and amended; (JO) that all necessary documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations other legal requirements have been fulfilled by the Company under the laws of each of the Canadian Securities Regulators required by applicable securities laws have been obtained by the Corporation Qualifying Provinces in order to qualify the Firm Offered distribution of the Shares and the Over-Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions Provinces through investment dealers or brokers registered under the applicable securities laws of the Qualifying Jurisdictions Provinces who have complied with the relevant provisions of such applicable securities laws; (KP) that, subject only to the filing of documents in accordance with the requirements of the TSX, the TSX has conditionally approved the listing of the Shares and the Offered Shares; (Q) that, subject to the assumptions, qualifications, limitations and restrictions set out therein, the statements under the heading in the Prospectus “Eligibility for Investment” are accurate in all material respects; (R) that the form and terms of the definitive certificate certificates representing the Common Shares common shares of the Company have been duly approved by the board of directors of the Corporation Company and comply in all material respects with all applicable the provisions of the Business Corporations Act (British Columbia) notice of articles and articles of the Company and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the CorporationBCBCA; and (LS) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject as to all other legal matters reasonably requested by counsel to the qualifications, assumptions and limitations set out under such heading; andUnderwriters relating to the distribution of the Shares or the Offered Shares. (ii) If any Offered of the Shares are sold to purchasers distributed in the United States or to or for the account or benefit of U.S. PersonsStates, the Underwriters will receive, shall have received at the Closing TimeTime a legal opinion, a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable satisfactory to the Underwriters, addressed to the Underwriters and their legal counsel, acting reasonablyfrom U.S. counsel to the Company to the effect that no registration of the Shares is required under the 1933 Act in connection with the offer and sale of the Shares under this Agreement, provided that in each case the offer and sale in the United States is made in accordance with Schedule A hereto and all other offers and sales of Shares are made in accordance with the provisions of this Agreement. (iii) The Underwriters shall have received at the Closing Time a legal opinion, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and their counsel, from local counsel in each jurisdiction (other than Canada or the United States) where a purchaser of Offered Shares pursuant to a Representation Letter is resident, to the effect that no prospectus or similar document is required to be filed in the local jurisdiction in connection with the offer and sale of the Offered Shares, that the offer and sale of the Offered Shares has been effected in compliance with applicable securities laws and such other opinions as the Underwriters may request. (iv) The Underwriters shall have received at the Closing Time a legal opinion in form and substance satisfactory to the Underwriters, from Underwriters’ counsel, with respect to all such matters as the Underwriters may reasonably request relating to the distribution of the Purchased Shares and the Offered Shares, it being understood that Underwriters’ Counsel may rely, to the extent appropriate in the circumstances, on certificates of officers of the Company with respect to factual matters not independently established.

Delivery of Opinions. (ia) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Underwriters and their counsel from Norton Rxxx Xxxxxxxxx Canada Stikeman Elliott LLP, Canadian counsel to the Corporation, as to the federal laws of Canada and the laws of the Qualifying Jurisdictions, Jurisdictions (which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternativelyCanada, make arrangements to have such opinions directly addressed to the Underwriters British Columbia, Alberta, Ontario and counsel to the Underwriters), Québec and as to matters of fact, on certificates of Governmental Entities the auditors of the Corporation and the Subsidiaries, as applicable, the representations and warranties of the Corporation made elsewhere herein, government officials and officers of the Corporation and the Subsidiaries, as applicable, and letters from stock exchange representatives and transfer agents, ) with respect to the following matters: (Ai) as to (A) the incorporation or formation, existence and good standing status of each of the Corporation Corporation, KBAU Holdings Canada, Inc., Xxxxx Hockey Corp., and Easton Baseball/Softball Corp. under the laws of its respective jurisdiction of incorporation or formation, (B) the adequacy of the (corporate) power of the Corporation, Xxxxx Hockey Corp., and as to Easton Baseball/Softball Corp. (w) in the corporate power and capacity case of the Corporation only, to own enter into this Agreement and lease property and assets and to carry out its obligations hereunder, (x) to carry on business its businesses as it is described in the Final Prospectus Offering Documents, and (including, for greater certainty, all documents incorporated by reference thereiny) to own its property and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreementassets; (Bii) as to the authorized capital of the Corporation; (Ciii) the Corporation is the registered owner of 100% of the issued and outstanding shares of, or other equity interests in, KBAU Holdings Canada, Inc.; KBAU Holdings Canada, Inc. is the registered owner of 100% of the issued and outstanding shares of, or other equity interests in, Xxxxx Hockey Corp., and Easton Baseball/Softball Corp. (iv) that no approval, authorization, certificate, permit, qualification, license, decree by, and no consent or other order of, and no filing, registration, statement or recording with, any government, governmental instrumentality, authority, agency or court under the laws of the Province of Ontario and the federal laws of Canada, is required for the performance by the Corporation of its obligations hereunder, the sale and delivery of the Securities, as applicable, or the consummation of the transactions contemplated by this Agreement (including, without limitation, the distribution of the Securities in the manner contemplated herein), except as have been or will be obtained or made prior to Closing; (v) that all necessary corporate action has been taken by the Corporation to (x) authorize the issuance listing of the Firm Offered Securities on the TSX and the outstanding Common Shares and Over-Allotment Offered SharesSecurities on the New York Stock Exchange and (y) change its name to “Performance Sports Group Ltd.,” and (z) authorize the execution, upon payment thereforedelivery and filing of, all Firm Offered Shares are validly issued under the Canadian Securities Laws in each of the Qualifying Jurisdictions and outstanding under the United States Securities Laws with the SEC, as fully paid and non-assessable Common Sharesapplicable: (A) this Agreement, and (B) the Common Shares issuable pursuant to Registration Statement, the Over-Allotment Option Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, the Supplemented Prospectuses and, if applicable, any Supplementary Material; (vi) that the Purchased Securities have been reserved for issuance duly authorized and issued by the Corporation and will be, upon the exercise of the Over-Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Shares, validly issued and are outstanding as fully paid and non-assessable Common Shares; (Dvii) that all necessary corporate action has the Additional Securities, if any, have been taken duly authorized and issued by the Corporation to authorize and are outstanding as fully paid and non-assessable Common Shares; (viii) that the execution of each descriptions of the Common Shares and the Proportionate Voting Shares in the Registration Statement, the Preliminary Prospectuses, the Time of Sale Prospectus, the Final Prospectus andProspectuses, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws Supplemented Prospectuses, are in each all material respects true, complete and accurate descriptions of the Qualifying Jurisdictions rights, privileges, restrictions and conditions attaching to authorize the use Common Shares and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements theretoProportionate Voting Shares; (Eix) that no approvalthis Agreement has been duly authorized, authorization, consent or other order of, executed and no filing, registration or recording with, any Governmental Entity is required under delivered by the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with Corporation; (x) the execution and delivery of this Agreement and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained do not and will not result in a breach (whether after notice or made lapse of time or both) of or constitute a default under the laws of Ontario and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution federal laws of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws)Canada applicable therein; (Fxi) that all necessary corporate action has been taken by except as disclosed in the Corporation to authorize Offering Documents, the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Shares); (G) that under this Agreement and Share Purchase Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations thereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, (whether after notice or lapse of time or both, will result in a breach ) of or constitute a default under, and do not and will not conflict with under any term or provision of: (i) of the constating documents of the Corporation and any amendments thereto, or (ii) the Business Corporations Act (British Columbia)Corporation; (Ixii) that Computershare Investor Services Inc. the forms and terms of certificate(s) representing the Securities comply in all respects with all applicable statutory requirements, any applicable requirements of the constating documents of the Corporation, the rules of the TSX and the BCBCA, and have been duly approved by the Corporation; (xiii) that the statements under the heading “Eligibility for Investment” in the Offering Documents are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein; (xiv) that, subject to the qualifications, assumptions, limitations and restrictions referred to in the Section entitled “Canadian Federal Tax Considerations” in the Offering Documents, the statements made therein, to the extent that such statements summarize matters of law or contain legal conclusions, are accurate in all material respects; (xv) that Equity Financial Trust Company, at its principal offices office in the city City of VancouverToronto, British Columbia has been duly appointed as registrar and transfer agent, and Continental Stock Transfer & Trust Company, at its principal office in the City of New York has been duly appointed as co-registrar and co-transfer agent and registrar for the Common SharesShares of the Corporation; (Jxvi) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws legal requirements have been obtained fulfilled by the Corporation to qualify the Firm Offered Shares and the Over-Allotment Offered Shares Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered in such categories under the applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (Kxvii) that the Corporation is qualified under NI 44-101 to file a prospectus in the form and terms of a short form prospectus in each Qualifying Jurisdiction; (xviii) that the Corporation is a reporting issuer under Canadian Securities Laws of each of the definitive certificate representing Qualifying Jurisdictions and the Common Shares territories of Canada and is not included on the list of defaulting issuers maintained pursuant to Canadian Securities Laws in each of the Qualifying Jurisdictions or the territories of Canada that maintains such list; (xix) subject only to the satisfaction by the Corporation of customary post-closing conditions imposed by the TSX in similar circumstances, the Securities have been conditionally approved for listing by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporation; and (Lxx) confirming that the statements under documents (including the heading “Eligibility Canadian Preliminary Prospectus, Canadian Prospectus, Canadian Supplemented Prospectus, and any Supplementary Material) to be delivered to purchasers in Québec comply with the laws of Québec relating to the use of the French language provided that a French version of such document has been provided. In a separate letter, such counsel advises that its work in connection with this matter did not disclose any information that caused such counsel to believe that: (i) the Canadian Preliminary Prospectus (except for Investment” the financial statements, financial statement schedules and other financial or accounting data included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, as to which we express no such belief), as of the date of the Canadian Preliminary Prospectus, contained a misrepresentation (as such term is defined in the Prospectus, subject to the qualifications, assumptions and limitations set out under such headingSecurities Act (Ontario)); and (ii) If any Offered Shares are sold to purchasers the Canadian Final Prospectus, as of the date of the Canadian Final Prospectus, contained a misrepresentation (as such term is defined in the United States Securities Act (Ontario); or to or for (iii) as of the account or benefit date of U.S. Personsthe Canadian Supplemented Prospectus and as of the Closing Date, the Canadian Supplemented Prospectus contain a misrepresentation (as such term is defined in the Securities Act (Ontario). (b) The Underwriters will receive, shall have received at the Closing Time, Time a favourable legal opinion dated the Closing Date Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Underwriters and their counsel from Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, United States counsel to the Corporation, Norton Rxxx Xxxxxxxxx Canada LLP, as to the effect that, assuming the accuracy laws of the respective representations United States (which counsel in turn may rely on certificates of government officials and warranties ofofficers of the Corporation, as applicable, and compliance with the respective undertakings ofrepresentations, warranties and covenants of the Corporation and the Underwriters set forth made elsewhere herein and such other certificates, agreements and documents as such counsel deemed relevant and necessary) with respect to the following matters: (i) Each of Easton Baseball / Softball Inc. and BPS U.S. Holdings Inc. (collectively, the “Delaware Subsidiaries”) is validly existing and in this Agreement, no registration good standing under the laws of the Offered Shares offered State of Delaware. The Delaware Subsidiaries have all necessary corporate power to own and sold hold their properties and conduct their business as described in the manner contemplated Time of Sale Prospectus. (ii) The Underwriting Agreement (to the extent execution and delivery are governed by the U.S. Placement Memorandum laws of the State of New York) has been duly executed and delivered by the Corporation. (iii) The issuance and sale of the Securities by the Corporation, the execution and delivery by the Corporation of the Underwriting Agreement and the performance by the Corporation of its obligations thereunder will not (i) result in accordance with this Agreementa violation of the charter or by-laws of the Delaware Subsidiaries, including (ii) breach or result in a default under any agreement, indenture or instrument listed on Schedule “A” I to this Agreementthe opinion or (iii) violate the General Corporation Law of the State of Delaware and those laws, to purchasers in rules and regulations of the United States of America (“Applicable Law”), in each case which in our experience are normally applicable to the transactions of the type contemplated by this Agreement or any judgment, order or decree of any New York state or federal court or governmental authority binding upon the Corporation listed in schedule III in the opinion. For purposes of this letter, the term “Applicable Law” does not include federal securities laws (except for purposes of the opinion expressed in paragraph (iii) below) or state securities laws, anti-fraud laws, or any law, rule or regulation that is applicable to the Corporation, the Securities, this Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to this Agreement or any of its affiliates due to the specific assets or business of such party or such affiliate. With respect to clause (ii) above, we express no opinion with respect to any provision of any agreement, indenture or instrument listed on Schedule I to the extent that an opinion with respect to such provision would require making any financial, accounting or mathematical calculation or determination, and in the case of clauses (ii) and (iii) above, where the breach, default or violation could not reasonably be expected to have a material adverse effect on the Corporation and its subsidiaries taken as a whole. (iv) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made, is required by the Corporation under any Applicable Law for the account issuance and sale of the Securities by the Corporation, the execution and delivery by the Corporation of this Agreement and the performance by the Corporation of its obligations thereunder. For purposes of this letter, the term “Governmental Authority” means any executive, legislative, judicial, administrative or benefit regulatory body of U.S. Persons will be required under the U.S. Securities ActState of New York, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonablyState of Delaware or the United States of America.

Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters from Norton Rxxx Xxxx Xxxxxxxxx Canada LLP, Canadian counsel to the Corporation, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any province in which the Corporation’s Canadian counsel is not qualified to practice (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and as to matters of fact, on certificates of Governmental Entities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters: (A) as to the existence of the Corporation under the laws of its jurisdiction of incorporation and as to the corporate power and capacity of the Corporation to own and lease property and assets and carry on business as described in the Final Prospectus (including, for greater certainty, all documents incorporated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreement; (B) as to the authorized capital of the Corporation; (C) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Firm Offered Treasury Shares and Treasury Over-Allotment Offered Shares, upon payment therefore, all Firm Offered Shares that are Treasury Shares are validly issued and outstanding as fully paid and non-assessable non -assessable Common Shares, and the Common Treasury Over-Allotment Offered Shares issuable pursuant to the Over-Allotment Over -Allotment Option have been reserved for issuance by the Corporation and will be, upon the exercise of the Over-Allotment Over -Allotment Option, the receipt by the Corporation of payment in full therefor and the issuance of such Common Treasury Over-Allotment Offered Shares, validly issued and outstanding as fully paid and non-assessable non -assessable Common Shares; (D) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements thereto; (E) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Entity is required under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance and delivery to the Underwriters of the Offered Treasury Shares); (G) that this Agreement and Share Purchase Agreement have has been duly executed and delivered by the Corporation and constitute s a legal, valid and binding obligations obligation of the Corporation and are is enforceable against the Corporation in accordance with their respective its terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations thereunder do hereunder does not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with any term or provision of: (i) the constating documents of the Corporation and any amendments thereto, or (iiii ) the Business Corporations Act (British Columbia); (I) that Computershare Investor Services Inc. at its principal offices in the city of Vancouver, British Columbia has been appointed as the transfer agent and registrar for the Common Shares; (J) that the Corporation has filed all documents have been filed, and taken all requisite proceedings have been taken proceedings, and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators required by applicable securities laws to be obtained by the Corporation have been obtained by the Corporation Corporation, to qualify the Firm Offered Shares and the Over-Allotment Over -Allotment Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (K) the form and terms of the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the Corporation; and (L) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject to the qualifications, assumptions and limitations set out under such heading; and (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the Underwriters will receive, at the Closing Time, a favourable legal opinion dated the Closing Date from United States counsel to the Corporation, Norton Rxxx Xxxx Xxxxxxxxx Canada LLP, to the effect that, assuming the accuracy of the respective representations and warranties of, and compliance with the respective undertakings of, the Corporation and the Underwriters set forth in this Agreement, no registration of the Offered Shares offered and sold in the manner contemplated by the U.S. Placement Memorandum and in accordance with this Agreement, including Schedule “A” to this Agreement, to purchasers in the United States or to or for the account or benefit of U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance acceptable to the Underwriters and their legal counsel, acting reasonably.

Delivery of Opinions. (i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters (and if required for opinion purposes, counsel to the Underwriters) from Norton Rxxx Xxxxxxxxx Canada Stikeman Elliott LLP, Canadian counsel to the CorporationCompany, as to the federal laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than the laws of any province in which Canada and of the Corporation’s Canadian counsel is not qualified to practice provinces of Alberta, British Columbia, Ontario and Québec (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and all of such counsel may rely upon, as to matters of fact, on certificates of Governmental Entities the auditor of the Company, public officials and officers of the Corporation Company as applicable, and letters from stock exchange representatives and transfer agents, with respect to the following matters: (A) as to the incorporation or formation, existence and good standing status of the Corporation Company under the laws of its jurisdiction of incorporation; (B) as to the incorporation or formation, existence and good standing (where applicable) status of each of the Canadian Material Subsidiaries under the laws of their jurisdiction of incorporation; (C) as to the issued and authorized capital of the Company; (D) as to the holder of all of the issued and outstanding shares of each of the Canadian Material Subsidiaries; (E) that each of the Company and its Canadian Material Subsidiaries has all requisite corporate power, capacity and authority under the laws of its jurisdiction of incorporation and to (i) carry on its businesses as to the corporate power and capacity of the Corporation presently carried on; (ii) to own and lease its property and assets assets; and (iii) as applicable, enter into and carry on business as described in out the Final Prospectus (including, for greater certainty, all documents incorporated transactions contemplated by reference therein) and to execute, deliver and perform its obligations under this Agreement and the Share Purchase AgreementPre-Closing Transactions to which it is a party; (BF) as to that no authorization, consent, approval or other order of, or filing, registration, permit, license, decree, qualification or recording with, any government, governmental instrumentality, authority, agency or court having jurisdiction over the authorized capital Company in each of the CorporationQualifying Jurisdictions is required for the performance by the Company of its obligations hereunder and in connection with the Pre-Closing Transactions, the issuance or sale of the Offered Shares and Additional Shares, if any, hereunder or the distribution of the Securities in the manner contemplated herein and the Pre-Closing Transactions, except as have been obtained or will be obtained or made prior to Closing; (CG) that all necessary corporate action has been taken by the Corporation Company to authorize (i) the issuance execution, delivery and performance of this Agreement and the Pre-Closing Transactions, (ii) the execution, delivery and, if applicable, filing of the Firm Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum, and, if applicable, any Offering Document Amendment, and the filing of the Preliminary Prospectus, and Final Prospectus and, if applicable any Prospectus Amendments under the Canadian Securities Laws in each of the Qualifying Jurisdictions; and (iii) issue and deliver to the Underwriters the Securities; (H) that the Offered Shares have been duly authorized prior to the Closing Time, and, subject to receipt of payment in full for them, when issued and Over-Allotment Offered Sharesdelivered, upon payment therefore, all Firm Offered Shares are will be validly issued by the Company and outstanding as fully paid and non-assessable Common Shares, and common shares; (I) that the Common Additional Shares issuable pursuant have been duly authorized prior to the Over-Allotment Option have been reserved for issuance by the Corporation and will beClosing Time, upon the exercise of the Over-Allotment Optionand, the subject to receipt by the Corporation of payment in full therefor for them, when issued and the issuance of such Common Sharesdelivered, will be validly issued by the Company and outstanding as fully paid and non-assessable Common Sharescommon shares; (DJ) that all necessary corporate action has been taken by the Corporation to authorize the execution of each provisions of the Preliminary Prospectuscommon shares and the preferred shares of the Company conform, in all material respects, with the descriptions of the common shares, Class B common shares and the preferred shares in the Final Prospectus and, if applicable, any Prospectus Amendments and under the filing heading “Description of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions and to authorize the use and delivery of the preliminary and final U.S. Placement Memorandum including any amendments or supplements theretoShare Capital”; (EK) that no approval, authorization, consent or other order ofthis Agreement, and no filingthe Pre-Closing Transactions, registration or recording withhave been duly authorized, any Governmental Entity is required under executed and delivered by the laws Company, and this Agreement constitutes a legal, valid and binding obligation of the Province of British Columbia and Company, enforceable against the federal laws of Canada applicable therein Company in connection accordance with its terms, subject to customary qualifications for enforceability; (L) that the execution and delivery of and with the performance by the Corporation of its obligations under this Agreement, except as have been obtained or made and are in full force and effect, or as required by Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions, other than certain customary filings to be completed following the Closing Date (such as TSX filings, and filings with the Canadian Securities Regulators in respect of any fees, material documents, material change reports, or other information or documents required to be filed in accordance with Canadian Securities Laws); (F) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery Company of this Agreement and the Share Purchase Agreement, and the performance by the Corporation Company of its obligations hereunder under this Agreement and thereunder (the Pre-Closing Transactions, including the issuance and delivery to the Underwriters sale of the Offered Shares); (G) that this Agreement and Share Purchase Agreement have been duly executed and delivered Securities to be sold by the Corporation and constitute legalCompany, valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms, subject to customary exceptions; (H) that the execution and delivery of this Agreement and the Share Purchase Agreement, and the performance by the Corporation of its obligations thereunder do not and will not result in a any breach or violation of, or be in conflict with, or constitute a default under, and do not and will not or create a state of facts which, which after notice or lapse of time time, or both, will result in a breach of or would constitute a default under, and do not and will not conflict with or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Material Subsidiary pursuant to: (i) any term or provision of: (i) of the constating documents or by-laws of the Corporation and Company or any amendments theretoresolution of the directors or shareholders of the Company, or (ii) the Business Corporations Act applicable laws in Canada, and (British Columbia)iii) any Material Contracts; (IM) that the forms and terms of any certificate(s) representing the Securities comply in all respects with all applicable statutory requirements, any applicable requirements of the constating documents and bylaws of the Company, the rules of the TSX and the CBCA, and have been duly approved by the Company; (N) that the statements under the heading “Eligibility for Investment” in the Preliminary Prospectus, the Amended Preliminary Prospectus, the Preliminary Offering Memorandum, the Final Prospectus, and the Final Offering Memorandum are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein; (O) that, subject to the qualifications, assumptions, limitations and restrictions referred to in the Section entitled “Certain Canadian Income Tax Considerations” in the Preliminary Prospectus, the Amended Preliminary Prospectus, the Preliminary Offering Memorandum, the Final Prospectus and the Final Offering Memorandum, the statements made therein, to the extent that such statements summarize matters of law or legal conclusions, fairly summarize the matters described therein in all material respects; (P) that Computershare Investor Services Inc. Inc., at its principal offices office in the city of VancouverMontreal, British Columbia has been duly appointed as the registrar and transfer agent and registrar for the Common Sharescommon shares of the Company; (JQ) that all documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the legal requirements under Canadian Securities Regulators required by applicable securities laws Laws have been obtained fulfilled by the Corporation Company to qualify the Firm Offered Shares and the Over-Allotment Offered Shares Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered in such categories under the applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws; (KR) as to compliance with the form and terms of the definitive certificate representing the Common Shares have been approved by the board of directors of the Corporation and comply in all material respects with all applicable provisions of the Business Corporations Act (British Columbia) and the rules and policies of the TSX, and do not conflict with any applicable requirements of the constating documents and by-laws of the CorporationProvince of Québec relating to the use of the French language in connection with the offering of Securities and documents to be delivered to purchasers in such province, including without limitation the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment; and (LS) confirming that the statements under Securities have been conditionally approved for listing by the heading “Eligibility for Investment” in the ProspectusTSX, subject to the qualificationsfulfillment of the requirements of such exchange on or before September 12, assumptions and limitations set out under such heading; and2018. (ii) If any Offered Shares are sold to purchasers in the United States or to or for the account or benefit of U.S. Persons, the The Underwriters will receive, shall have received at the Closing Time, Time a favourable legal opinion dated the Closing Date Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters from United States Xxxxxx & Bird LLP, U.S. counsel to the CorporationCompany, Norton Rxxx Xxxxxxxxx Canada LLP, as to the effect laws of the United States (which counsel in turn may rely, as to matters of fact, on certificates of the auditors of the Company, public officials and officers of the Company, as applicable, and letters from stock exchange representatives) with respect to the following matters: (A) that, assuming the accuracy of the respective representations and warranties of, and compliance with of the respective undertakings of, the Corporation Company and the Underwriters set forth in this Agreement and Schedule C to this Agreement, no registration it is not necessary in connection with (i) the offer and sale of the Offered Shares offered Securities in the United States to Substituted Purchasers who are purchasing Securities directly from the Company, (ii) the offer, sale and sold delivery of the Securities by the Company to the Underwriters on the date hereof or (iii) the initial resale of the Securities in the United States by the Underwriters, in each case in the manner contemplated by the U.S. Placement Preliminary Offering Memorandum, the Final Offering Memorandum and in accordance with this Agreement, including Agreement and Schedule “A” C to this Agreement, to purchasers in register the Securities under the 1933 Act, it being understood that no opinion is expressed as to any subsequent resale of the Securities; (B) that the Company is not, and immediately following the Closing will not be, required to be registered as an “investment company” under the Investment Company Act of 1940, as amended; and (C) that no authorizations or consents of any United States federal governmental entity are required to permit the Company to issue and sell the Securities, provided that such counsel may express no opinion as to any authorizations, consents, approval, registration or to or for the account or benefit of U.S. Persons will qualifications which may be required under state securities or blue sky laws. (iii) The Underwriters shall have received at the U.S. Securities ActClosing Time a legal opinion dated the Closing Date, such opinion to be in form and substance acceptable satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Underwriters from legal counsels to the Company and their legal counselto each of the Material Subsidiaries, acting reasonably.as to the laws of the relevant jurisdiction and such counsels may rely upon, as to matters of fact, certificates of the auditors of each of the Company or of such Material Subsidiary, public officials and officers of the Company or of such Material Subsidiary, as applicable as to the following matters: (A) as to the existence and good standing (where applicable) status of each of the Material Subsidiaries other than the Canadian Material Subsidiaries under the laws of its jurisdiction of incorporation; (B) the authorized share capital of each of the Material Subsidiaries other than the Canadian Material Subsidiaries; and (C) that each of the Material Subsidiaries other than the Canadian Material Subsidiaries has all requisite corporate power, capacity and authority under the laws of its respective jurisdiction of incorporation or formation to (i) carry on its businesses as presently carried on; and