Common use of Directors’ Approvals Clause in Contracts

Directors’ Approvals. The special committee of the Primero Board has received an opinion from BMO Capital Markets Inc. that the consideration to be received by Primero Shareholders is fair, from a financial point of view and the Primero Board has: (i) determined that the consideration to be received by Primero Shareholders is fair and the Arrangement and entry into the Agreement is in the best interests of Primero; (ii) determined to recommend that the Primero Shareholders vote in favour of the Primero Resolution; and (iii) authorized the entering into of this Agreement, and the performance of Primero’s obligations hereunder.