Common use of Disclosure of Interests in Exchangeable Shares Clause in Contracts

Disclosure of Interests in Exchangeable Shares. Canco shall be entitled to require any holder of an Exchangeable Share or any person who Canco knows or has reasonable cause to believe holds any interest whatsoever in an Exchangeable Share to confirm that fact or to give such details as to whom has an interest in such Exchangeable Share as would be required (if the Exchangeable Shares were a class of “equity shares” of Canco) under Section 102.1 of the Securities Act or as would be required under the Articles of RG or any laws or regulations, or pursuant to the rules or regulations of any regulatory Agency, if the Exchangeable Shares were RG Shares. To: • (“Canco”) and • (“Callco”) and Royal Gold, Inc. (“RG”) This notice is given pursuant to Section 6 of the provisions (the “Share Provisions”) attaching to the Exchangeable Shares of Canco represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies Canco that, subject to the Retraction Call Right referred to below, the undersigned desires to have Canco redeem in accordance with Section 6 of the Share Provisions: ¨ all share(s) represented by this certificate; or ¨ ______ share(s) only represented by this certificate. The undersigned hereby notifies Canco that the Retraction Date shall be _______________. NOTE: The Retraction Date must be a business day and must not be less than 10 business days nor more than 15 business days after the date upon which this notice is received by Canco. If no such business day is specified above, the Retraction Date shall be deemed to be the 15th business day after the date on which this notice is received by Canco. The undersigned acknowledges the overriding Retraction Call Right of Callco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Callco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in Section 6(3) of the Share Provisions. This Retraction Request, and this offer to sell the Retracted Shares to Callco, may be revoked and withdrawn by the undersigned only by notice in writing given to Canco at any time before the close of business on the business day immediately preceding the Retraction Date. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, Canco is unable to redeem all Retracted Shares, and provided that Callco has not exercised the Retraction Call Right with respect to the Retracted Shares, the Retracted Shares will be automatically exchanged pursuant to the Voting and Exchange Trust Agreement so as to require RG to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned: ¨ is (select one) ¨ is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. ¨ The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned is not a person within the United States of America, its territories or possessions or any state thereof, or the District of Columbia (collectively, the “United States”) or a U.S. person (within the meaning of Regulation S under the United States Securities Act of 1933, as amended) and is not making this Retraction Request for the account or benefit of a person within the United States or such a U.S. person. The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by Callco, RG or Canco, as the case may be, free and clear of all liens, claims and encumbrances. (Date) (Signature of Shareholder) (Guarantee of Signature) ¨ Please check box if the certificates for RG Shares and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which such certificates and cheque(s) will be mailed to the last address of the shareholder as it appears on the register. NOTE: This panel must be completed and this certificate, together with such additional documents and payments (including, without limitation, any applicable Stamp Taxes) as the Transfer Agent may require, must be deposited with the Transfer Agent. The securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of Canco and the certificates for RG Shares and any cheque(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed. Date: Name of Person in Whose Name Securities or Cheque(s) Are to be Registered, Issued or Delivered (please print): Street Address or P.O. Box: Signature of Shareholder: City, Province and Postal Code: Signature Guaranteed by:

Disclosure of Interests in Exchangeable Shares. Canco Acquisitionco shall be entitled to require any holder of an Exchangeable Share or any person who Canco Acquisitionco knows or has reasonable cause to believe holds any interest whatsoever in an Exchangeable Share to confirm that fact or to give such details as to whom has an interest in such Exchangeable Share as would be required (if the Exchangeable Shares were a class of “"equity shares” " of CancoAcquisitionco) under Section 102.1 (S)101 of the Securities Act or as would be required under the Articles of RG Newmont or any laws or regulations, or pursuant to the rules or regulations of any regulatory Agency, Agency if the Exchangeable Shares were RG Newmont Shares. SCHEDULE A RETRACTION REQUEST [TO BE PRINTED ON EXCHANGEABLE SHARE CERTIFICATES] To: • . (“Canco”"ACQUISITIONCO") and • . (“Callco”"CALLCO") and Royal Gold, Inc. Newmont Mining Corporation (“RG”"NEWMONT") This notice is given pursuant to Section 6 (S)6 of the provisions (the “Share Provisions”"SHARE PROVISIONS") attaching to the Exchangeable Shares of Canco Acquisitionco represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies Canco Acquisitionco that, subject to provided that the Retraction Call Right referred to belowbelow has not been exercised, the undersigned desires to have Canco Acquisitionco redeem in accordance with Section 6 (S)6 of the Share Provisions: ¨ [_] all share(s) represented by this certificate; or ¨ [______ ] share(s) only represented by this certificate. ----- The undersigned hereby notifies Canco Acquisitionco that the Retraction Date shall be _______________. NOTE: The Retraction Date must be a business day and must not be less than 10 business days nor more than 15 business days after the date upon which this notice is received by Canco. If no such business day is specified above, the Retraction Date shall be deemed to be the 15th business day after the date on which this notice is received by Canco. The undersigned acknowledges the overriding Retraction Call Right of Callco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Callco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in Section 6(3) of the Share Provisions. This Retraction Request, and this offer to sell the Retracted Shares to Callco, may be revoked and withdrawn by the undersigned only by notice in writing given to Canco at any time before the close of business on the business day immediately preceding the Retraction Date. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, Canco is unable to redeem all Retracted Shares, and provided that Callco has not exercised the Retraction Call Right with respect to the Retracted Shares, the Retracted Shares will be automatically exchanged pursuant to the Voting and Exchange Trust Agreement so as to require RG to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned: ¨ is (select one) ¨ is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. ¨ The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned is not a person within the United States of America, its territories or possessions or any state thereof, or the District of Columbia (collectively, the “United States”) or a U.S. person (within the meaning of Regulation S under the United States Securities Act of 1933, as amended) and is not making this Retraction Request for the account or benefit of a person within the United States or such a U.S. person. The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by Callco, RG or Canco, as the case may be, free and clear of all liens, claims and encumbrances. (Date) (Signature of Shareholder) (Guarantee of Signature) ¨ Please check box if the certificates for RG Shares and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which such certificates and cheque(s) will be mailed to the last address of the shareholder as it appears on the register. NOTE: This panel must be completed and this certificate, together with such additional documents and payments (including, without limitation, any applicable Stamp Taxes) as the Transfer Agent may require, must be deposited with the Transfer Agent. The securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of Canco and the certificates for RG Shares and any cheque(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed. Date: Name of Person in Whose Name Securities or Cheque(s) Are to be Registered, Issued or Delivered (please print): Street Address or P.O. Box: Signature of Shareholder: City, Province and Postal Code: Signature Guaranteed by:.

Disclosure of Interests in Exchangeable Shares. Canco shall be entitled to require any holder of an Exchangeable Share or any person who Canco knows or has reasonable cause to believe holds any interest whatsoever in an Exchangeable Share to confirm that fact or to give such details as to whom has an interest in such Exchangeable Share as would be required (if the Exchangeable Shares were a class of “equity shares” of Canco) under Section 102.1 of the Securities Act National Instrument 62-104 Takeover Bids and Issuer Bids or as would be required under the Articles of RG RTO Acquiror or any laws or regulations, or pursuant to the rules or regulations of any regulatory AgencyGovernmental Entity, if the Exchangeable Shares were RG RTO Acquiror Shares. To: • Metamaterial Exchangeco Inc. (“Canco”) and • 2798331 Ontario Inc. (“Callco”) and Royal GoldTorchlight Energy Resources, Inc. (“RGRTO Acquiror”) This notice is given pursuant to Section 6 of the provisions (the “Share Provisions”) attaching to the Exchangeable Shares of Canco represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies Canco that, subject to the Retraction Call Right referred to below, the undersigned desires to have Canco redeem in accordance with Section 6 of the Share Provisions: ¨ : (a) ☐ all share(s) represented by this certificate; or ¨ ______ or (b) ☐ share(s) only represented by this certificate. The undersigned hereby notifies Canco that the Retraction Date shall be _______________. NOTE: The Retraction Date must be a business day and must not be less than 10 business days nor more than 15 business days after the date upon which this notice is received by Canco. If no such business day is specified above, the Retraction Date shall be deemed to be the 15th business day after the date on which this notice is received by Canco. The undersigned acknowledges the overriding Retraction Call Right of Callco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Callco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in Section 6(3) of the Share Provisions. This Retraction Request, and this offer to sell the Retracted Shares to Callco, may be revoked and withdrawn by the undersigned only by notice in writing given to Canco at any time before the close of business on the business day immediately preceding the Retraction Date. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, Canco is unable to redeem all Retracted Shares, and provided that Callco has not exercised the Retraction Call Right with respect to the Retracted Shares, the Retracted Shares will be automatically exchanged pursuant to the Voting and Exchange Trust Agreement so as to require RG to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned: ¨ is (select one) ¨ is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. ¨ The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned is not a person within the United States of America, its territories or possessions or any state thereof, or the District of Columbia (collectively, the “United States”) or a U.S. person (within the meaning of Regulation S under the United States Securities Act of 1933, as amended) and is not making this Retraction Request for the account or benefit of a person within the United States or such a U.S. person. The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by Callco, RG or Canco, as the case may be, free and clear of all liens, claims and encumbrances. (Date) (Signature of Shareholder) (Guarantee of Signature) ¨ Please check box if the certificates for RG Shares and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which such certificates and cheque(s) will be mailed to the last address of the shareholder as it appears on the register. NOTE: This panel must be completed and this certificate, together with such additional documents and payments (including, without limitation, any applicable Stamp Taxes) as the Transfer Agent may require, must be deposited with the Transfer Agent. The securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of Canco and the certificates for RG Shares and any cheque(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed. Date: Name of Person in Whose Name Securities or Cheque(s) Are to be Registered, Issued or Delivered (please print): Street Address or P.O. Box: Signature of Shareholder: City, Province and Postal Code: Signature Guaranteed by:.

Disclosure of Interests in Exchangeable Shares. Canco ExchangeCo shall be entitled to require any holder of an Exchangeable Share or any person who Canco knows ExchangeCo ‎knows or has reasonable cause to believe holds any interest whatsoever in an Exchangeable Share to confirm that fact ‎fact or to give such details as to whom who has an interest in such Exchangeable Share as would be required (if the Exchangeable ‎Exchangeable Shares were a class of “equity shares” of CancoExchangeCo) under Section 102.1 section 5.2 of the Securities Act National Instrument 62-‎‎104 — Take-Over Bids and Issuer Bids or as would be required under the Articles constating documents of RG SPAC or any laws ‎laws or regulations, or pursuant to the rules or regulations of any regulatory Agency, if the Exchangeable Shares were RG Shares. To: • ‎were SPAC Shares.‎ To:‎ ‎[●] (“CancoExchangeCo”) and • ), [●] (“Callco”) and Royal Gold, Inc. CF Acquisition Corp. VI (“RG”) SPAC”)‎ This notice is given pursuant to Section 6 of the provisions (the “Share Provisions”) attaching to the Exchangeable Shares ‎Shares of Canco ExchangeCo represented by this certificate (or evidence of book-entry ownership) and all capitalized words ‎words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such ‎such words and expressions in such Share Provisions. Provisions.‎ The undersigned hereby notifies Canco ExchangeCo that, subject to the Retraction Call Right referred to below, the undersigned ‎undersigned desires to have Canco ExchangeCo redeem in accordance with Section 6 of the Share Provisions: ¨ Provisions:‎ ☐ ‎ all share(s) represented by this certificatecertificate (or evidence of book-entry ownership); or ¨ ______ share(s☐ ‎_____________share(s) only represented by this certificate. certificate (or evidence of book-entry ownership).‎ The undersigned hereby notifies Canco ExchangeCo that the Retraction Date shall be _______________. ________.‎ NOTE: The Retraction Date must be a business day and must not be less than 10 business days nor as soon as practicable and not more than 15 business 7 ‎business days after the date upon which this notice is received by Canco. ExchangeCo, If no such business day is specified above‎above, the Retraction Date shall be deemed to be the 15th 7th business day after the date on which this notice is received by Canco. ‎by ExchangeCo.‎ The undersigned acknowledges the overriding Retraction Call Right of Callco to purchase all but not less than all the ‎the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the ‎the undersigned to sell the Retracted Shares to Callco in accordance with the Retraction Call Right on the Retraction ‎Retraction Date for the Purchase Price and on the other terms and conditions set out in Section 6(3) of the Share Provisions‎Provisions. This Retraction Request, and this offer to sell the Retracted Shares to Callco, may be revoked and withdrawn ‎withdrawn by the undersigned only by notice in writing given to Canco ExchangeCo at any time before the close of business ‎business on the business day immediately preceding the Retraction Date. Date.‎ The undersigned acknowledges that if, as a result of solvency provisions of applicable law, Canco ExchangeCo is unable to ‎to redeem all Retracted Shares, and provided that Callco has not exercised the Retraction Call Right with respect to the ‎the Retracted Shares, the Retracted Shares will be automatically exchanged pursuant to the Voting and Exchange Trust Support Agreement so as ‎as to require RG SPAC to purchase the unredeemed Retracted Shares. Shares.‎ The undersigned hereby represents and warrants to Callco, RG SPAC and Canco ExchangeCo that the undersigned: ¨ is (select one) ¨ one)‎ ‎☐‎ is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that in the absence of an indication that the undersigned OR ‎☐‎ is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. ¨ The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned is not a person within the United States of America, its territories or possessions or any state thereof, or the District of Columbia (collectively, the “United States”) or a U.S. person (within the meaning of Regulation S under the United States Securities Act of 1933, as amended) and is not making this Retraction Request for the account or benefit of a person within the United States or such a U.S. person. The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by Callco, RG or Canco, as the case may be, free and clear of all liens, claims and encumbrances. (Date) (Signature of Shareholder) (Guarantee of Signature) ¨ Please check box if the certificates for RG Shares and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which such certificates and cheque(s) will be mailed to the last address of the shareholder as it appears on the register. NOTE: This panel must be completed and this certificate, together with such additional documents and payments (including, without limitation, any applicable Stamp Taxes) as the Transfer Agent may require, must be deposited with the Transfer Agent. The securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of Canco and the certificates for RG Shares and any cheque(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed. Date: Name of Person in Whose Name Securities or Cheque(s) Are to be Registered, Issued or Delivered (please print): Street Address or P.O. Box: Signature of Shareholder: City, Province and Postal Code: Signature Guaranteed by:not

Disclosure of Interests in Exchangeable Shares. Canco shall be entitled to require any holder of an Exchangeable Share or any person who Canco knows or has reasonable cause to believe holds any interest whatsoever in an Exchangeable Share to confirm that fact or to give such details as to whom has an interest in such Exchangeable Share as would be required (if the Exchangeable Shares were a class of “equity shares” of Canco) under Section 102.1 of the Securities Act or as would be required under the Articles of RG or any laws or regulations, or pursuant to the rules or regulations of any regulatory Agency, if the Exchangeable Shares were RG Shares. To: • (“Canco”) and • (“Callco”) and Royal Gold, Inc. (“RG”) This notice is given pursuant to Section 6 of the provisions (the “Share Provisions”) attaching to the Exchangeable Shares of Canco represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies Canco that, subject to the Retraction Call Right referred to below, the undersigned desires to have Canco redeem in accordance with Section 6 of the Share Provisions: ¨ o all share(s) represented by this certificate; or ¨ ______ o share(s) only represented by this certificate. The undersigned hereby notifies Canco that the Retraction Date shall be _______________. NOTE: The Retraction Date must be a business day and must not be less than 10 business days nor more than 15 business days after the date upon which this notice is received by Canco. If no such business day is specified above, the Retraction Date shall be deemed to be the 15th business day after the date on which this notice is received by Canco. The undersigned acknowledges the overriding Retraction Call Right of Callco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Callco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in Section 6(3) of the Share Provisions. This Retraction Request, and this offer to sell the Retracted Shares to Callco, may be revoked and withdrawn by the undersigned only by notice in writing given to Canco at any time before the close of business on the business day immediately preceding the Retraction Date. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, Canco is unable to redeem all Retracted Shares, and provided that Callco has not exercised the Retraction Call Right with respect to the Retracted Shares, the Retracted Shares will be automatically exchanged pursuant to the Voting and Exchange Trust Agreement so as to require RG to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned: ¨ o is (select one) ¨ o is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that in the absence of an indication that the undersigned is not a non- non-resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. ¨ o The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned is not a person within the United States of America, its territories or possessions or any state thereof, or the District of Columbia (collectively, the “United States”) or a U.S. person (within the meaning of Regulation S under the United States Securities Act of 1933, as amended) and is not making this Retraction Request for the account or benefit of a person within the United States or such a U.S. person. The undersigned hereby represents and warrants to Callco, RG and Canco that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by Callco, RG or Canco, as the case may be, free and clear of all liens, claims and encumbrances. (Date) (Signature of Shareholder) (Guarantee of Signature) ¨ o Please check box if the certificates for RG Shares and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which such certificates and cheque(s) will be mailed to the last address of the shareholder as it appears on the register. NOTE: This panel must be completed and this certificate, together with such additional documents and payments (including, without limitation, any applicable Stamp Taxes) as the Transfer Agent may require, must be deposited with the Transfer Agent. The securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of Canco and the certificates for RG Shares and any cheque(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed. Date: Name of Person in Whose Name Securities or Cheque(s) Are to be Registered, Issued or Delivered (please print): Street Address or P.O. Box: Signature of Shareholder: City, Province and Postal Code: Signature Guaranteed by: