Common use of Dissent Rights Clause in Contracts

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who: (a) are ultimately entitled to be paid fair value for their Tahoe Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoe; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, Each registered holders of Tahoe Shares Kxxxxxxx Shareholder may exercise dissent rights of dissent (“Dissent Rights”) with respect to all Tahoe Kxxxxxxx Shares held by such Kxxxxxxx Shareholder in connection with the Arrangement pursuant to and in the manner set forth in Section 237 to 247 section 185 of the BCBCAOBCA, as modified by this Section 5.1, the Interim Order and the Final Orderthis Section 4.1; provided, in connection with the Arrangement; provided thathowever, notwithstanding subsection 242(1) of the BCBCA, that the written notice setting forth the objection of such registered Kxxxxxxx Shareholder to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe Kxxxxxxx not later than 5:00 4:00 p.m. (Vancouver time) on the Business Day day that is two Business Days before immediately preceding the date of the Tahoe Kxxxxxxx Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned and provided further that from time to time). Dissenting Shareholders whowho duly exercise their Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Kxxxxxxx Shares held by them and in respect of which Dissent Rights have been validly exercised, to Kxxxxxxx, free and clear of all Liens, as provided in Section 3.1(a) and if they: (a) are ultimately entitled to be paid fair value for their Tahoe Shares, which fair value Kxxxxxxx Shares from Kxxxxxxx: (i) shall be deemed not to have participated in the transactions in respect of such Kxxxxxxx Shares in Article 3 (other than Section 3.1(a)); (ii) shall be entitled to be paid the fair value of such shares immediately before Kxxxxxxx Shares by Kxxxxxxx (with Kxxxxxxx funds and not funds directly or indirectly provided by Agnico or any Affiliate of Agnico), which fair value, notwithstanding anything to the approval contrary contained in Part XIV of the Arrangement ResolutionOBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted; and (iii) shall not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered holders who exercise Arrangement if such Dissenting Shareholders had not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Kxxxxxxx Shares; andor (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares Kxxxxxxx Shares, such Dissenting Shareholders shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis terms as a non-dissenting holder of Tahoe Kxxxxxxx Shares and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f3.1(b) hereof that such holder Dissenting Shareholders would have received pursuant to the Arrangement if such holder Dissenting Shareholders had not exercised their Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares Goldcorp Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Goldcorp Shares held by such Goldcorp Shareholder pursuant to and in the manner set forth in Section 237 to 247 185 of the BCBCAOBCA, as modified by the Interim Order, the Final Order and this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement4.1(a); provided that, notwithstanding subsection 242(1Section 185(6) of the BCBCAOBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1Section 185(6) of the BCBCA OBCA must be received by Tahoe Goldcorp not later than 5:00 4:00 p.m. (Vancouver Toronto time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Goldcorp Meeting. Dissenting Shareholders whowho are: (ai) are ultimately entitled to be paid by Newmont the fair value for their Tahoe Shares, which fair value Dissent Shares (A) shall be deemed to not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (B) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to Newmont in accordance with Section 3.1(a); (C) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by Newmont, which fair value, notwithstanding anything to the approval of contrary contained in the Arrangement ResolutionOBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the Goldcorp Meeting; and (D) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Goldcorp Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by Newmont the fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Goldcorp Shares on the same basis as a non-dissenting holder of Tahoe Shares Goldcorp Shareholder and shall be entitled to receive only the consideration contemplated Consideration from Newmont in Section 3.1(fthe same manner as such non-Dissenting Shareholders. (b) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in In no case event shall Pan American Newmont or Tahoe Goldcorp or any other person Person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights a Dissenting Shareholder as a holder registered or beneficial owner of Tahoe Goldcorp Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and as at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Goldcorp. (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in the Interim Order and under Section 238 185 of the BCBCAOBCA, no person none of the following shall be entitled to exercise Dissent Rights: (i) Goldcorp Shareholders who has voted Tahoe Shares, vote or have instructed a proxyholder to vote such persons Tahoe Shares, Goldcorp Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with (but only in respect to of such Goldcorp Shares), (ii) holders of Goldcorp Options, Goldcorp RSUs, Goldcorp PSUs and Goldcorp Phantom RSUs, and (iii) any other Person who is not a registered holder of Grizzles Shares as of the Arrangementrecord date for the Goldcorp Meeting.

Dissent Rights. Pursuant to the Interim Order, registered (1) Registered holders of Tahoe Shares as of the record date of the Meeting may exercise dissent rights of dissent (“Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 section 190 of the BCBCACBCA, as modified by the Interim Order, the Final Order and this Section 5.13.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1190(5) of the BCBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1190(5) of the BCBCA CBCA must be received by Tahoe not Corporation at its registered office no later than 5:00 p.m. (Vancouver timelocal time in place of receipt) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). (2) Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to Purchaser, as provided further that Dissenting Shareholders whoin Section 2.3(3), and if they are ultimately: (a) are ultimately entitled to be paid fair value for their Tahoe such Shares, which fair value shall be entitled to be paid the fair value of such shares immediately before the approval of the Arrangement ResolutionShares by Purchaser, shall be paid an amount equal to such fair value by Tahoeless any applicable withholdings, which fair value notwithstanding anything to the contrary in Part XV of the CBCA, shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted and will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Shares; andor (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares such Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder Shareholders who have not exercised Dissent Rights in respect of Tahoe such Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would Consideration per Share to which holders of Shares who have received pursuant to the Arrangement if such holder had not exercised Dissent RightsRights are entitled under Section 2.3(3) hereof, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or less any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangementapplicable withholdings.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Peak Common Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 under Division 2 of Part 8 of the BCBCA, as modified by this Section 5.1Article 4, the BC Interim Order and the BC Final Order, with respect to Peak Common Shares in connection with the BC Arrangement; , provided that, notwithstanding subsection 242(1) of the BCBCA, that the written objection to the special resolution to approve the BC Arrangement Resolution referred to in subsection 242(1) contemplated by Section 242 of the BCBCA must be received sent to Peak by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is holders who wish to dissent at least two Business Days days before the date of the Tahoe Peak Meeting or any date to which the Tahoe Peak Meeting may be postponed or adjourned and provided further that Dissenting Shareholders holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Tahoe Peak Common Shares, which fair value shall be the fair value of such shares immediately before the approval passing by the holders of the Arrangement ResolutionPeak Common Shares of the resolution approving the BC Arrangement, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeNew Gold; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Peak Common Shares shall be deemed to have participated in the BC Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Peak Common Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f3.01(a) hereof that such holder would have received pursuant to the BC Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe New Gold, Peak or any other person be required to recognize any holder holders of Tahoe Peak Common Shares who exercises exercise Dissent Rights as a holder holders of Tahoe Peak Common Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Peak Common Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Peak Common Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the ArrangementTime.

Dissent Rights. Pursuant to the Interim Order, Each registered holders holder of Tahoe Company Shares may exercise dissent rights of dissent with respect to any Company Shares held by such holder (the “Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 185 of the BCBCAOBCA, as modified by this Section 5.1, the Interim Order and the Final Orderthis Section 3.1, in connection with the Arrangement; provided that, notwithstanding subsection 242(1185(6) of the BCBCAOBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1185(6) of the BCBCA OBCA must be received by Tahoe the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Company Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Dissenting Holder that duly exercises such holder’s Dissent Rights shall be deemed to have transferred the Company Shares held by such holder and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Company Shares, as set out in this Section 3.1), as provided further that Dissenting Shareholders whoin Section 2.3(a) and if they: (a) ultimately are ultimately entitled to be paid fair value for their Tahoe such Company Shares, which fair value : (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(a)); (ii) will be entitled to be paid the fair value of such shares immediately before Company Shares by the approval Purchaser, which fair value, notwithstanding anything to the contrary contained in Part XIV of the Arrangement ResolutionOBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the Business Day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered holders who exercise Arrangement had such holder not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Company Shares; andor (b) ultimately are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares such Company Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Shares Company Shareholder that is not a Dissenting Holder and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f2.3(h) hereof that such holder Dissenting Holder would have received pursuant to the Arrangement if such holder Dissenting Holder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares Company Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Company Shares held by such Company Shareholder pursuant to and in the manner set forth in Section 237 to 247 section 185 of the BCBCAOBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 4.1(a); provided that, notwithstanding subsection 242(1section 185(6) of the BCBCAOBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1section 185(6) of the BCBCA OBCA must be received by Tahoe the Company not later than 5:00 4:00 p.m. (Vancouver Toronto time) on the Business Day that is two second Business Days before immediately preceding the date of the Tahoe Shareholder Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned and provided further that from time to time). Dissenting Shareholders who: (ai) are ultimately entitled to be paid by the Purchaser fair value for their Tahoe Shares, which fair value Dissent Shares (1) shall be deemed to not have participated in the transactions in Article 3 (other than Section 3.2(c)); (2) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Encumbrances) to the Purchaser in accordance with Section 3.2(c); (3) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by the approval of Purchaser, which fair value, notwithstanding anything to the Arrangement Resolutioncontrary contained in the OBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted at the Shareholder Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Company Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by the Purchaser fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Company Shares on the same basis as a non-dissenting holder of Tahoe Shares and Company Shareholder. (b) In no event shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to Purchaser, the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe Company or any other person Person be required to recognize any a Dissenting Shareholder as a registered or beneficial holder of Tahoe Company Shares who exercises Dissent Rights as a holder of Tahoe Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares Company as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Time. (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCAInterim Order, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution Person shall be entitled to exercise Dissent Rights with respect to Company Shares in respect of which a Person has voted or has instructed a proxyholder to vote in favour of the ArrangementArrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, registered (1) Registered holders of Tahoe Common Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe such Common Shares held pursuant to and in the manner set forth in Section sections 237 to 247 of the BCBCA, BCBCA as modified and supplemented by the Interim Order, the Final Order and this Section 5.1, the Interim Order and the Final Order, 3.1 in connection with the ArrangementArrangement Resolution (the “Dissent Rights”); provided that, notwithstanding (i) subsection 242(1242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1242(1)(a) of the BCBCA must be received by Tahoe the Company not later than 5:00 p.m. (Vancouver time) on the Business Day day that is two Business Days before (2) days immediately preceding the date of the Tahoe Meeting or any date Arrangement Meeting, (ii) section 245 of the BCBCA, GWRI and not the Company shall be required to which pay the Tahoe Meeting may be postponed or adjourned fair value of such Common Shares, and provided further that (iii) GWRI shall have all rights of the Company, as its successor, under sections 237 to 247 with respect to Dissent Rights and the exercise thereof. (2) Dissenting Shareholders who: (a) who are ultimately determined to be entitled to be paid fair value for their Tahoe Shares, which fair value Common Shares shall be entitled to be paid by GWRI the fair value of such shares immediately before Common Shares and will not be entitled to any other payment or consideration under the approval of Arrangement, including any payment that would be payable under the Arrangement Resolution, shall be paid an amount equal to had such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders not exercised their Dissent Rights in respect of such Common Shares. (3) Holders of Common Shares who exercise such validly withdraw their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoe; and (b) who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Tahoe Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement pursuant to Section 2.2(6) on the same basis as a non-dissenting holder of Tahoe Shares Common Shares. (4) In no circumstances shall GWRI, the Company, the Depositary, the registrar and shall be entitled to receive only transfer agent in respect of the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent RightsCommon Shares, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe any of their respective successors or any other person be required to recognize any a person exercising Dissent Rights unless such person is the registered holder of Tahoe those Common Shares who exercises Dissent Rights in respect of which such rights are sought to be exercised. In no case shall the Company, GWRI, the Depositary, the registrar and transfer agent in respect of the Common Shares, or any of their respective successors or any other person be required to recognize a Dissenting Shareholder as a holder of Tahoe Common Shares after the time that is immediately prior to the Effective Time, Time and the names name of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) each Dissenting Shareholder shall be deleted from the register maintained by or on behalf of Tahoe in respect holders of the Tahoe Common Shares as holders of Tahoe Shares at the Effective Time and Pan American as provided in Article 2. (5) No rights of dissent shall be recorded as the registered holder available to holders of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAsDSUs, Tahoe PSAs, Tahoe RSAs, PSUs or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in connection with the Arrangement. In addition to any other restrictions in Section 238 under Division 2 of Part 8 of the BCBCA, no person holders of Common Shares who has voted Tahoe Sharesvote in favour of the Arrangement Resolution, or have instructed a proxyholder to vote such persons Tahoe Shares, Common Shares in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights with and shall be deemed to have not exercised Dissent Rights in respect to the Arrangementof such Common Shares.

Dissent Rights. Pursuant to the Interim Order, registered (1) Registered holders of Tahoe Shares as of the record date of the Meeting may exercise dissent rights with respect to all of dissent their Shares (“Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 190 of the BCBCACBCA, as modified by the Interim Order, any other order of the Court and this Section 5.13.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1Subsection 190(5) of the BCBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1Subsection 190(5) of the BCBCA CBCA must be received by Tahoe not the Company no later than 5:00 p.m. (Vancouver timeTime) on the Business Day that is two (2) Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). (2) Each Dissenting Holder who duly exercises Dissent Rights shall be deemed to have transferred the Shares held by such holder to the Purchaser free and clear of all Liens, as provided further that Dissenting Shareholders whoin Section 2.3(10), and if such holder is ultimately: (a) are ultimately entitled to be paid fair value for their Tahoe such Shares, which fair value (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(10)), (ii) shall be entitled to be paid the fair value of such shares immediately before Shares by the approval of Purchaser, less any applicable withholdings, which fair value, notwithstanding anything to the Arrangement Resolutioncontrary in the CBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Shares; andor (b) are ultimately not entitled, for any reason, to be paid the fair value for their Tahoe Shares such Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder Shareholders who have not exercised Dissent Rights in respect of Tahoe such Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would Consideration to which Shareholders who have received pursuant to the Arrangement if such holder had not exercised Dissent RightsRights are entitled under Section 2.3(11) hereof, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or less any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangementapplicable withholdings.

Dissent Rights. Pursuant to the Interim Order, Each registered holders of Tahoe Shares Xxxxxxxx Shareholder may exercise dissent rights of dissent (“"Dissent Rights”") with respect to all Tahoe Xxxxxxxx Shares held by such Xxxxxxxx Shareholder in connection with the Arrangement pursuant to and in the manner set forth in Section 237 to 247 section 185 of the BCBCAOBCA, as modified by this Section 5.1, the Interim Order and the Final Orderthis Section 4.1; provided, in connection with the Arrangement; provided thathowever, notwithstanding subsection 242(1) of the BCBCA, that the written notice setting forth the objection of such registered Xxxxxxxx Shareholder to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe Xxxxxxxx not later than 5:00 4:00 p.m. (Vancouver time) on the Business Day day that is two Business Days before immediately preceding the date of the Tahoe Xxxxxxxx Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned and provided further that from time to time). Dissenting Shareholders whowho duly exercise their Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Xxxxxxxx Shares held by them and in respect of which Dissent Rights have been validly exercised, to Xxxxxxxx, free and clear of all Liens, as provided in Section 3.1(a) and if they: (a) are ultimately entitled to be paid fair value for their Tahoe Shares, which fair value Xxxxxxxx Shares from Xxxxxxxx: (i) shall be deemed not to have participated in the transactions in respect of such Xxxxxxxx Shares in Article 3 (other than Section 3.1(a)); (ii) shall be entitled to be paid the fair value of such shares immediately before Xxxxxxxx Shares by Xxxxxxxx (with Xxxxxxxx funds and not funds directly or indirectly provided by Agnico or any Affiliate of Agnico), which fair value, notwithstanding anything to the approval contrary contained in Part XIV of the Arrangement ResolutionOBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted; and (iii) shall not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered holders who exercise Arrangement if such Dissenting Shareholders had not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Xxxxxxxx Shares; andor (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares Xxxxxxxx Shares, such Dissenting Shareholders shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis terms as a non-dissenting non‐dissenting holder of Tahoe Xxxxxxxx Shares and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f3.1(b) hereof that such holder Dissenting Shareholders would have received pursuant to the Arrangement if such holder Dissenting Shareholders had not exercised their Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who:‌ (ai) are ultimately entitled to be paid fair value for their Tahoe GLC Shares, which fair value shall be the fair value of such shares immediately before as at the approval close of business on the Arrangement Resolution, day prior to the GLC Meeting and shall be paid an amount equal to such fair value by TahoeAmalco, which will cease to have any rights as former GLC Shareholders, other than their right to be paid by Xxx the fair value shall for such GLC Shares as calculated above, and such GLC Shares will be determined in accordance with the procedures applicable and will be deemed to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoebe cancelled; and (bii) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe GLC Shares shall be deemed to have participated in the ArrangementAmalgamation, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe GLC Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f1.2(l)(i) hereof that such holder would have received pursuant to the Arrangement Amalgamation if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe Xxx, Subco, GLC, Amalco or any other person be required to recognize any holder holders of Tahoe GLC Shares who exercises exercise Dissent Rights as a holder holders of Tahoe GLC Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe GLC Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe GLC Shares at the Effective Time and Pan American Time. In no circumstances shall Xxx, Subco, GLC, Amalco or any other person be recorded as the required to recognize a person exercising Dissent Rights unless such person is a registered holder of such Tahoe GLC Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of which such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition Dissent Rights are sought to any other restrictions in Section 238 be exercised. A registered holder of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be GLC Shares is not entitled to exercise Dissent Rights with respect to GLC Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favor of the ArrangementGLC Amalgamation Resolution.

Dissent Rights. Pursuant Notwithstanding any provision of this Agreement to the Interim Ordercontrary, registered holders including Section 3.1, Bullion Shares issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 3.1(a)) and held by a holder who has not voted in favor of Tahoe Shares may exercise adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of dissent such shares in accordance with Section 16-10a-1321 of the Utah Act (“Dissent Rights”) (such Bullion Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s Dissent Rights under the Utah Act with respect to all Tahoe Shares held such shares) shall not be converted into a right to receive the Merger Consideration, but instead shall be entitled to only such rights as are granted by Sections 16-10a-1301 through 16-10a-1331 of the Utah Act; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s Dissent Rights pursuant to and in the manner set forth in Section 237 to 247 16-10a-1323 of the BCBCA, as modified Utah Act or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) Sections 16-10a-1301 through 16-10a-1331 of the BCBCAUtah Act, the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who: (a) are ultimately entitled to be paid fair value for their Tahoe Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoe; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Bullion Shares shall be deemed to have participated in the Arrangement, treated as if they had been converted as of the Effective Time, on Time into the same basis as a non-dissenting holder of Tahoe Shares and shall be entitled right to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held Merger Consideration in accordance with Section 3.23.1(b), but in no without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the case may be. Bullion shall Pan American or Tahoe or provide Eurasian prompt written notice of any demands received by Bullion for appraisal of the Bullion Shares, any withdrawal of any such demand and any other person be required demand, notice or instrument delivered to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately Bullion prior to the Effective TimeTime pursuant to the Utah Act that relates to such demand, and Eurasian shall have the names of opportunity and right to direct all such holders of Tahoe Shares who exercise Dissent Rights (negotiations and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights proceedings with respect to such demands. Except with the Arrangementprior written consent of Eurasian, Bullion shall not make any payment with respect to, or settle or offer to settle, any such demands.

Dissent Rights. Pursuant to (a) Each registered Nomad Shareholder as of the Interim Order, registered holders of Tahoe Shares record date for the Nomad Meeting may exercise rights of dissent with respect to all Nomad Shares held by such Nomad Shareholder as registered holder thereof as of such date in connection with the Arrangement pursuant to and in strict compliance with the procedures set forth in Section 190 of the CBCA, as modified by the Interim Order and this Section 5.1 (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 of the BCBCA), as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1Section 190(5) of the BCBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1contemplated by Section 190(5) of the BCBCA CBCA must be received by Tahoe the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Nomad Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time) and provided further that any Dissenting Nomad Shareholders who duly exercise such Dissent Rights and who: (ai) are ultimately determined to be entitled to be paid fair value from the Company with Company funds for their Tahoe Sharesthe Dissenting Shares in respect of which they have exercised Dissent Rights, which fair value shall be notwithstanding anything to the fair value of such shares immediately before the approval contrary contained in Part XV of the Arrangement ResolutionCBCA, shall be paid an amount equal deemed to have irrevocably transferred such Dissent Shares to the Company and cancelled pursuant to Section 3.1(d) in consideration of such fair value solely from reserves established by Tahoe, which fair value shall be determined in accordance with the procedures applicable Company therefore prior to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeEffective Time; andor (bii) are ultimately not entitled, for any reason, to be paid by the Company the fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Nomad Shares on the same basis as a non-dissenting holder of Tahoe Shares Nomad Shareholder and shall be entitled to receive only the consideration contemplated Consideration from the Purchaser in Section 3.1(fthe same manner as such non-dissenting Nomad Shareholders. (b) hereof that such holder would have received pursuant to In no event shall the Arrangement if such holder had not exercised Dissent Rights, and had made Purchaser or the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe Company or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights a Dissenting Nomad Shareholder as a holder registered or beneficial owner of Tahoe Nomad Shares or any interest therein (other than the rights set out in this Section 5.1) at or after the time that is immediately prior to the Effective Time, and as at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Nomad Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Company. (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in the Interim Order and under Section 238 190 of the BCBCACBCA, no person none of the following shall be entitled to exercise Dissent Rights: (i) Nomad Shareholders who has voted Tahoe Shares, vote or have instructed a proxyholder to vote such persons Tahoe Shares, Nomad Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with (but only in respect to the Arrangementof such Nomad Shares); and (ii) holders of Nomad Options, Nomad RSUs, Nomad PSUs, Nomad DSUs or Nomad Warrants.

Dissent Rights. Pursuant to the Interim Order, Each registered holders holder of Tahoe Company Shares may exercise dissent rights of dissent (“Dissent Rights”) with respect to all Tahoe any Company Shares held by such holder (the "Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Section 237 to 247 185 of the BCBCAOBCA, as modified by this Section 5.1, the Interim Order and the Final Orderthis Section 3.1, in connection with the Arrangement; provided that, notwithstanding subsection 242(1185(6) of the BCBCAOBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1185(6) of the BCBCA OBCA must be received by Tahoe the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Company Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Dissenting Holder that duly exercises such holder's Dissent Rights shall be deemed to have transferred the Company Shares held by such holder and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Company Shares, as set out in this Section 3.1), as provided further that Dissenting Shareholders whoin Section 2.3(a) and if they: (a) ultimately are ultimately entitled to be paid fair value for their Tahoe such Company Shares, which fair value : (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(a)); (ii) will be entitled to be paid the fair value of such shares immediately before Company Shares by the approval Purchaser, which fair value, notwithstanding anything to the contrary contained in Part XIV of the Arrangement ResolutionOBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the Business Day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered holders who exercise Arrangement had such holder not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Company Shares; andor (b) ultimately are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares such Company Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Shares Company Shareholder that is not a Dissenting Holder and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f2.3(h) hereof that such holder Dissenting Holder would have received pursuant to the Arrangement if such holder Dissenting Holder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares Esperanza Shareholders may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 under Division 2 of Part 8 of the BCBCA, as modified by this Section 5.1Article 5, the Interim Order and the Final Order, with respect to Esperanza Shares in connection with the Arrangement; , provided that, notwithstanding subsection 242(1) that the notice of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) dissent contemplated by section 242 of the BCBCA must be received by Tahoe not later than 5:00 p.m. Esperanza, Suite 1400, 400 Burrard Street, Vancouver, British Columbia, Canada V6C 3A6, Attention: General Counsel, by 10 am (Vancouver time) on the Business Day date that is at least two Business Days before prior to the date of the Tahoe Esperanza Meeting or any date to which the Tahoe Esperanza Meeting may be postponed or adjourned and provided further that Dissenting Shareholders holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Tahoe Esperanza Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by TahoeEsperanza, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American Alamos or Subco may enter into the agreement with registered holders who exercise such Dissent Rights or and apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeEsperanza; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares Esperanza Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting registered holder of Tahoe Esperanza Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(fsection 3.1(d) hereof that such holder would have received pursuant to the Arrangement if such registered holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe Alamos, Subco, Esperanza or any other person be required to recognize any holder holders of Tahoe Esperanza Shares who exercises exercise Dissent Rights as a holder holders of Tahoe Esperanza Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Esperanza Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe SharesTime. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in In addition to any other restrictions in Section under section 238 of the BCBCA, no person none of the following shall be entitled to exercise Dissent Rights: (i) Esperanza Optionholders, (ii) Esperanza Warrantholders, (iii) Esperanza RSU Holders and (iv) holders of Esperanza Shares who has voted Tahoe Shares, vote or have instructed a proxyholder to vote such persons Tahoe Shares, Esperanza Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the ArrangementResolution.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares Company Shareholders (other than the Purchaser and its affiliates) may exercise dissent rights of dissent with respect to Company Shares held by such Dissenting Shareholders (“Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement4.1; provided that, notwithstanding subsection 242(1) of the BCBCA, that the written notice setting forth the objection of such registered Company Shareholder to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe the Company not later than 5:00 p.m. (Vancouver time) on the Business Day day that is two Business Days before immediately preceding the date of the Tahoe Company Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Company Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to the Purchaser, free and clear of all liens, claims and encumbrances, as provided further that in Section 3.1(b) and if such Dissenting Shareholders whoShareholder: (a) are is ultimately entitled to be paid fair value for their Tahoe its Company Shares, which fair value such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(b)); (ii) will be entitled to be paid the fair value of such shares immediately before Company Shares by the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by TahoePurchaser, which fair value shall be determined in accordance with the procedures applicable value, notwithstanding anything to the payout value set out contrary contained in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and section 245 of the BCBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in lieu respect of Tahoesuch Company Shares; andor (b) are ultimately is not entitled, for any reason, to be paid fair value for their Tahoe Shares such Company Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting non‐dissenting holder of Tahoe Company Shares and shall be entitled to receive only the consideration Non-Share Consideration contemplated in by Section 3.1(f3.1(a)(i) hereof and the Share Consideration contemplated by Section 3.1(a)(ii) that such holder Dissenting Shareholder would have received pursuant to the Arrangement if such holder Dissenting Shareholder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.,

Dissent Rights. Pursuant Registered and beneficial holders of Xxxxxx Xxxxxx as of the record date for the Karora Meeting and who are registered Karora Shareholders prior to the Interim Order, deadline for exercising dissent rights may exercise dissent rights with respect to all of the Karora Shares held by such registered holders of Tahoe Shares may exercise rights of dissent (“Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 190 of the BCBCACBCA, as modified by this Section 5.1, the Interim Order and Order, the Final Order, in connection with any other order of the Arrangement; Court and this Article 4, provided that, notwithstanding subsection 242(1Subsection 190(5) of the BCBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1Subsection 190(5) of the BCBCA CBCA must be received by Tahoe not Karora no later than 5:00 p.m. (Vancouver Toronto time) on the Business Day that is two (2) Business Days before immediately preceding the date of the Tahoe Karora Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Dissenting Shareholder who duly exercises Dissent Rights shall be deemed to have transferred the Karora Shares held by such holder to Acquireco as provided, and provided further that Dissenting Shareholders whoas of the time stipulated, in Section 3.1(a) and if such holder is ultimately determined to be: (a) are ultimately entitled to be paid fair value for their Tahoe such Karora Shares, which fair value (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)), (ii) shall be entitled to be paid the fair value of such shares immediately before Karora Shares by Acquireco, less any applicable withholdings, which fair value, notwithstanding anything to the approval of contrary in the Arrangement ResolutionCBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the Karora Meeting, and (iii) will not be entitled to any other payment or consideration, including any payment or consideration that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Karora Shares; andor (b) are ultimately not entitled, for any reason, to be paid the fair value for their Tahoe Shares such Karora Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis and at the same time as a non-dissenting holder Karora Shareholders who have not exercised Dissent Rights in respect of Tahoe such Karora Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would Fractional Spinco Shares and the Consideration to which Karora Shareholders who have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be are entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangementunder Sections 3.1(g).

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares Company Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Company Shares held by such Company Shareholder pursuant to and in the manner set forth in Section 237 to 247 193 of the BCBCAYBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 4.1(a); provided that, notwithstanding subsection 242(1Section 193(5) of the BCBCAYBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1Section 193(5) of the BCBCA YBCA must be received by Tahoe Company not later than 4:00 p.m. (Montreal time) on December 8, 2022 (or, if the Meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting). (b) A Dissenting Shareholder may, not later than 5:00 p.m. (Vancouver Montreal time) on December 14, 2022, elect (each such Dissenting Shareholder, an “Electing Shareholder”) to receive 80% of the Business Day that is Consideration for each Dissent Share held (the “Upfront Payment”) by sending a duly completed and executed Election Form to the Depositary, which amount shall be paid by the Purchaser to the Electing Shareholder within two Business Days before of the later of (i) the Effective Date or (ii) the date on which the Depositary receives a duly completed and executed Election Form, the certificate(s) representing the Electing Shareholder’s Dissent Shares and any such additional documents and instructions as the Depositary may reasonably require. The Purchaser shall also pay to each Electing Shareholder (A) the balance of the fair value of such Dissent Shares after subtracting the Upfront Payment and (B) interest at an annual rate equal to the Canada 1 Year Treasury Xxxx Xxxxx on the balance payable up to C$43.00 in fair value per Dissent Share pursuant to Section 4.1(b)(A) calculated from the Effective Date to the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that payment. (c) Dissenting Shareholders who: (ai) are ultimately entitled to be paid by the Purchaser fair value for their Tahoe Shares, which fair value Dissent Shares (1) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(c)); (2) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to the Purchaser in accordance with Section 3.1(c); (3) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by the approval Purchaser (in the case of Electing Shareholders, in the Arrangement Resolutionmanner set out in Section 4.1(b), including interest thereon as contemplated by such Section), which fair value, notwithstanding anything to the contrary contained in the YBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the Company Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Company Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by the Purchaser fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Company Shares on the same basis as a non-dissenting holder of Tahoe Shares Company Shareholder and shall be entitled to receive receive, and shall receive, only the consideration contemplated set forth in Section 3.1(f3.1(d) hereof that (for greater certainty, in the case of any non-dissenting Company Shareholder who received an Upfront Payment, such holder would have received pursuant to consideration shall take into account the Arrangement if such holder had not exercised Dissent Rightsamount of the Upfront Payment received). (d) In no event shall the Parent, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American Purchaser or Tahoe the Company or any other person Person be required to recognize any a Dissenting Shareholder as a registered or beneficial holder of Tahoe Company Shares who exercises Dissent Rights as a holder of Tahoe Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares Company as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the ArrangementTime.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Alexco Shares as of the record date for the Alexco Meeting may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Alexco Shares held by such holder as registered holder thereof as of such date in connection with the Arrangement pursuant to and in strict compliance with the manner procedures set forth in Section 237 to 247 of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the ArrangementOrder (“Dissent Rights”); provided that, notwithstanding subsection 242(1) of the BCBCA, the written objection to the Arrangement Alexco Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe Alexco not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Alexco Meeting or any date to which the Tahoe Alexco Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who: (a) are ultimately entitled to be paid fair value for their Tahoe Alexco Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Alexco Resolution, shall be paid only an amount equal to such fair value by Tahoe108, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American 108 may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, and such Dissenting Shareholder will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Shareholders not exercised their Dissent Rights in lieu respect of Tahoetheir Alexco Shares; andor (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Alexco Shares in respect of which they purported to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Alexco Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f3.1(i) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Cash Election for all Tahoe Alexco Shares held in accordance with Section 3.2, but in no case shall Pan American 108 or Tahoe Alexco or any other person be required to recognize any holder of Tahoe Alexco Shares who exercises Dissent Rights as a holder of Tahoe Alexco Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Alexco Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe Alexco in respect of the Tahoe Alexco Shares as holders of Tahoe Alexco Shares at the Effective Time and Pan American 108 shall be recorded as the registered holder of such Tahoe Alexco Shares and shall be deemed to be the legal owner of such Tahoe Alexco Shares. For greater certainty, (a) no beneficial holder of Tahoe Alexco Shares shall be entitled to Dissent Rights in respect of such Alexco Shares and no holder of Alexco Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, Alexco DSUs or Tahoe SARs Alexco RSUs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Alexco Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, Alexco DSUs or Tahoe SARsAlexco RSUs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Alexco Shares, or instructed a proxyholder to vote such persons Tahoe Alexco Shares, in favour of the Arrangement Alexco Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders 3.1 Holders of Tahoe IRC Shares may exercise rights of dissent with respect to those IRC Shares pursuant to, and (except as expressly indicated to the contrary in this Section 3.1), in the manner set forth in, Section 190 of the CBCA and this Section 3.1 (the “Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1Section 190(5) of the BCBCACBCA, the written objection to the resolution approving the Arrangement Resolution referred to in subsection 242(1Section 190(5) of the BCBCA CBCA must be received by Tahoe IRC not later than 5:00 4:30 p.m. (Vancouver Toronto time) on the Business Day that is two Business Days business day before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned IRC Special Meeting; and provided further that Dissenting that, notwithstanding the provisions of Section 190 of the CBCA, IRC Shareholders who duly exercise Dissent Rights and who: (a) ultimately are ultimately determined to be entitled to be paid fair value for their Tahoe IRC Shares, which fair value value, notwithstanding anything to the contrary contained in Section 190 of the CBCA, shall be determined as of the Exchange Time, shall be deemed to have transferred those IRC Shares as of the Exchange Time at the fair value of such shares immediately before the approval IRC Shares determined as of the Arrangement ResolutionExchange Time, shall be paid an amount equal without any further act or formality and free and clear of all liens and claims, to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeCanco; andor (b) ultimately are ultimately determined not to be entitled, for any reason, to be paid fair value for their Tahoe Shares IRC Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe IRC Shares who has not exercised Dissent Rights and shall be entitled deemed to receive only have elected to receive, and shall receive, the consideration contemplated provided in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.22.3(d), but in no case shall Pan American or Tahoe IRC, RG, the Depositary or any other person be required to recognize any such holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe IRC Shares after the time that is immediately prior to the Effective Exchange Time, and the names of all each such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) holder shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe IRC Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the ArrangementExchange Time.

Dissent Rights. Pursuant to the Interim Order, each registered holders of Tahoe Shares Company Shareholder may exercise rights of dissent (“"Dissent Rights”") with in respect to of all Tahoe Company Shares held by such holder as a registered holder thereof in connection with the Arrangement pursuant to and in strict compliance with the manner procedures set forth in Section 237 to 247 Division 2 of Part 8 of the BCBCA, all as modified by this Section 5.1ARTICLE Four, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, that the written notice setting forth the objection of such registered Company Shareholder to the Arrangement Resolution referred to in subsection contemplated by Section 242(1) of the BCBCA must be received by Tahoe the Company not later than 5:00 p.m. (Vancouver time) on the Business Day day that is two (2) Business Days immediately before the date of the Tahoe Company Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Company Shareholder who duly exercises its Dissent Rights and provided further that Dissenting Shareholders who: (a) are is ultimately entitled to be paid fair value by the Company for their Tahoe Shares, the Company Shares in respect of which fair value shall they have exercised Dissent Rights: (i) will be deemed not to have participated in the transactions in ARTICLE Three (other than Section 3.01(b)); (ii) will be entitled to be paid the fair value of such shares immediately before Company Shares by the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by TahoeCompany, which fair value shall be determined in accordance with the procedures applicable value, notwithstanding anything to the payout value set out contrary contained in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections Sections 244 and 245 of the BCBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Company Shareholder had not exercised its Dissent Rights in lieu respect of Tahoesuch Company Shares and (iv) will be deemed to have transferred and assigned their Company Shares (free and clear of all Liens) to the Company pursuant to Section 3.01(b) in consideration for such fair value; andor (b) are is ultimately not entitled, for any reason, to be paid fair value for their Tahoe the Company Shares shall in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Shares Company Shareholder who has not exercised Dissent Rights and shall be entitled to receive only the consideration Share Consideration contemplated in by Section 3.1(f3.01(c) hereof that such holder Company Shareholder would have received pursuant to the Arrangement if such holder Company Shareholder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in . In no case shall Pan American or Tahoe will the Purchaser, the Company or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights Dissenting Company Shareholder as a holder of Tahoe Company Shares in respect of which Dissent Rights have been validly exercised after the time that is immediately prior completion of the transfer under Section 3.01(b), and each Dissenting Company Shareholder will cease to be entitled to the Effective Time, and the names rights of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe a Company Shareholder in respect of the Tahoe Company Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of which they have exercised Dissent Rights. The name of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, Dissenting Company Shareholder shall be removed from the register of Company Shareholders as applicable, and (bto those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.01(b) in occurs. In addition to any other restrictions in Section 238 under Division 2 of Part 8 of the BCBCA, no person none of the following persons shall be entitled to exercise Dissent Rights: (i) any holder of Company Options, Company RSUs or Company Warrants; (ii) any Company Shareholder who votes or has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, Company Shareholder's Company Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with (but only in respect to the Arrangementof such Company Shares); and (iii) any beneficial Company Shareholder.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares Goldcorp Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Goldcorp Shares held by such Goldcorp Shareholder pursuant to and in the manner set forth in Section 237 to 247 185 of the BCBCAOBCA, as modified by the Interim Order, the Final Order and this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement‎4.1(a); provided that, notwithstanding subsection 242(1Section 185(6) of the BCBCAOBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1Section 185(6) of the BCBCA OBCA must be received by Tahoe Goldcorp not later than 5:00 4:00 p.m. (Vancouver Toronto time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Goldcorp Meeting. Dissenting Shareholders whowho are: (ai) are ultimately entitled to be paid by Newmont the fair value for their Tahoe Shares, which fair value Dissent Shares (A) shall be deemed to not to have participated in the transactions in ‎Article 3 (other than Section ‎3.1(a)); (B) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to Newmont in accordance with Section ‎3.1(a); (C) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by Newmont, which fair value, notwithstanding anything to the approval of contrary contained in the Arrangement ResolutionOBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the Goldcorp Meeting; and (D) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Goldcorp Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by Newmont the fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Goldcorp Shares on the same basis as a non-dissenting holder of Tahoe Shares Goldcorp Shareholder and shall be entitled to receive only the consideration contemplated Consideration from Newmont in Section 3.1(fthe same manner as such non-Dissenting Shareholders. (b) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in In no case event shall Pan American Newmont or Tahoe Goldcorp or any other person Person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights a Dissenting Shareholder as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by registered or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal beneficial owner of such Tahoe Shares. Goldcorp Shares or any interest therein (other than the rights set out in this Section ‎4.1) at or (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in the Interim Order and under Section 238 185 of the BCBCAOBCA, no person none of the following shall be entitled to exercise Dissent Rights: (i) Goldcorp Shareholders who has voted Tahoe Shares, vote or have instructed a proxyholder to vote such persons Tahoe Shares, Goldcorp Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with (but only in respect to of such Goldcorp Shares), (ii) holders of Goldcorp Options, Goldcorp RSUs, Goldcorp PSUs and Goldcorp Phantom RSUs, and (iii) any other Person who is not a registered holder of Grizzles Shares as of the Arrangementrecord date for the Goldcorp Meeting.

Dissent Rights. (a) Pursuant to the Interim Order, Company Shareholders who are registered holders of Tahoe Company Shares as of the record date of the Company Meeting may exercise rights to dissent in connection with the Arrangement under Division 2 of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 Part 8 of the BCBCA, as modified by this Section 5.1Article 4, the Interim Order and the Final OrderOrder (“Dissent Rights”), in connection with respect to all (but not less than all) of the Arrangement; Company Shares held by such Company Shareholder, provided that, notwithstanding subsection 242(1) that the Notice of Dissent contemplated by Section 242 of the BCBCA, as may be modified by the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA Interim Order, must be received by Tahoe not later than 5:00 Company by 4:00 p.m. (Vancouver time) on the Business Day date that is at least two Business Days before business days prior to the date of the Tahoe Meeting Company Meeting, or any date to which the Tahoe Company Meeting may be postponed or adjourned adjourned, and provided further that Dissenting Shareholders holders who duly exercise such Dissent Rights and who: (ai) are ultimately entitled to be paid the fair value for of their Tahoe Dissent Shares: (A) will be entitled to be paid the fair value of such Dissent Shares by Company, which fair value value, notwithstanding anything to the contrary contained in the BCBCA, shall be the fair value of such shares Dissent Shares determined as of the close of business on the day immediately before the approval of the Arrangement Resolution, ; (B) shall be paid an amount equal deemed not to such fair value by Tahoehave participated in the transactions in Article 2 (other than Section 2.3(d), which fair value if applicable); (C) shall be determined deemed to have transferred and assigned such Dissent Shares, free and clear of any Liens, to Company in accordance with Section 2.3(d); and (D) will not be entitled to any other payment or consideration, including any payment that would be payable under the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Company Shares; and (b) are ultimately not entitledIn no circumstances shall Parent, for any reasonParent Canadian Sub, to be paid fair value for their Tahoe Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe Company or any other person Person be required to recognize any a Person exercising Dissent Rights unless such Person is the registered holder of Tahoe those Company Shares in respect of which such rights are sought to be exercised as of the record date of the Company Meeting and as of the deadline for exercising such Dissent Rights. (c) In no case shall Parent, Parent Canadian Sub, Company or any other Person be required to recognize holders of Company Shares who exercises exercise Dissent Rights as a holder holders of Tahoe Company Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares the Company at the Effective Time and Pan American shall be recorded as time at which the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. step in Section 2.3(d) occurs. (d) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in the Interim Order and under Section 238 of the BCBCA, no person none of the following shall be entitled to exercise Dissent Rights: (i) a holder of any Company Incentive Awards in respect of such holder’s Company Incentive Awards; (ii) Company Shareholders who has voted Tahoe Shares, vote or have instructed a proxyholder to vote such persons Tahoe Shares, Company Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to Resolution; and (iii) any other Person who is not a registered Company Shareholder as of the Arrangementrecord date for the Company Meeting.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares Registered Nevada King Shareholders (other than Spinco and its affiliates) may exercise dissent rights of dissent with respect to Nevada King Shares held by such Dissenting Shareholders (“Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, that the written notice setting forth the objection of such registered Nevada King Shareholder to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe Nevada King not later than 5:00 p.m. (Vancouver time) on the Business Day day that is two Business Days before immediately preceding the date of the Tahoe Nevada King Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 5.1, shall be deemed to have transferred all Nevada King Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to Nevada King, free and clear of all liens, claims and encumbrances, as provided further that in Section 3.1(a) and if such Dissenting Shareholders whoShareholder: (a) are is ultimately entitled to be paid fair value for their Tahoe its Nevada King Shares, which fair value such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) will be entitled to be paid the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value Nevada King Shares by TahoeNevada King, which fair value shall be determined in accordance with the procedures applicable value, notwithstanding anything to the payout value set out contrary contained in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and section 245 of the BCBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in lieu respect of Tahoesuch Nevada King Shares; andor (b) are is ultimately is not entitled, for any reason, to be paid fair value for their Tahoe Shares its Nevada King Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Shares Nevada King Shareholder that has not exercised Dissent Rights and shall be entitled to receive only the consideration contemplated in by Section 3.1(f3.1(e) hereof that such holder Dissenting Shareholder would have received pursuant to the Arrangement if such holder Dissenting Shareholder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders Holders of Tahoe eCobalt Shares may exercise rights of dissent with respect to those eCobalt Shares pursuant to, and (except as expressly indicated to the contrary in this Section 3.1 of this Plan of Arrangement), in the manner set forth in, Section 238 of the BCBCA and this Section 3.1 of this Plan of Arrangement (the “Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) Section 242 of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) notice of the BCBCA dissent must be received by Tahoe not later than 5:00 p.m. eCobalt by 10:00 a.m. (Vancouver time) on , 2019, being the Business Day that business day preceding the eCobalt Special Meeting (or, if the eCobalt Special Meeting is two Business Days before postponed or adjourned, the business day preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned eCobalt Special Meeting); and provided further that Dissenting eCobalt Shareholders who duly exercise Dissent Rights and who: (a) ultimately are ultimately determined to be entitled to be paid fair value for their Tahoe ShareseCobalt Shares shall be entitled to a payment in cash equal to such fair value, which fair value value, notwithstanding anything to the contrary contained in the BCBCA, shall be determined as of the Effective Time and shall be deemed to have transferred those eCobalt Shares in respect of which Dissent Rights have been duly and validly exercised as of the Effective Time at the fair value of such shares immediately before the approval eCobalt Shares determined as of the Arrangement ResolutionEffective Time, shall be paid an amount equal without any further act or formality and free and clear of all liens and claims, to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeJervois; andor (b) ultimately are ultimately determined not to be entitled, for any reason, to be paid fair value for their Tahoe Shares eCobalt Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe eCobalt Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had who has not exercised Dissent Rights, Rights and had made shall receive the Share Election for all Tahoe Shares held consideration provided in accordance with Section 3.22.2(b) of this Plan of Arrangement, but in no case shall Pan American or Tahoe eCobalt, Jervois, the Depositary or any other person be required to recognize any such holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe eCobalt Shares on or after the time that is immediately prior to the Effective Time, Time and the names of all each such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) holder shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe eCobalt Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the ArrangementTime.

Dissent Rights. Pursuant to the Interim Order, registered 3.1 Registered holders of Tahoe Company Shares may exercise rights of dissent with respect to those Company Shares pursuant to, and (except as expressly indicated to the contrary in this Section 3.1), in the manner set forth in, Section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) with respect and not withdrawn or been deemed to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 have withdrawn such exercise of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Order, Dissent Rights in connection with the Arrangement; provided that, notwithstanding subsection 242(1Section 185(6) of the BCBCAOBCA, the written objection to the resolution approving the Arrangement Resolution referred to in subsection 242(1Section 185(6) of the BCBCA OBCA must be received by Tahoe Company not later than 5:00 4:30 p.m. (Vancouver Toronto time) on the Business Day that is two Business Days business day before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned Company Meeting; and provided further that Dissenting that, notwithstanding the provisions of Section 185 of the OBCA, Company Shareholders who duly exercise Dissent Rights and who: (a) ultimately are ultimately determined to be entitled to be paid fair value for their Tahoe SharesCompany Shares shall be entitled to a payment in cash equal to such fair value, which fair value value, notwithstanding anything to the contrary contained in Section 185 of the OBCA, shall be determined as of the Effective Time and shall be deemed to have transferred those Company Shares in respect of which Dissent Rights have been duly and validly exercised as of the Effective Time at the fair value of such shares immediately before the approval Company Shares determined as of the Arrangement ResolutionEffective Time, shall be paid an amount equal without any further act or formality and free and clear of all liens and claims, to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeSub; andor (b) validly withdraw their Dissent Rights or who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Tahoe Shares Company Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Company Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had who has not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, Rights but in no case shall Pan American or Tahoe Company, Parent, CaymanCo, the Depositary or any other person be required to recognize any such holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Company Shares on or after the time that is immediately prior to the Effective Time, and the names of all each such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) holder shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Company Shares at the Effective Time Time. Notwithstanding the provisions of Section 185(4) of the OBCA, CaymanCo and Pan American not the Company shall be recorded as required to pay the registered holder fair value of such Tahoe the Company Shares held by a Dissenting Shareholder and shall be deemed to be offer and pay the legal owner of such Tahoe Sharesamount to which the Dissenting Shareholder is entitled. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in In addition to any other restrictions set forth in Section 238 the OBCA, none of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution following shall be entitled to exercise Dissent Rights with respect to Rights: (i) Company Optionholders; and (ii) Company Shareholders who vote in favour of the ArrangementArrangement Resolution.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders Shareholder as of Tahoe Shares the record date for the Company Meeting may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Common Shares held by such Shareholder pursuant to and in the manner set forth in Section sections 237 to 247 of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 3.1(a); provided that, notwithstanding subsection 242(1section 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1section 242(1)(a) of the BCBCA must be received by Tahoe the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Company Meeting. Dissenting Shareholders Holders who: (ai) are ultimately entitled to be paid by the Purchaser fair value for their Tahoe Dissent Shares, which fair value : (1) shall be deemed to not to have participated in the transactions in Section 2.3 (other than Section 2.3(a)); (2) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of all Liens) to the Purchaser in accordance with Section 2.3(a); (3) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by the approval of Purchaser, which fair value, notwithstanding anything to the Arrangement Resolutioncontrary contained in the BCBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the Company Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Common Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by the Purchaser fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Common Shares on the same basis as a non-dissenting holder of Tahoe Shares Shareholder (and shall be entitled to receive only the consideration contemplated Consideration from the Purchaser in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had same manner as a Shareholder who has not exercised Dissent Rights). (b) For greater certainty, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe the Guarantor, the Purchaser, the Company, Amalco or any other person Person be required to recognize any holder Dissenting Holders as registered or beneficial owners of Tahoe Common Shares who exercises in respect of which Dissent Rights as a holder of Tahoe Shares have been validly exercised (or any interest therein, other than the rights set out in this Section 3.1) after the time that is immediately prior to completion of the Effective Timetransfer under Section 2.3(a), and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Holders shall be deleted from the central securities register maintained by or on behalf of Tahoe the Company in respect of the Tahoe Common Shares as holders in respect of Tahoe Shares which Dissent Rights have been validly exercised at the Effective Time and Pan American shall be recorded same time as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. event described in Section 2.3(a). (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCAInterim Order, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution Person shall be entitled to exercise Dissent Rights with respect to Common Shares in respect of which a Person has voted or has instructed a proxyholder to vote in favour of the ArrangementArrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, Registered Common Shareholders and registered holders of Tahoe Shares Preferred Shareholders may exercise rights of dissent (“Dissent Rights”) Rights with respect to all Tahoe the Common Shares and Preferred Shares, respectively, held by such registered holders in connection with the Arrangement pursuant to and in the manner set forth in Section 237 to 247 section 190 of the BCBCACBCA, as modified by the Interim Order and this Section 5.1, the Interim Order provided that registered Company Shareholders who duly and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned validly exercise such Dissent Rights and provided further that Dissenting Shareholders who: (a) are ultimately entitled to be paid fair value for their Tahoe Common Shares or their Preferred Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolutionas applicable, shall (i) be deemed not to have participated in the transactions in Section 3.1 hereof, other than Section 3.1(d) and Section 3.1(e), as applicable, (ii) be paid an amount equal to such fair value by Tahoethe Company, which fair value shall (iii) not be determined entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such registered Company Shareholders not exercised their Dissent Rights in respect of such Common Shares or Preferred Shares, and (iv) be deemed to have transferred their Dissenting Shares to AcquisitionCo in accordance with Section 3.1(e) and Section 3.1(d) hereof, as applicable, notwithstanding the procedures applicable to the payout value set out in sections 244 and 245 provisions of section 190 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeCBCA; andor (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Common Shares or their Preferred Shares, as applicable, shall (i) be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Common Shares or Preferred Shares, as applicable, and shall (ii) be entitled to receive only the consideration contemplated in Section 3.1(f) hereof or Section 3.1(g) hereof, as applicable, that such holder Company Shareholder would have received pursuant to the Arrangement if such holder Company Shareholder had not exercised Dissent Rights; provided, however, that no registered Preferred Shareholder who has exercised its Dissent Rights shall be entitled to be paid the fair value for its Preferred Shares if the Preferred Share Acquisition Condition is not satisfied; and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but provided further that in no case shall Pan American or Tahoe the Company, either Purchaser Party or any other person be required after the Effective Time to recognize any holder of Tahoe Shares Company Shareholder who exercises Dissent Rights as a holder of Tahoe Common Shares after or, if the time that Preferred Share Acquisition Condition is immediately prior to satisfied, Preferred Shares, as the Effective Timecase may be, and the names of all such holders of Tahoe Shares Company Shareholders who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted removed from the register registers of Common Shares and Preferred Shares, as applicable, maintained by or on behalf of Tahoe in respect the Company, as of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the ArrangementTime.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares Registered Company Shareholders (other than Acquiror and its affiliates) may exercise dissent rights of dissent with respect to Company Shares held by such Dissenting Shareholders (“Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement4.1; provided that, notwithstanding subsection 242(1) of the BCBCA, that the written notice setting forth the objection of such registered Company Shareholder to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe the Company not later than 5:00 p.m. (Vancouver time) on the Business Day day that is two Business Days before immediately preceding the date of the Tahoe Company Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Company Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to the Company, free and clear of all Liens, as provided further that in Section 3.1(a) and if such Dissenting Shareholders whoShareholder: (a) are is ultimately entitled to be paid fair value for their Tahoe its Company Shares, which fair value such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) will be entitled to be paid the fair value of such shares immediately before Company Shares by the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by TahoeCompany, which fair value shall be determined in accordance with the procedures applicable value, notwithstanding anything to the payout value set out contrary contained in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and section 245 of the BCBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in lieu respect of Tahoesuch Company Shares; andor (b) are ultimately is not entitled, for any reason, to be paid fair value for their Tahoe Shares such Company Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Company Shares and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f3.1(b) hereof that such holder Dissenting Shareholder would have received pursuant to the Arrangement if such holder Dissenting Shareholder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, Each registered holders holder of Tahoe Ceapro Shares may exercise dissent rights of dissent with respect to Ceapro Shares held by such Dissenting Shareholder (“Dissent Rights”) ), in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 190 of the BCBCACBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 3.01; provided that, notwithstanding subsection 242(1Section 190(5) of the BCBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1Section 190(5) of the BCBCA CBCA must be received by Tahoe Ceapro not later than 5:00 p.m. 48 hours (Vancouver timeexcluding Saturday, Sundays and statutory holidays in Edmonton, Alberta) on prior to the Business Day that is two Business Days before the date Ceapro Meeting. Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 3.01, shall be deemed to have transferred all Ceapro Shares held by such Dissenting Shareholder and in respect of the Tahoe Meeting or any date which Dissent Rights have been validly exercised, to which the Tahoe Meeting may be postponed or adjourned Ceapro, as provided in Section 2.04(b) of this Plan of Arrangement and provided further that if such Dissenting Shareholders whoShareholder: (a) are is ultimately entitled to be paid fair value for their Tahoe its Ceapro Shares, which fair value such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Section 2.04 of this Plan of Arrangement (other than Section 2.04(b)); (ii) will be entitled to be paid the fair value of such shares immediately before Ceapro Shares by Ceapro; which fair value, notwithstanding anything to the approval contrary contained in Part XV of the Arrangement ResolutionCBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered holders who exercise Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Ceapro Shares; andor (b) are ultimately is not entitled, for any reason, to be paid fair value for their Tahoe Shares such Ceapro Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Ceapro Shares and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f2.04(c) hereof of this Plan of Arrangement that such holder Dissenting Shareholder would have received pursuant to the Arrangement if such holder Dissenting Shareholder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares Company Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Company Shares held by such Company Shareholder pursuant to and in the manner set forth in Section 237 to 247 193 of the BCBCAYBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 4.1(a); provided that, notwithstanding subsection 242(1Section 193(5) of the BCBCAYBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1Section 193(5) of the BCBCA YBCA must be received by Tahoe Company not later than 5:00 4:00 p.m. (Vancouver Montreal time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Company Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned and provided further that from time to time). Dissenting Shareholders who: (ai) are ultimately entitled to be paid by the Purchaser fair value for their Tahoe Shares, which fair value Dissent Shares (1) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(c)); (2) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to the Purchaser in accordance with Section 3.1(c); (3) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by the approval of Purchaser, which fair value, notwithstanding anything to the Arrangement Resolutioncontrary contained in the YBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the Company Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Company Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by the Purchaser fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Company Shares on the same basis as a non-dissenting holder of Tahoe Shares Company Shareholder and shall be entitled to receive receive, and shall receive, only the consideration contemplated set forth in Section 3.1(f3.1(d). (b) hereof that such holder would have received pursuant to In no event shall the Arrangement if such holder had not exercised Dissent RightsParent, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American Purchaser or Tahoe the Company or any other person Person be required to recognize any a Dissenting Shareholder as a registered or beneficial holder of Tahoe Company Shares who exercises Dissent Rights as a holder of Tahoe Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares Company as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Time. (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCAInterim Order, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution Person shall be entitled to exercise Dissent Rights with respect to Company Shares in respect of which a Person has voted or has instructed a proxyholder to vote in favour of the ArrangementArrangement Resolution.

Dissent Rights. Pursuant Dissent Rights 3.1 Registered Shareholders may exercise dissent rights with respect to the Interim Order, registered Common Shares held by such holders of Tahoe Shares may exercise rights of dissent (“Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 184 of the BCBCABCA, as modified by the Interim Order, the Final Order and this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement3.1; provided that, notwithstanding subsection 242(1184(5) of the BCBCABCA, the written objection to the Arrangement Resolution referred to in subsection 242(1184(5) of the BCBCA BCA must be received by Tahoe the Company not later than 5:00 p.m. (Vancouver Regina time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Dissenting Holders who duly exercise their Dissent Rights will be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser (free and clear of all Liens), as provided further that Dissenting Shareholders whoin Section 2.3(a) and if they: (a) ultimately are ultimately entitled to be paid fair value for their Tahoe such Common Shares, which fair value shall : (i) will be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(a)); (ii) will be entitled to be paid the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by Tahoe, Common Shares which fair value shall notwithstanding anything to the contrary contained in Part I, Division XIV of the BCA, will be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Common Shares; andor (b) ultimately are ultimately not entitled, for any reason, to be paid fair value for their Tahoe such Common Shares shall will be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Shares and shall be entitled to receive only Common Shares. Recognition of Dissenting Holders (a) In no circumstances will the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to Purchaser, the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe Company or any other person Person be required to recognize any a Person exercising Dissent Rights unless such Person is the registered holder of Tahoe those Common Shares who exercises in respect of which such rights are sought to be exercised. (b) For greater certainty, in no case will the Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Common Shares in respect of which Dissent Rights as a holder of Tahoe Shares have been validly exercised after the time that is immediately prior to completion of the Effective Timetransfer under Section 2.3(a), and the names of all such Dissenting Holders will be removed from the registers of holders of Tahoe Common Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares which Dissent Rights have been validly exercised at the Effective Time and Pan American shall be recorded same time as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Sharesevent described in Section 2.3(a) occurs. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in In addition to any other restrictions in under Section 238 184 of the BCBCABCA, no person none of the following will be entitled to exercise Dissent Rights: (i) holders of Options; and (ii) holders of Common Shares who has voted Tahoe Shares, vote or have instructed a proxyholder to vote such persons Tahoe Shares, Common Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with (but only in respect to the Arrangementof such Common Shares).

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares Instadose Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Instadose Shares held by such Instadose Shareholder pursuant to and in the manner set forth in Section sections 237 to 247 of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 4.1(a); provided that, notwithstanding subsection 242(1section 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1section 242(1)(a) of the BCBCA must be received by Tahoe Instadose not later than 5:00 4:00 p.m. (Vancouver time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Shareholder Meeting. Dissenting Shareholders who: (ai) are ultimately entitled to be paid by MZKR fair value for their Tahoe Shares, which fair value Dissent Shares (1) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(c)); (2) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to MZKR in accordance with Section 3.1(c); (3) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by MZKR, which fair value, notwithstanding anything to the approval of contrary contained in the Arrangement ResolutionBCBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the Shareholder Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Instadose Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by MZKR fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Instadose Shares on the same basis as a non-dissenting holder of Tahoe Shares Instadose Shareholder (and shall be entitled to receive only the consideration contemplated Consideration from MZKR in Section 3.1(fthe same manner as such non-Dissenting Shareholders). (b) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in In no case event shall Pan American MZKR or Tahoe Instadose or any other person Person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights a Dissenting Shareholder as a holder registered or beneficial owner of Tahoe Instadose Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares Instadose as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Time. (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCAInterim Order, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution Person shall be entitled to exercise Dissent Rights with respect to Instadose Shares in respect of which a Person has voted or has instructed a proxyholder to vote in favour of the ArrangementArrangement Resolution.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares Yamana Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Yamana Shares held by such Yamana Shareholder pursuant to and in the manner set forth in Section 237 to 247 190 of the BCBCACBCA, as modified by the Interim Order, the Final Order and this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement4.1(a); provided that, notwithstanding subsection 242(1Part XV of the CBCA, the written notice of intent to exercise the right to demand the purchase of Yamana Shares contemplated by Section 190(7) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA CBCA must be received by Tahoe Yxxxxx not later than 5:00 4:00 p.m. (Vancouver Eastern time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned Yamana Meeting, and provided further that such notice of intent must otherwise comply with the requirements of the CBCA. Dissenting Shareholders whowho are: (ai) are ultimately entitled to be paid by Yxxxxx the fair value for their Tahoe Shares, which fair value Dissent Shares (A) shall be deemed to not to have participated in the transactions in Article 3 (other than Section 3.1(a)), (B) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to Yamana in accordance with Section 3.1(a), (C) shall be entitled to be paid the fair value of such shares immediately before Dissent Shares by Yxxxxx, which fair value, notwithstanding anything to the approval of contrary contained in the Arrangement ResolutionCBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the Business Day before the Arrangement Resolution was adopted at the Yamana Meeting and (D) shall not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Yamana Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by Yxxxxx the fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Yamana Shares on the same basis as a non-dissenting holder of Tahoe Shares Yxxxxx Xxxxxxxxxxx and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f) hereof 3.1 that such holder Dissenting Shareholder would have received pursuant to the Arrangement if such holder Dissenting Shareholder had not exercised their Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in . (b) In no case circumstances shall Pan American or Tahoe American, Agnico, Yamana or any other person Person be required to recognize any a Person exercising Dissent Rights unless such Person is the registered holder of Tahoe Yamana Shares who exercises in respect of which Dissent Rights are purported to be exercised. (c) In no circumstances shall Pan American, Agnico, Yamana or any other Person be required to recognize a Dissenting Shareholder as a holder registered or beneficial owner of Tahoe Yamana Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and as at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Yamana. (d) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in the Interim Order and under Section 238 190 of the BCBCACBCA, no person none of the following shall be entitled to exercise Dissent Rights: (i) Yamana Shareholders who has voted Tahoe Shares, vote or have instructed a proxyholder to vote such persons Tahoe Shares, Yxxxxx Xxxxxx in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with (but only in respect to of such Yxxxxx Xxxxxx); (ii) holders of Yamana RSUs, Yamana PSUs and Yamana DSUs; and (iii) any other Person who is not a registered holder of Yxxxxx Xxxxxx as of the Arrangementrecord date for the Yamana Meeting.

Dissent Rights. Pursuant (a) Notwithstanding any provision of this Agreement to the Interim Ordercontrary and to the extent available under the OBCA, registered holders Company Shares that are outstanding immediately prior to the Arrangement Effective Time and that are held by Company Shareholders who have not voted in favor of Tahoe Shares may the Arrangement nor consented thereto in writing and who have given a notice of election to dissent pursuant to section 185 of the OBCA and otherwise complied with all of the provisions of the OBCA relevant to the exercise and perfection of dissenters’ rights of dissent (“Dissent Rights”) with respect to all Tahoe such Company Shares held (the “Dissenting Shares” ) shall not be exchanged for, and any such Company Shareholder shall have no right to receive, any Stockholder Arrangement Consideration pursuant to the Arrangement, and in the manner set forth in Section 237 any holder of Dissenting Shares shall cease to 247 have any of the BCBCA, rights as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) a shareholder of the BCBCA, Company save for the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who: (a) are ultimately entitled right to be paid fair value for their Tahoe Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined holder's Dissenting Shares in accordance with the procedures applicable Plan of Arrangement. Any Company Shareholder who prior to the payout value set out in sections 244 and 245 Arrangement Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to payment for their Company Shares pursuant to section 185 of the BCBCA except that Pan American may enter into OBCA shall be treated in the agreement with registered holders same manner as a Company Shareholder who exercise such Dissent Rights or apply did not give a notice of election to the Court, all as contemplated under sections 244 and 245 dissent pursuant to section 185 of the BCBCA, in lieu of Tahoe; andOBCA. (b) are ultimately not entitled, for any reason, Prior to be paid fair value for their Tahoe Shares shall be deemed to have participated in the Arrangement, as of the Arrangement Effective Time, on the same basis as a non-dissenting holder Company shall give SPAC (i) prompt notice of Tahoe Shares and shall be entitled any notices of objection to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would have received Company Arrangement Resolution pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect section 185 of the Tahoe Shares as holders of Tahoe Shares at OBCA received by the Effective Time Company and Pan American shall be recorded as the registered holder any withdrawals of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicablenotices, and (bii) the opportunity to participate in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights all negotiations and proceedings with respect to the exercise of Dissent Rights. Subject to the requirements of section 185 of the OBCA (as the same may be amended by the Interim Order or the Plan of Arrangement), the Company shall not, except with the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any Dissenting Shares or offer to settle or settle any demand made pursuant to section 185 of the OBCA.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares Novadaq Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Novadaq Shares held by such Novadaq Shareholder pursuant to and in the manner set forth in Section 237 to 247 section 190 of the BCBCACBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 4.1 (a); provided that, notwithstanding subsection 242(1section 190(5) of the BCBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1section 190(5) of the BCBCA CBCA must be received by Tahoe Novadaq not later than 5:00 4:00 p.m. (Vancouver Toronto time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Shareholder Meeting. Dissenting Shareholders who: (ai) are ultimately entitled to be paid by Acquireco fair value for their Tahoe Shares, which fair value Dissent Shares (1) shall be deemed to not to have participated in the transactions in Article 3 (other than Section 3.1(e)); (2) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to Acquireco in accordance with Section 3.1(e); (3) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by Acquireco, which fair value, notwithstanding anything to the approval of contrary contained in the Arrangement ResolutionCBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the Shareholder Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Novadaq Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by Acquireco fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Novadaq Shares on the same basis as a non-dissenting holder of Tahoe Shares and Novadaq Shareholder. (b) In no event shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent RightsAcquireco, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American Stryker or Tahoe Novadaq or any other person Person be required to recognize any a Dissenting Shareholder as a registered or beneficial holder of Tahoe Novadaq Shares who exercises Dissent Rights as a holder of Tahoe Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares Novadaq as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Time. (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCAInterim Order, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution Person shall be entitled to exercise Dissent Rights with respect to Novadaq Shares in respect of which a Person has voted or has instructed a proxyholder to vote in favour of the ArrangementArrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, registered The holders of Tahoe Company Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held such shares pursuant to and in the manner set forth in Section 237 to 247 section 185 of the BCBCA, as modified by this Section 5.1, BCA (the Interim Order and the Final Order, "DISSENT RIGHTS") in connection with the Arrangement; provided thatTransaction. Company Shares which are held by holders who duly exercise such rights of dissent (the "DISSENTING SHAREHOLDERS") shall not be deemed to have been exchanged for Amalco Redeemable Shares. However, notwithstanding subsection 242(1) if a Dissenting Shareholder fails to perfect or effectively withdraws his, her or its dissent under Section 185 of the BCBCABCA or if his, the written objection to the Arrangement Resolution referred to in subsection 242(1) her or its rights as a shareholder of the BCBCA must Company are otherwise reinstated, such Dissenting Shareholder's Company Shares shall thereupon be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date deemed to have been exchanged for Amalco Redeemable Shares as of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Closing as prescribed herein. For greater certainty, a Dissenting Shareholders whoShareholder will either: (a) are ultimately entitled cease to have any rights as a shareholder other than the right to be paid fair value for their Tahoe Shares, which fair value shall be the fair value of such shares immediately holder's Company Shares pursuant to Section 185 of the BCA except in certain circumstances, including where: (i) such Dissenting Shareholder withdraws the notice of dissent before the approval Company makes an offer to such Dissenting Shareholder pursuant to Section 185(15) of the Arrangement Resolution, shall be paid BCA; (ii) the Company fails to make an amount equal to such fair value by Tahoe, which fair value shall be determined offer in accordance with the procedures applicable to the payout value set out in sections 244 and 245 Section 185(15) of the BCBCA except that Pan American may enter into BCA and such Dissenting Shareholder withdraws the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 notice of the BCBCA, in lieu of Tahoedissent; andor (b) if they are ultimately determined not to be entitled, for any reason, to be paid fair value for their Tahoe Shares shall Company Shares, or in circumstances where Section 1.4(a) (i) or (ii) is applicable, be deemed to have participated in the Arrangement, as of the Effective Time, Transaction on the same basis as a non-non dissenting holder of Tahoe Company Shares and shall be entitled to receive only Amalco Redeemable Shares on the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held basis determined in accordance with Section 3.2, 1.2(5); but in no case shall Pan American or Tahoe the Company, Amalco or any other person Person be required to recognize any holder such Dissenting Shareholders as holders of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Amalco Redeemable Shares after the time that is immediately prior to the Effective TimeClosing Date, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the register maintained by or on behalf registers of Tahoe in respect of the Tahoe Shares as holders of Tahoe Company Shares or Amalco Redeemable Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the ArrangementClosing Date.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares Registered DVI Shareholders may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held from the DVI Amalgamation Resolution pursuant to and in the manner set forth in Section 237 to 247 under Division 2 of Part 8 of the BCBCA, as modified by this Section 5.1, the Interim Order provided that holders who exercise such rights of dissent and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who: (a) are ultimately entitled to be paid fair value for their Tahoe DVI Shares, which fair value shall be the fair value of such shares immediately before as at the approval close of business on the day prior to the DVI Meeting, or the date of the Arrangement unanimous written consent resolution of the DVI Shareholders approving the DVI Amalgamation Resolution, as applicable, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeDVI; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe DVI Shares shall be deemed to have participated in the ArrangementAmalgamation, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe DVI Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(fparagraph 1.2(f)(i) hereof that such holder would have received pursuant to the Arrangement Amalgamation if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, ; but in no case shall Pan American Fortify, Fortify Subco or Tahoe DVI or any other person Person be required to recognize any holder holders of Tahoe DVI Shares who exercises exercise Dissent Rights as a holder holders of Tahoe DVI Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe DVI Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by of DVI Shareholders at the Effective Time. In no circumstances shall Fortify, Fortify Subco, DVI or on behalf any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of Tahoe DVI Shares in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of which such Tahoe Shares and shall be deemed Dissent Rights are sought to be the legal owner of exercised and such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Person exercises Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, all and (b) in addition to any other restrictions in Section 238 not less than all of the BCBCA, no person who has voted Tahoe their DVI Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour . A registered holder of the Arrangement Resolution shall be DVI Shares is not entitled to exercise Dissent Rights with respect to DVI Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the ArrangementDVI Amalgamation Resolution.

Dissent Rights. Pursuant to the Interim Order, Each registered holders holder of Tahoe Company Shares may exercise dissent rights of dissent with respect to any Company Shares held by such holder (the “Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to Division 2 of Part 8 of the BCBCA and in the manner set forth in Section 237 Sections 242 to 247 of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Orderthis Section 3.1, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, that the written notice of dissent objection to the Arrangement Resolution referred to in subsection 242(1contemplated by Section 242(1)(a) of the BCBCA must be received by Tahoe the Company not later than 5:00 p.m. two (Vancouver time2) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Company Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Dissenting Holder that duly exercises such holder’s Dissent Rights shall be deemed to have transferred the Company Shares held by such holder and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Company Shares, as set out in this Section 3.1), as provided further that Dissenting Shareholders whoin Section 2.4(a) and if they: (a) ultimately are ultimately entitled to be paid fair value for their Tahoe such Company Shares, which fair value : (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.4(a)); (ii) will be entitled to be paid the fair value of such shares immediately before Company Shares by the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by TahoePurchaser, which fair value shall be determined in accordance with the procedures applicable value, notwithstanding anything to the payout value set out contrary contained in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and Section 245 of the BCBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holder not exercised their Dissent Rights in lieu respect of Tahoesuch Company Shares; andor (b) ultimately are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares such Company Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Shares Company Shareholder that is not a Dissenting Holder and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f2.4(f)(ii) hereof that such holder Dissenting Holder would have received pursuant to the Arrangement if such holder Dissenting Holder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares (a) Company Shareholders may exercise rights of dissent (“Dissent Rights”) Rights with respect to all Tahoe the Company Shares held by such holders in connection with the Arrangement pursuant to and in the manner set forth in Section 237 to 247 190 of the BCBCA, CBCA as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 4.1; provided that, notwithstanding subsection 242(1Section 190(5) of the BCBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1Section 190(5) of the BCBCA CBCA must be received by Tahoe the Company not later than 5:00 p.m. pm (Vancouver time) on the Business Day that is two Business Days before prior to the date of the Tahoe Company Shareholder Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned and provided further that Dissenting Shareholders who:from time to time. (ab) If the Arrangement is concluded, the holders of Dissenting Shares shall be deemed to have transferred their Dissenting Shares to the Company, free and clear of all Security Interests, as provided in Section 3.2(e), and if they are (i) ultimately determined to be entitled to be paid the fair value for of their Tahoe Dissenting Shares, which fair value shall will be entitled to receive the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by Tahoe, Dissenting Shares (which fair value shall be determined in accordance with take into account the procedures applicable to purchase price adjustment provisions of Section 5.2 hereof and the payout value set out in sections 244 and 245 indemnification obligations of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply Company Shareholders pursuant to the Court, all as contemplated under sections 244 and 245 Article VI of the BCBCAArrangement Agreement) and will not be entitled to any other payment or consideration, in lieu of Tahoeincluding any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights; and or (bii) are ultimately determined not to be entitled, for any reason, to be paid the fair value for of their Tahoe Shares shall Dissenting Shares, will be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Shares the Company Shareholders who did not exercise Dissent Rights and shall will be entitled to receive only in respect of their Dissenting Shares consideration equal to the aggregate consideration contemplated in Section 3.1(f) hereof that such holder they would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights 3.2(e). (and have not withdrawn such exercise of Dissent Rights prior to the Effective Timec) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in In addition to any other restrictions in under Section 238 190 of the BCBCACBCA, no person Company Shareholders who has voted Tahoe Shares, vote or have instructed a proxyholder to vote such persons Tahoe Shares, their Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares) shall not be entitled to exercise Dissent Rights with respect to the ArrangementRights.

Dissent Rights. (a) Pursuant to the Interim Order, each registered holders Novamind Shareholder as of Tahoe Shares the record date for the Novamind Meeting may exercise rights of dissent with respect to all Novamind Shares held by such holder as a registered holder thereof as of such date in connection with the Arrangement (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 190 of the BCBCA, CBCA as modified by this Section 5.1, Article 4 as the same may be modified by the Interim Order and or the Final Order, Order in connection with respect of the Arrangement; , provided that, notwithstanding subsection 242(1) of the BCBCA, that the written objection to the Arrangement Resolution referred to in subsection 242(1) Resolutions contemplated by Section 242 of the BCBCA CBCA must be sent to and received by Tahoe Novamind not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date Novamind Meeting. Novamind Shareholders who duly exercise such rights of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned dissent and provided further that Dissenting Shareholders who: (ai) are ultimately determined to be entitled to be paid fair value for their Tahoe Shares, which fair value shall be the fair value of such shares immediately before the approval from Novamind in accordance with in Part XV of the Arrangement ResolutionCBCA for the Dissenting Shares in respect of which they have exercised Dissent Rights, shall notwithstanding anything to the contrary contained in Part XV of the CBCA, will be entitled to be paid an amount equal to such fair value by TahoeNovamind, which fair value shall and will not be determined in accordance with the procedures applicable entitled to the payout value set out in sections 244 and 245 any other payment or consideration including any payment that would be payable under this Plan of the BCBCA except that Pan American may enter into the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoetheir Novamind Shares; andor (bii) are ultimately determined to be not entitled, for any reason, to be paid fair value for their Tahoe Shares shall the Dissenting Shares, will be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Shares an Novamind Shareholder who has not exercised Dissent Rights and shall be entitled to receive only the consideration contemplated set forth in Section 3.1(f3.1(d) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in ; (b) In no case shall Pan American or Tahoe will Novamind, Numinus or any other person be required to recognize any holder of Tahoe Novamind Shares who exercises Dissent Rights as a holder of Tahoe Novamind Shares after the time that is immediately prior to completion of the Effective Timesteps set forth in Section 3.1(a), and the names of all each such holders of Tahoe Shares Novamind Shareholder who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Timecompletion of the steps set forth in Section 3.1(a) shall will cease to be deleted from entitled to the register maintained by or on behalf rights of Tahoe an Novamind Shareholder in respect of the Tahoe Novamind Shares as holders in relation to which such Novamind Shareholder has exercised Dissent Rights and the shareholder register of Tahoe Shares at Novamind will be amended to reflect that such former holder is no longer the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Novamind Shares as and shall be deemed to be from the legal owner completion of such Tahoe Shares. For greater certainty, the steps in Section 3.1(a). (ac) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in In addition to any other restrictions set forth in Section 238 the CBCA, none of the BCBCA, no person following shall be entitled to exercise Dissent Rights: (i) Novamind Optionholders; (ii) Novamind RSU Holders; (iii) Novamind Warrantholders; (iv) Novamind Shareholders who has voted Tahoe Sharesvote, or instructed instruct a proxyholder to vote such persons Tahoe Sharesvote, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the ArrangementResolutions; and (v) beneficial holders of Novamind Shares.

Dissent Rights. Pursuant to the Interim Order, (a) Each registered holders of Tahoe Shares Shareholder may exercise rights of dissent (“"Dissent Rights”") with respect to all Tahoe Common Shares held by such Shareholder pursuant to and in the manner set forth in Section Sections 237 to 247 of the BCBCABCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 4.1(a); provided that, notwithstanding subsection 242(1242(a) of the BCBCABCA, the written objection to the Arrangement Resolution referred to in subsection 242(1242(a) of the BCBCA BCA must be received by Tahoe Company not later than 5:00 4:00 p.m. (Vancouver time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Special Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned and provided further that from time to time). Dissenting Shareholders who: (ai) are ultimately entitled to be paid by Acquiror Sub fair value for their Tahoe Shares, which fair value Dissent Shares shall be the fair value deemed to have transferred such Dissent Shares (free and clear of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal any Liens) to such fair value by Tahoe, which fair value shall be determined Acquiror Sub in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeSection 3.1(a); and (bii) are ultimately not entitled, for any reason, to be paid by Acquiror Sub fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Common Shares on the same basis as a non-dissenting holder of Tahoe Shares Shareholder and shall be entitled to receive only the consideration contemplated Cash Consideration, the Share Consideration or the Mixed Consideration, as so determined by the Acquiror, that such non-dissenting Shareholders are entitled to receive, on the basis set forth in Section 3.1(f3.1(b). (b) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent RightsIn no event shall Acquiror Sub, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American Acquiror or Tahoe Company or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights a Dissenting Shareholder as a holder registered or beneficial owner of Tahoe Common Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares Company as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Time. (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCAInterim Order, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to Common Shares in respect of which a person has voted or has instructed a proxyholder to vote in favour of the ArrangementArrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, Each registered holders of Tahoe Shares Xxxxxxxx Shareholder may exercise dissent rights of dissent (“Dissent Rights”) with respect to all Tahoe Xxxxxxxx Shares held by such Xxxxxxxx Shareholder in connection with the Arrangement pursuant to and in the manner set forth in Section 237 to 247 section 185 of the BCBCAOBCA, as modified by this Section 5.1, the Interim Order and the Final Orderthis Section 4.1; provided, in connection with the Arrangement; provided thathowever, notwithstanding subsection 242(1) of the BCBCA, that the written notice setting forth the objection of such registered Xxxxxxxx Shareholder to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe Xxxxxxxx not later than 5:00 4:00 p.m. (Vancouver time) on the Business Day day that is two Business Days before immediately preceding the date of the Tahoe Xxxxxxxx Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned and provided further that from time to time). Dissenting Shareholders whowho duly exercise their Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Xxxxxxxx Shares held by them and in respect of which Dissent Rights have been validly exercised, to Xxxxxxxx, free and clear of all Liens, as provided in Section 3.1(a) and if they: (a) are ultimately entitled to be paid fair value for their Tahoe Shares, which fair value Xxxxxxxx Shares from Xxxxxxxx: (i) shall be deemed not to have participated in the transactions in respect of such Xxxxxxxx Shares in Article 3 (other than Section 3.1(a)); (ii) shall be entitled to be paid the fair value of such shares immediately before Xxxxxxxx Shares by Xxxxxxxx (with Xxxxxxxx funds and not funds directly or indirectly provided by Agnico or any Affiliate of Agnico), which fair value, notwithstanding anything to the approval contrary contained in Part XIV of the Arrangement ResolutionOBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted; and (iii) shall not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered holders who exercise Arrangement if such Dissenting Shareholders had not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Xxxxxxxx Shares; andor (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares Xxxxxxxx Shares, such Dissenting Shareholders shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis terms as a non-dissenting non‐dissenting holder of Tahoe Xxxxxxxx Shares and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f3.1(b) hereof that such holder Dissenting Shareholders would have received pursuant to the Arrangement if such holder Dissenting Shareholders had not exercised their Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Skye Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 under Division 2 of Part 8 of the BCBCA, as modified by this Section 5.1Article 4, the Interim Order and the Final Order, with respect to Skye Shares in connection with the Arrangement; , provided that, notwithstanding subsection 242(1) of the BCBCA, that the written objection to the Arrangement Resolution referred to in subsection 242(1) notice of dissent contemplated by Section 242 of the BCBCA must be received sent to Skye’s registered office by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is registered holders who wish to dissent at least two Business Days before the date of the Tahoe Skye Meeting or any date to which the Tahoe Skye Meeting may be postponed or adjourned and provided further that Dissenting Shareholders holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Tahoe Skye Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by TahoeHudBay, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American HudBay may enter into the agreement with registered holders who exercise such Dissent Rights or rights of dissent and apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeSkye; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Skye Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting registered holder of Tahoe Skye Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f3.01(c) hereof that such holder would have received pursuant to the Arrangement if such registered holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe HudBay, Skye or any other person be required to recognize any holder holders of Tahoe Skye Shares who exercises exercise Dissent Rights as a holder holders of Tahoe Skye Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Skye Shares at the Effective Time and Pan American HudBay shall be recorded as the registered holder of such Tahoe the Skye Shares so transferred and shall be deemed to be the legal owner of such Tahoe Skye Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Pacific Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 under Division 2 of Part 8 of the BCBCA, as modified by this Section 5.1Article 4, the Interim Order and the Final Order, with respect to Pacific Shares in connection with the Arrangement; , provided that, notwithstanding subsection 242(1) of the BCBCA, that the written objection to the Arrangement Resolution referred to in subsection 242(1) notice of dissent contemplated by Section 242 of the BCBCA must be received sent to Pacific’s registered office by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is registered holders who wish to dissent at least two Business Days before the date of the Tahoe Pacific Meeting or any date to which the Tahoe Pacific Meeting may be postponed or adjourned and provided further that Dissenting Shareholders holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Tahoe Pacific Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by TahoePacific, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoe; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Pacific Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting registered holder of Tahoe Pacific Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f3.01(c) hereof that such holder would have received pursuant to the Arrangement if such registered holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe Oceana, Pacific or any other person person, including the Depositary, be required to recognize any holder holders of Tahoe Pacific Shares who exercises exercise Dissent Rights as a holder holders of Tahoe Pacific Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Pacific Shares at the Effective Time and Pan American such Pacific Share shall be recorded as cancelled and the registered holder of such Tahoe Shares and appropriate entry shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights made in respect of such holderPacific’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangementcentral securities register.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares Registered Claude Shareholders (other than Acquiror and its affiliates) may exercise dissent rights of dissent with respect to Claude Shares held by such Dissenting Shareholders (“Dissent Rights”) ), in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 190 of the BCBCACBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 4.1; provided that, notwithstanding subsection 242(1Section 190(5) of the BCBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1Section 190(5) of the BCBCA CBCA must be received by Tahoe Claude not later than 5:00 p.m. (Vancouver time) on the one Business Day that is two Business Days before immediately preceding the date of the Tahoe Claude Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Claude Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to Acquiror, free and clear of all Liens, as provided further that in Section 3.1(b) and if such Dissenting Shareholders whoShareholder: (a) are is ultimately entitled to be paid fair value for their Tahoe its Claude Shares, which fair value such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(b)); (ii) will be entitled to be paid the fair value of such shares immediately before Claude Shares by Acquiror, which fair value, notwithstanding anything to the approval contrary contained in Part XV of the Arrangement ResolutionCBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered holders who exercise Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Claude Shares; andor (b) are ultimately is not entitled, for any reason, to be paid fair value for their Tahoe Shares such Claude Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting non‐dissenting holder of Tahoe Claude Shares and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f3.1(c) hereof that such holder Dissenting Shareholder would have received pursuant to the Arrangement if such holder Dissenting Shareholder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares JDS Silver Shareholders may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 under Division 2 of Part 8 of the BCBCA, as modified by this Section 5.1Article 5, the Interim Order and the Final Order, with respect to JDS Silver Shares in connection with the Arrangement; , provided that, notwithstanding subsection 242(1) that the Notice of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) Dissent contemplated by section 242 of the BCBCA must be received by Tahoe not later than 5:00 p.m. JDS Silver, c/o Blake, Xxxxxxx & Xxxxxxx LLP, Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, BC V7X lL3, Attention: Xxxx Xxxxx, by 10 am (Vancouver time) on the Business Day date that is at least two Business Days before business days prior to the date of the Tahoe JDS Silver Meeting or any date to which the Tahoe JDS Silver Meeting may be postponed or adjourned and provided further that Dissenting Shareholders holders who duly exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Tahoe JDS Silver Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by TahoeJDS Silver, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American Purchaser or Guarantor may enter into the agreement with registered holders who exercise such Dissent Rights or and apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeJDS Silver; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares JDS Silver Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting registered holder of Tahoe JDS Silver Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) section 3.1 hereof that such holder would have received pursuant to the Arrangement if such registered holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe Purchaser, Guarantor, JDS Silver or any other person be required to recognize any holder holders of Tahoe JDS Silver Shares who exercises exercise Dissent Rights as a holder holders of Tahoe JDS Silver Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe JDS Silver Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe SharesTime. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in In addition to any other restrictions in Section under section 238 of the BCBCA, no person holders of JDS Silver Shares who has voted Tahoe Shares, vote or have instructed a proxyholder to vote such persons Tahoe Shares, JDS Silver Shares in favour of the Arrangement Resolution of the following shall be entitled to exercise Dissent Rights with respect to the ArrangementRights.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders XS Shareholder as of Tahoe Shares the record date of the XS Meeting may exercise rights of dissent (“Dissent Rights”) Rights with respect to all Tahoe (but not less than all) of the XS Shares held by such XS Shareholder pursuant to and in the manner set forth in Section sections 237 to 247 of the BCBCA, as modified by this Section 5.1the Interim Order, the Interim Final Order and the Final Order, in connection with the Arrangementthis Article 3; provided that, notwithstanding subsection 242(1section 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1section 242(1)(a) of the BCBCA must be received by Tahoe XS not later than 5:00 4:00 p.m. (Vancouver time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned XS Meeting. XS Shareholders who duly and provided further that Dissenting Shareholders properly exercise Dissent Rights and who: (ai) are ultimately entitled to be paid by Purchaser fair value for their Tahoe Shares, which fair value Dissent Shares (1) shall be deemed to not to have participated in the transactions in Article 2 (other than Section 2.3(d)); (2) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Encumbrances) to Purchaser in accordance with Section 2.3(d); (3) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by Purchaser, which fair value, notwithstanding anything to the approval of contrary contained in the Arrangement ResolutionBCBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the XS Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch XS Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by Purchaser fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those XS Shares on the same basis as a non-dissenting holder of Tahoe an XS Shareholder who has not exercised Dissent Rights and transferred the XS Shares held by such XS Shareholder to Purchaser as set out in Section 2.3(e); and shall be entitled to receive only the consideration contemplated in Section 3.1(fpayable for the XS Shares held by such XS Shareholder pursuant to section 2.3(e) hereof that such holder XS Shareholder would have received pursuant to the Arrangement if such holder XS Shareholder had not exercised Dissent Rights. (b) In no circumstances shall any Party, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2Depositary, but in no case shall Pan American or Tahoe the Transfer Agent or any other person Person be required to recognize any a Dissenting Shareholder unless such Person (i) is the registered holder of Tahoe those XS Shares who exercises in respect of which such rights are sought to be exercised, and (ii) has strictly complied with the procedures for exercising Dissent Rights as a holder of Tahoe Shares after the time that is immediately and does not withdraw such dissent prior to the Effective Time. (c) In no event shall any Party, and the names Depositary, the Transfer Agent or any other Person be required to recognize a Dissenting Shareholder as a registered or beneficial holder of all such holders of Tahoe XS Shares who exercise Dissent Rights or as having any interest therein (and have not withdrawn such exercise of Dissent Rights prior to other than the rights set out in this Section 3.1) at or after the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares , and at the Effective Time and Pan American the names of such Dissenting Shareholders shall be recorded removed from the central securities registers of XS as at the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Effective Time. (d) For greater certainty, (ai) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs Person shall be entitled to Dissent Rights in respect of such holderPerson’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, XS Options or Tahoe SARs, as applicable, XS Warrants; and (bii) in addition to any other restrictions in Section 238 of the BCBCAInterim Order, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution Person shall be entitled to exercise Dissent Rights with respect to XS Shares in respect of which a Person has voted or has instructed a proxyholder to vote such XS Shares in favour of the ArrangementArrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, Each registered holders holder of Tahoe Company Shares may exercise dissent rights of dissent with respect to any Company Shares held by such holder (the “Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 185 of the BCBCAOBCA, as modified by this Section 5.1, the Interim Order and the Final Orderthis Section 3.1, in connection with the Arrangement; provided that, notwithstanding subsection 242(1185(6) of the BCBCAOBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1185(6) of the BCBCA OBCA must be received by Tahoe the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Company Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Dissenting Holder that duly exercises such holder’s Dissent Rights shall be deemed to have transferred the Company Shares held by such holder and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Company Shares, as set out in this Section 3.1), as provided further that Dissenting Shareholders whoin Section 2.3(a) and if they: (a) ultimately are ultimately entitled to be paid fair value for their Tahoe such Company Shares, which fair value : (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(a)); (ii) will be entitled to be paid the fair value of such shares immediately before Company Shares by the approval Purchaser, which fair value, notwithstanding anything to the contrary contained in Part XIV of the Arrangement ResolutionOBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the Business Day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered holders who exercise Arrangement had such holder not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Company Shares; andor (b) ultimately are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares such Company Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Shares Company Shareholder that is not a Dissenting Holder and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f2.3(i) hereof that such holder Dissenting Holder would have received pursuant to the Arrangement if such holder Dissenting Holder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. (a) Pursuant to the Interim Order, registered holders of Tahoe Shares Shareholders may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Rights under Section 237 to 247 190 of the BCBCACBCA, as modified by this Section 5.1Article 5 , the Interim Order and the Final Order, with respect to Shares in connection with the Arrangement; , provided that, notwithstanding subsection 242(1Section 190(5) of the BCBCACBCA, the written notice setting forth the objection of such registered Shareholders to the Arrangement Resolution referred to in subsection 242(1) and exercise of the BCBCA Dissent Rights must be received by Tahoe the Corporation not later than 5:00 p.m. (Vancouver Toronto time) on the Business Day that is two (2) Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Dissenting registered Shareholders whowho exercise such Dissent Rights: (ai) are ultimately entitled to be paid fair value by the Purchaser for their Tahoe Shares, which fair value : (A) shall be deemed not to have participated in the transactions set forth in Article 3 (other than Section 3.1(h)); (B) shall be deemed to have transferred and assigned such Shares in respect of which such Dissent Rights have been exercised (free and clear of any Liens) to the Purchaser in accordance with Section 3.1(h); (C) shall be entitled to be paid the fair value of such shares immediately before Shares by the approval of Purchaser, less any applicable Tax, which fair value, notwithstanding anything to the Arrangement Resolutioncontrary set forth in the CBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the Business Day before the Arrangement Resolution was adopted; and (D) shall not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered holders who exercise Arrangement had such holder not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Shares; andor (bii) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Tahoe Shares Shareholder and shall be entitled to receive receive, and shall receive, only the consideration contemplated in Section 3.1(f3.1(i) hereof that such holder would have received pursuant to the Arrangement if such holder Dissenting Shareholder had not exercised Dissent Rights; and (b) In no circumstances shall the Corporation, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe Purchaser or any other person Person be required to recognize any a Person exercising Dissent Rights unless such Person is a registered holder of Tahoe those Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of which such Tahoe Shares and shall be deemed rights are sought to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangementexercised.

Dissent Rights. Pursuant (a) Notwithstanding any provision of this Agreement to the Interim Ordercontrary and to the extent available under the BCBCA, registered holders any Company Common Shares that are outstanding immediately prior to the Company Amalgamation Effective Time and that are held by Company Shareholders who have not voted in favor of Tahoe Shares may the Arrangement nor consented thereto in writing and who have given a notice of election to dissent pursuant to Section 242 of the BCBCA and otherwise complied with all of the provisions of the BCBCA relevant to the exercise and perfection of dissenters’ rights of dissent (“Dissent Rights”) with respect to all Tahoe such Company Common Shares held (the “Dissenting Shares”) shall not be exchanged for, and any such Company Shareholder shall have no right to receive, any Arrangement Consideration pursuant to the Arrangement, and in the manner set forth in Section 237 any holder of Dissenting Shares shall cease to 247 have any of the BCBCA, rights as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) a shareholder of the BCBCA, Company save for the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who: (a) are ultimately entitled right to be paid fair value for their Tahoe Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined holder’s Dissenting Shares in accordance with the procedures applicable Plan of Arrangement. Any Company Shareholder who prior to the payout value set out in sections 244 and Company Amalgamation Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to payment for their Company Common Shares pursuant to Section 245 of the BCBCA except that Pan American may enter into shall be treated in the agreement with registered holders same manner as a Company Shareholder who exercise such Dissent Rights or apply did not give a notice of election to dissent pursuant to Section 242 of the BCBCA. (b) Prior to the CourtCompany Amalgamation Effective Time, all the Company shall give SPAC prompt written notice of any notice of objection to the Company Arrangement Resolution pursuant to Section 242 of the BCBCA received by the Company. Subject to the requirements of Sections 237 to 247 of the BCBCA (as contemplated under sections 244 and the same may be amended by the Interim Order or the Plan of Arrangement), the Company shall not, except with the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any Dissenting Shares or offer to settle or settle any demand made pursuant to Section 245 of the BCBCA, in lieu of Tahoe; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Shares Registered Thundermin Shareholders may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held from the Amalgamation Resolution pursuant to and in the manner set forth in Section 237 to 247 under section 185 of the BCBCAOBCA, as modified by this Section 5.1, the Interim Order provided that holders who exercise such rights of dissent and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who: (a) are ultimately entitled to be paid fair value for their Tahoe Thundermin Shares, which fair value shall be the fair value of such shares immediately before as at the approval close of business on the Arrangement Resolutionday prior to the Thundermin Meeting, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeAmalco; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Thundermin Shares shall be deemed to have participated in the ArrangementAmalgamation, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Thundermin Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(fParagraph 2.1(f)(i) hereof that such holder would have received pursuant to the Arrangement Amalgamation if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, ; but in no case shall Pan American Rambler, Subco or Tahoe Thundermin or any other person be required to recognize any holder holders of Tahoe Thundermin Shares who exercises exercise Dissent Rights as a holder holders of Tahoe Thundermin Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Thundermin Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by of Thundermin Shareholders at the Effective Time. In no circumstances shall Rambler, Subco, Thundermin or on behalf any other person be required to recognize a person exercising Dissent Rights unless such person is a registered holder of Tahoe Thundermin Shares in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall which such Dissent Rights are sought to be recorded as the exercised. A registered holder of such Tahoe Thundermin Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be is not entitled to exercise Dissent Rights with respect to Thundermin Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the ArrangementAmalgamation Resolution.

Dissent Rights. (a) Pursuant to the Interim Order, registered holders of Tahoe Shares CRH Shareholders may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to under Section 238 of the BCBCA and in the manner set forth in Section sections 237 to 247 of the BCBCA, as modified by this Section 5.1Article 4, the Interim Order and the Final Order, with respect to CRH Shares in connection with the Arrangement; , provided that, that notwithstanding subsection 242(1) Section 242 of the BCBCA, the written notice setting forth the objection of such registered CRH Shareholders to the Arrangement Resolution referred to in subsection 242(1) and exercise of the BCBCA Dissent Rights must be received by Tahoe CRH not later than 5:00 p.m. (Vancouver time) on the Business Day that is two (2) Business Days before the date of the Tahoe CRH Meeting or any date to which the Tahoe CRH Meeting may be postponed or adjourned and provided further that Dissenting registered CRH Shareholders who exercise such Dissent Rights and who: (ai) are ultimately entitled to be paid fair value by CRH for their Tahoe CRH Shares, less any applicable withholding tax, the amount to which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall dissenting CRH Shareholder is entitled to be paid an amount equal to such fair value by Tahoe, for their CRH Shares in respect of which fair value shall be determined Dissent Rights are validly exercised in accordance with the procedures applicable to the payout value set out in sections 244 and Section 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise and will be deemed to have irrevocably transferred such Dissent Rights or apply CRH Shares to the Court, all as contemplated under sections 244 and 245 Amalco in consideration of the BCBCA, in lieu of Tahoesuch value; and (bii) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe CRH Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe CRH Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) 3.1 hereof that such holder would have received pursuant to the Arrangement if such holder CRH Shareholder had not exercised Dissent Rights; (b) In no circumstances shall CRH, and had made the Share Election for all Tahoe Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of those CRH Shares held in accordance with Section 3.2respect of which such rights are sought to be exercised; and (c) For greater certainty, but in no case shall Pan American or Tahoe CRH, the Purchaser or any other person Person be required to recognize any holder Dissenting Shareholders as holders of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe CRH Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the register maintained by or on behalf of Tahoe in respect CRH Shares as of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe SharesTime. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAsCRH Shareholders who vote, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or have instructed a proxyholder to vote such persons Tahoe Sharesvote, in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights with respect Rights; and (d) In addition to any other restrictions set forth in the ArrangementBCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) CRH Optionholders; (ii) CRH RSU Holders; and (iii) holders of CRH Shares who vote or have instructed a proxyholder to vote such CRH Shares in favour of the Arrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, registered (1) Registered holders of Tahoe Frankly Shares may exercise rights of dissent (the “Dissent Rights”) in connection with respect to all Tahoe Shares held the Frankly Arrangement pursuant to the Interim Order and in the manner set forth in Section sections 237 to 247 of the BCBCA, as modified by this Section 5.1BCBCA (collectively, the Interim Order and the Final Order“Dissent Procedures”), in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, that the written notice setting forth the objection of such registered Frankly Shareholder to the Frankly Arrangement Resolution referred to in subsection 242(1) contemplated by Section 242 of the BCBCA must be received by Tahoe Frankly not later than 5:00 4:30 p.m. (Vancouver time) on the Business Day that is two (2) Business Days before the date of the Tahoe Meeting or any date Frankly Meeting. (2) Frankly Shareholders who duly and validly exercise Dissent Rights with respect to which the Tahoe Meeting may be postponed or adjourned their Frankly Shares (“Dissenting Shares”) and provided further that Dissenting Shareholders who: (a) are ultimately entitled to be paid fair value for their Tahoe Shares, which fair value shall Dissenting Shares will be the fair value of such shares immediately before the approval of the Arrangement Resolution, deemed to have transferred their Dissenting Shares to Frankly under Section 3.1(1)(a) and shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set Frankly out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoeits separate assets; andor (b) for any reason are ultimately not entitled, for any reason, entitled to be paid fair value for their Tahoe Shares shall Dissenting Shares, will be deemed to have participated in the Arrangement, as of the Effective Time, Frankly Arrangement on the same basis as a non-dissenting holder of Tahoe Frankly Shareholder and will receive Torque Shares and shall be entitled to receive only on the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, same basis as every other non-dissenting Frankly Shareholder; but in no case shall Pan American will Frankly or Tahoe or any other person Torque be required to recognize any holder of Tahoe such persons as holding Frankly Shares who exercises Dissent Rights as a holder of Tahoe Shares on or after the time that is immediately prior Effective Date. For greater certainty, in no case shall Frankly, Torque or any other Person be required to recognize Dissenting Shareholders as Frankly Shareholders after the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect holders of Frankly Shares as of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, Time. (a3) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in In addition to any other restrictions set forth in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour none of the Arrangement Resolution following shall be entitled to exercise Dissent Rights with respect Rights: (a) Frankly Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the ArrangementFrankly Resolution; (b) Frankly Optionholders; and (c) Frankly RSUholders.

Dissent Rights. Pursuant to the Interim Order, 3.1 Each registered holders of Tahoe Shares ENF Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the ENF Shares held by such registered ENF Shareholder in connection with the Arrangement pursuant to and in the manner set forth in Section 237 to 247 section 191 of the BCBCAABCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe not later than 5:00 p.m. this Article 3 (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that “Dissent Rights”). Dissenting Shareholders whowho duly exercise their Dissent Rights shall be deemed to have transferred the ENF Shares held by them and in respect of which Dissent Rights have been validly exercised to Enbridge free and clear of all liens, claims and encumbrances, as provided in Subsection 2.2(b) and if they: (a) are ultimately entitled to be paid fair value for their Tahoe SharesENF Shares shall: (i) be deemed not to have participated in the transactions in Section 2.2 hereof, which fair value shall other than the transaction in Subsection 2.2(b); (ii) be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall entitled to be paid an amount equal to such fair value by TahoeEnbridge; and (iii) not be entitled to any other payment or consideration, which fair value shall including any payment that would be determined in accordance with payable under the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise Arrangement had such Dissenting Shareholders not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch ENF Shares; andor (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe ENF Shares shall shall: (i) be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe ENF Shares who is not an ENF Electing Shareholder; and shall (ii) be entitled to receive only the consideration contemplated in Section 3.1(fSubsection 2.2(d) hereof and Subsection 2.2(e) that such holder ENF Shareholders would have received pursuant to the Arrangement if such holder ENF Shareholders had not exercised Dissent RightsRights and were not ENF Electing Shareholders, and had made and, notwithstanding the Share Election for all Tahoe Shares held in accordance with Section 3.2provisions of section 191 of the ABCA, but in no case event shall Pan American or Tahoe Enbridge, ENF or any other person Person be required to recognize recognize: (i) any holder of Tahoe Shares Person who exercises Dissent Rights as a unless such Person is the registered holder of Tahoe those ENF Shares in respect of which such rights are sought to be exercised; or (ii) Dissenting Shareholders as holders of ENF Shares in respect of which Dissent Rights have been validly exercised after the time that is immediately prior to completion of the Effective Timetransfer under Subsection 2.2(b), and the names of all such Dissenting Shareholders shall be removed from the registers of holders of Tahoe the ENF Shares who exercise in respect of which Dissent Rights (and have not withdrawn such exercise been validly exercised at the same time as the event described in Subsection 2.2(b) occurs. 3.2 The fair value of Dissent Rights prior to the Effective TimeENF Shares for the purposes of Subsection 3.1(a) shall be deleted from the register maintained by or on behalf of Tahoe in respect determined as of the Tahoe Shares as holders close of Tahoe Shares at business on the Effective Time and Pan American shall be recorded as last Business Day before the registered holder of such Tahoe Shares and shall be deemed to be day on which the legal owner of such Tahoe Shares. Arrangement Resolution is approved by the ENF Shareholders. 3.3 For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 section 191 of the BCBCAABCA, no person any Person who has voted Tahoe Shares, or instructed (including by way of instructing a proxyholder proxy holder to vote such persons Tahoe Shares, vote) their ENF Shares in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights with (but only in respect of such ENF Shares). In addition, a Dissenting Shareholder may only exercise Dissent Rights in respect of all, and not less than all, of its ENF Shares or on behalf of any one beneficial owner and registered in the name of the Dissenting Shareholder. 3.4 Notwithstanding subsection 191(5) of the ABCA, the written objection to the ArrangementArrangement Resolution referred to in subsection 191(5) of the ABCA must be received in accordance with the Interim Order by ENF no later than 4:00 p.m. (Calgary time) on the second Business Day immediately preceding the day of the ENF Meeting.

Dissent Rights. Pursuant to Registered Company Shareholders (other than the Interim Order, registered holders of Tahoe Shares Purchaser and its affiliates) may exercise dissent rights of dissent with respect to Company Shares held by such Dissenting Shareholders (“Dissent Rights”) in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement4.1; provided that, notwithstanding subsection 242(1) of the BCBCA, that the written notice setting forth the objection of such registered Company Shareholder to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe the Company at its registered office not later than 5:00 p.m. (Vancouver time) on the Business Day day that is two Business Days before immediately preceding the date of the Tahoe Company Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Company Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to the Purchaser, free and clear of all Liens, as provided further that in Section 3.1(a) and if such Dissenting Shareholders whoShareholder: (a) are is ultimately entitled to be paid fair value for their Tahoe its Company Shares, which fair value such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) will be entitled to be paid the fair value of such shares immediately before Company Shares by the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by TahoePurchaser, which fair value shall be determined in accordance with the procedures applicable value, notwithstanding anything to the payout value set out contrary contained in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and section 245 of the BCBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in lieu respect of Tahoesuch Company Shares; andor (b) are ultimately is not entitled, for any reason, to be paid fair value for their Tahoe Shares such Company Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting non‐dissenting holder of Tahoe Company Shares and shall be entitled to receive only the consideration Consideration contemplated in by Section 3.1(f3.1(b) hereof that such holder Dissenting Shareholder would have received pursuant to the Arrangement if such holder Dissenting Shareholder had not exercised its Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant (i) Notwithstanding anything in this Agreement to the Interim Ordercontrary, registered holders of Tahoe Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) extent required by the OGCL, shares of the BCBCA must be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day Company Common Stock that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned are issued and provided further that Dissenting Shareholders who: (a) are ultimately entitled to be paid fair value for their Tahoe Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoe; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is outstanding immediately prior to the Effective TimeTime and that are held by any shareholder who was a record holder of the Company Common Stock as to which such shareholder seeks relief as of the date fixed for determination of shareholders entitled to notice of the Company Shareholders Meeting, and who files with the names Company within 10 days after such vote at the Company Shareholders Meeting a written demand to be paid the fair cash value for such shares of all such holders of Tahoe Shares who exercise Dissent Rights (and Company Common Stock that have not withdrawn been voted in favor of the proposal to adopt this Agreement at the Company Shareholders Meeting in accordance with Sections 1701.84 and 1701.85 of the OGCL (“Dissenting Shares”) will not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), unless and until such exercise shareholder fails to demand payment properly or otherwise waives, withdraws or loses such shareholder’s rights as a dissenting shareholder, if any, under the OGCL. If any such shareholder fails to perfect or otherwise waives, withdraws or loses any such rights as a dissenting shareholder, that shareholder’s Company Common Stock shall thereupon be deemed to have been converted as of Dissent Rights prior to the Effective Time) shall be deleted from Time into only the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares right to receive at the Effective Time the Merger Consideration, without interest. From and Pan American shall be recorded after the Effective Time, each shareholder who has asserted rights as a dissenting shareholder as provided in Sections 1701.84 and 1701.85 of the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs OGCL shall be entitled only to Dissent Rights in respect such rights as are granted under those Sections of the OGCL. (ii) The Company shall promptly notify Parent of each shareholder who asserts rights as a dissenting shareholder within three business days of receipt of such holdershareholder’s Tahoe Optionswritten demand delivered as provided in Section 1701.85(A)(2) of the OGCL. Prior to the Effective Time the Company shall not, Tahoe DSAsexcept with the prior written consent of Parent, Tahoe PSAswhich shall not be unreasonably withheld, Tahoe RSAsconditioned or delayed, make any payment with respect to, or Tahoe SARssettle or offer to settle, as applicable, and (b) in addition to any other restrictions in rights of a dissenting shareholder asserted under Section 238 1701.85 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the ArrangementOGCL.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares TransGlobe Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the TransGlobe Shares held by such TransGlobe Shareholder pursuant to and in the manner set forth in Section 237 to 247 191 of the BCBCAABCA, as modified by the Interim Order, the Final Order and this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangement4.1(a); provided that, notwithstanding subsection 242(1Section 191(5) of the BCBCAABCA, the written objection to the Arrangement Resolution referred to in subsection 242(1Section 191(5) of the BCBCA ABCA must be received by Tahoe TransGlobe not later than 5:00 4:00 p.m. (Vancouver Calgary time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that TransGlobe Meeting. Dissenting Shareholders whowho are: (ai) are ultimately entitled to be paid by VAALCO the fair value for their Tahoe Shares, which fair value Dissent Shares (A) shall be deemed to not to have participated in the transactions in Article 3 (other than Section 3.1(e)); (B) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to AcquireCo in accordance with Section 3.1(e); (C) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by AcquireCo, which fair value, notwithstanding anything to the approval of contrary contained in the Arrangement ResolutionABCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the TransGlobe Meeting; and (D) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch TransGlobe Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by VAALCO the fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those TransGlobe Shares on the same basis as a non-dissenting holder of Tahoe Shares TransGlobe Shareholder and shall be entitled to receive only the consideration contemplated Consideration from VAALCO in Section 3.1(fthe same manner as such non-Dissenting Shareholders. (b) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in In no case event shall Pan American VAALCO or Tahoe TransGlobe or any other person Person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights a Dissenting Shareholder as a holder registered or beneficial owner of Tahoe TransGlobe Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and as at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. TransGlobe. (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in the Interim Order and under Section 238 191 of the BCBCAABCA, no person none of the following shall be entitled to exercise Dissent Rights: (i) TransGlobe Shareholders who has voted Tahoe Shares, vote or have instructed a proxyholder to vote such persons Tahoe Shares, TransGlobe Shares in favour of the Arrangement Resolution shall be entitled to (but only in respect of such TransGlobe Shares), (ii) the TransGlobe Equity Award Holders, and (iii) any other Person who is not a registered holder of TransGlobe Shares as of the record date for the TransGlobe Meeting. A Person may only exercise Dissent Rights with in respect to the Arrangementof all, and not less than all, of such Person’s TransGlobe Shares.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares Ample Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Ample Shares held by such Ample Shareholder pursuant to and in the manner set forth in Section 237 to 247 section 185 of the BCBCAOBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 5.1; provided that, notwithstanding subsection 242(1185(6) of the BCBCAOBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1185(6) of the BCBCA OBCA must be received by Tahoe Ample not later than 5:00 p.m. (Vancouver Toronto time) on the Business Day that is two (2) Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Ample Meeting. Dissenting Shareholders who: (ai) are ultimately entitled to be paid fair value for their Tahoe Dissent Shares, which fair value : (1) shall be deemed to not to have participated in the transactions in ARTICLE 4 (other than Section 4.1(c)); (2) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of all Liens) to Purchaser in accordance with Section 4.1(c); (3) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by Purchaser, which fair value, notwithstanding anything to the approval of contrary contained in the Arrangement ResolutionOBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the Ample Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Ample Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by Purchaser fair value for their Tahoe Dissent Shares, shall not be reinstated as a holder of Ample Shares and shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Ample Shares on the same basis as a non-dissenting holder Dissenting Shareholder who did not deposit with the Depositary a duly completed and executed Letter of Tahoe Shares Transmittal and shall be entitled to receive only the consideration contemplated Consideration set forth in Section 3.1(f4.1(d), notwithstanding the provisions of section 185 of the OBCA. (b) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent RightsIn no event shall Purchaser, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2Akerna, but in no case shall Pan American or Tahoe Ample or any other person Person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights a Dissenting Shareholder as a holder registered or beneficial owner of Tahoe Ample Shares or any interest therein (other than the rights set out in this Section 5.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares Ample as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Time. (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 the Interim Order or in section 185 of the BCBCAOBCA, no person any Person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights dissent with respect to the Arrangement. In addition, a Dissenting Shareholder may only exercise Dissent Rights in respect of all, and not less than all, of its Ample Shares.

Dissent Rights. Pursuant to the Interim Order, Each registered holders of Tahoe Shares Alacer Shareholder may exercise dissent rights of dissent (“Dissent Rights”) with respect to all Tahoe Alacer Shares held by such Alacer Shareholder in connection with the Arrangement pursuant to and in the manner set forth in Section 237 to 247 section 193 of the BCBCAYBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 4.1; provided that, notwithstanding subsection 242(1) of the BCBCA, that the written notice setting forth the objection of such registered Alacer Shareholder to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe Alacer not later than 5:00 p.m. (Vancouver time) on the Business Day day that is two Business Days before immediately preceding the date of the Tahoe Alacer Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned and provided further that from time to time). Dissenting Shareholders whowho duly exercise their Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Alacer Shares held by them and in respect of which Dissent Rights have been validly exercised, to Alacer, free and clear of all Liens, as provided in Section 3.1(1) and if they: (a1) are ultimately entitled to be paid fair value for their Tahoe Alacer Shares, which fair value : (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(1)); (ii) will be entitled to be paid the fair value of such shares immediately before Alacer Shares by Alacer, which fair value, notwithstanding anything to the approval contrary contained in Part 14 of the Arrangement ResolutionYBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered holders who exercise Arrangement if such Dissenting Shareholders had not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Alacer Shares; andor (b2) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares such Alacer Shares, such Dissenting Shareholders shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis terms as a non-dissenting holder of Tahoe Alacer Shares and shall be entitled to receive only the consideration contemplated in by Section 3.1(f3.1(2) hereof that such holder Dissenting Shareholders would have received pursuant to the Arrangement if such holder Dissenting Shareholders had not exercised their Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered holders of Tahoe Shares Whistler Shareholder may exercise rights of dissent (“"Dissent Rights”") with respect to all Tahoe the Whistler Shares held by such Whistler Shareholder pursuant to and in the manner set forth in Section sections 237 to 247 of the BCBCA, as modified by this Section 5.1, the Interim Order and the Final Order, in connection with the Arrangementthis Section 4.1(a); provided that, notwithstanding subsection 242(1section 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1section 242(1)(a) of the BCBCA must be received by Tahoe Whistler not later than 5:00 4:00 p.m. (Vancouver time) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned and provided further that Shareholder Meeting. Dissenting Shareholders who: (ai) are ultimately entitled to be paid by Exchangeco fair value for their Tahoe Shares, which fair value Dissent Shares (1) shall be deemed to not to have participated in the transactions in Article 3 (other than Section 3.1(e)); (2) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to Exchangeco in accordance with Section 3.1(e); (3) will be entitled to be paid the fair value of such shares immediately before Dissent Shares by Exchangeco, which fair value, notwithstanding anything to the approval of contrary contained in the Arrangement ResolutionBCBCA, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted at the Shareholder Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Whistler Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by Exchangeco fair value for their Tahoe Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Whistler Shares on the same basis as a non-dissenting holder Whistler Shareholder who did not deposit with the Depositary a duly completed Letter of Tahoe Shares Transmittal and Election Form prior to the Election Deadline (and shall be entitled to receive only the consideration contemplated Consideration from Exchangeco in Section 3.1(fthe same manner as such non-Dissenting Shareholders). (b) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent RightsIn no event shall Exchangeco, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American Vail or Tahoe Whistler or any other person Person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights a Dissenting Shareholder as a holder registered or beneficial owner of Tahoe Whistler Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares Whistler as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. Time. (c) For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCAInterim Order, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution Person shall be entitled to exercise Dissent Rights with respect to Whistler Shares in respect of which a Person has voted or has instructed a proxyholder to vote in favour of the ArrangementArrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Aris Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 under Division 2 of Part 8 of the BCBCA, as modified by this Section 5.1ARTICLE 4, the Interim Order and the Final Order, with respect to Aris Shares in connection with the Arrangement; , provided that, notwithstanding subsection 242(1) of the BCBCA, that the written objection notice of dissent to the special resolution to approve the Arrangement Resolution referred to in subsection 242(1) contemplated by section 242 of the BCBCA must be received sent to Aris by Tahoe holders who wish to dissent not later than 5:00 p.m. (Vancouver time) on the Business Day business day that is two Business Days business days before the date of the Tahoe Aris Meeting or any date to which the Tahoe Aris Meeting may be postponed or adjourned and provided further that Dissenting Shareholders holders who purport to exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Tahoe SharesAris Shares in respect of which they exercised Dissent Rights, which fair value shall be the fair value of such shares immediately before the approval passing by the holders of the Arrangement ResolutionAris Shares of the resolution approving the Arrangement, shall be paid an amount equal to such fair value by Tahoe, which Aris and will be deemed to have irrevocably transferred such Aris Shares in consideration for such fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoevalue; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Aris Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Shares Xxxx Xxxxxx and shall be entitled to receive only the consideration contemplated in Section 3.1(f3.1(d)(xi) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised purported to exercise Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe Aris or any other person be required to recognize any holder holders of Tahoe Aris Shares who exercises purport to exercise Dissent Rights as a holder holders of Tahoe Aris Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares Xxxx Xxxxxx who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Aris Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the ArrangementTime.

Dissent Rights. Pursuant to the Interim Order, 3.1 Each registered holders of Tahoe Shares Spartan Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe the Spartan Shares held by such registered Spartan Shareholder in connection with the Arrangement pursuant to and in the manner set forth in Section 237 to 247 section 191 of the BCBCAABCA, as modified by this Section 5.1, the Interim Order and the Final Orderthis Article 3 (“Dissent Rights”), in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Meeting or any date to which the Tahoe Meeting may be postponed or adjourned registered Spartan Shareholders who exercise such Dissent Rights and provided further that Dissenting Shareholders who: (a) are ultimately entitled to be paid fair value for their Tahoe Shares, which fair value shall Spartan Shares shall: (i) be deemed not to have participated in the fair value of such shares immediately before the approval of the Arrangement Resolution, shall transactions in section 2.2(b); (ii) be paid an amount equal to such fair value by TahoeSpartan; (iii) not be entitled to any other payment or consideration, which fair value shall and (iv) be determined deemed to have transferred their respective Spartan Shares to Spartan for cancellation at the Effective Time in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoesection 2.2(a); andor (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Spartan Shares shall shall: (i) be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Shares Spartan Shares; and shall (ii) be entitled to receive only the consideration contemplated in Section 3.1(fsection 2.2(b) hereof that such holder Spartan Shareholders would have received pursuant to the Arrangement if such holder Spartan Shareholders had not exercised Dissent Rights, and had made and, notwithstanding the Share Election for all Tahoe Shares held in accordance with Section 3.2provisions of section 191 of the ABCA, but in no case event shall Pan American or Tahoe Vermilion, Spartan or any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares Spartan Shareholders who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to as Spartan Shareholders after the Effective Time) . 3.2 The fair value of the Spartan Shares shall be deleted from the register maintained by or on behalf of Tahoe in respect determined as of the Tahoe Shares as holders close of Tahoe Shares at business on the Effective Time and Pan American shall be recorded as last Business Day before the registered holder of such Tahoe Shares and shall be deemed to be day on which the legal owner of such Tahoe Shares. Arrangement Resolution is approved by the Spartan Shareholders. 3.3 For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 section 191 of the BCBCAABCA, no any person who has voted Tahoe Shares, or instructed (including by way of instructing a proxyholder proxy holder to vote such persons Tahoe Shares, vote) their Spartan Shares in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights. In addition, a Dissenting Shareholder may only exercise Dissent Rights with in respect of all, and not less than all, of its Spartan Shares. 3.4 Notwithstanding subsection 191(5) of the ABCA, the written objection to the ArrangementArrangement Resolution referred to in subsection 191(5) of the ABCA must be received in accordance with the Interim Order by Spartan no later than 4:00 p.m. (Calgary time) on the second Business Day immediately preceding the day of the Spartan Meeting.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Silver Quest Common Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 under Division 2 of Part 8 of the BCBCA, as the same may be modified by this Section 5.1Article 4, the Interim Order and the Final Order, with respect to Silver Quest Common Shares in connection with the Arrangement; , provided that, notwithstanding subsection 242(1) of the BCBCA, that the written objection notice of dissent to the Arrangement Resolution referred to in subsection 242(1) contemplated by Section 242 of the BCBCA must be received sent to Silver Quest by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is holders who wish to dissent at least two Business Days days before the date of the Tahoe Silver Quest Meeting or any date to which the Tahoe Silver Quest Meeting may be postponed or adjourned and provided further that Dissenting Silver Quest Shareholders who exercise such Dissent Rights and who: (a) are ultimately entitled to be paid fair value for their Tahoe Shares, Silver Quest Common Shares which fair value shall be the fair value of such shares Silver Quest Common Shares immediately before the approval passing by the Silver Quest Shareholders of the Arrangement Resolution, shall be paid an amount in cash equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeNew Gold; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Silver Quest Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Silver Quest Common Shares and shall be entitled to receive only the consideration New Gold Consideration contemplated in subsection Section 3.1(f) 3.01 hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe New Gold, Silver Quest, Spinco or any other person be required to recognize any holder holders of Tahoe Silver Quest Common Shares who exercises exercise Dissent Rights as a holder holders of Tahoe Silver Quest Common Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Silver Quest Common Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Silver Quest Common Shares as holders of Tahoe Silver Quest Common Shares at the Effective Time and Pan American New Gold shall be recorded as the registered holder of such Tahoe the Silver Quest Common Shares so transferred and shall be deemed to be the legal owner of such Tahoe Silver Quest Common Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Exx Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Exx Shares held pursuant to and in the manner set forth in Section Sections 237 to 247 of the BCBCA, all as modified by this Section 5.1, the Interim Order and the or Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1) of the BCBCA must be received by Tahoe Exx not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Tahoe Exx Meeting or any date to which the Tahoe Exx Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who: (a) are ultimately determined to be entitled to be paid fair value for their Tahoe Exx Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, shall be paid an amount equal to such fair value by TahoeExx, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American Gold Royalty may enter into the an agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoe; andExx; (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Exx Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Exx Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f3.1(d) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made elected the Share Election Alternative for all Tahoe Exx Shares held in accordance with Section 3.2, but in no case shall Pan American Gold Royalty, Subco or Tahoe Exx or any other person be required to recognize any holder of Tahoe Exx Shares who exercises Dissent Rights as a holder of Tahoe Exx Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Exx Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe Exx in respect of the Tahoe Exx Shares as holders of Tahoe Exx Shares at the Effective Time and Pan American Gold Royalty shall be recorded as the registered holder of such Tahoe Exx Shares and shall be deemed to be the legal owner of such Tahoe Exx Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, Exx Options or Tahoe SARs Exx Warrants shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, Ely Options or Tahoe SARsExx Warrants, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Exx Shares, or instructed a proxyholder to vote such persons Tahoe Exx Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered holders of Tahoe Skye Shares may exercise rights of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 under Division 2 of Part 8 of the BCBCA, as modified by this Section 5.1Article 4, the Interim Order and the Final Order, with respect to Skye Shares in connection with the Arrangement; , provided that, notwithstanding subsection 242(1) of the BCBCA, that the written objection to the special resolution to approve the Arrangement Resolution referred to in subsection 242(1) contemplated by Section 242 of the BCBCA must be received sent to Skye by Tahoe not later than 5:00 p.m. (Vancouver time) on the Business Day that is holders who wish to dissent at least two Business Days days before the date of the Tahoe Skye Meeting or any date to which the Tahoe Skye Meeting may be postponed or adjourned and provided further that Dissenting Shareholders holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Tahoe Skye Shares, which fair value shall be the fair value of such shares immediately before the approval passing by the holders of the Arrangement ResolutionSkye Shares of the resolution approving the Arrangement, shall be paid an amount equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of TahoeHudBay; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Skye Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Skye Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f3.01(c) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe HudBay, Skye or any other person be required to recognize any holder holders of Tahoe Skye Shares who exercises exercise Dissent Rights as a holder holders of Tahoe Skye Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Skye Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Skye Shares at the Effective Time and Pan American HudBay shall be recorded as the registered holder of such Tahoe the Skye Shares so transferred and shall be deemed to be the legal owner of such Tahoe Skye Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

Dissent Rights. Pursuant to the Interim Order, registered (1) Registered holders of Tahoe Shares may exercise dissent rights of dissent (“"Dissent Rights”") in connection with respect to all Tahoe Shares held the Arrangement pursuant to and in the manner set forth in Section 237 to 247 section 190 of the BCBCACBCA, as modified by the Interim Order, the Final Order and this Section 5.13.1, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1190(5) of the BCBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 242(1190(5) of the BCBCA CBCA must be received by Tahoe not Corporation at its registered office no later than 5:00 p.m. (Vancouver timelocal time in place of receipt) on the Business Day that is two Business Days before immediately preceding the date of the Tahoe Meeting or any date to which the Tahoe Meeting (as it may be adjourned or postponed or adjourned from time to time). (2) Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to Purchaser, as provided further that Dissenting Shareholders whoin Section 2.3(3), and if they: (a) are ultimately entitled to be paid fair value for their Tahoe such Shares, which fair value shall be entitled to be paid the fair value of such shares immediately before the approval of the Arrangement ResolutionShares by Purchaser, shall be paid an amount equal to such fair value by Tahoeless any applicable withholdings, which fair value notwithstanding anything to the contrary in Part XV of the CBCA, shall be determined in accordance with the procedures applicable to the payout value set out in sections 244 and 245 as of the BCBCA except close of business on the day before the Arrangement Resolution was adopted and will not be entitled to any other payment or consideration, including any payment that Pan American may enter into would be payable under the agreement with registered Arrangement had such holders who exercise such not exercised their Dissent Rights or apply to the Court, all as contemplated under sections 244 and 245 in respect of the BCBCA, in lieu of Tahoesuch Shares; andor (ba) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Shares such Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder Shareholders who have not exercised Dissent Rights in respect of Tahoe such Shares and shall be entitled to receive only the consideration contemplated in Section 3.1(f) hereof that such holder would Consideration per Share to which holders of Shares who have received pursuant to the Arrangement if such holder had not exercised Dissent RightsRights are entitled under Section 2.3(4) hereof, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in no case shall Pan American or Tahoe or less any other person be required to recognize any holder of Tahoe Shares who exercises Dissent Rights as a holder of Tahoe Shares after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) shall be deleted from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangementapplicable withholdings.

Dissent Rights. (a) Pursuant to the Interim Order, registered holders of Tahoe Shares Target Shareholders may exercise rights Dissent Rights under Division 2 of dissent (“Dissent Rights”) with respect to all Tahoe Shares held pursuant to and in the manner set forth in Section 237 to 247 Part 8 of the BCBCA, as modified by this Section 5.1Article 4, the Interim Order and the Final Order, in connection with the Arrangement; provided that, notwithstanding subsection 242(1respect to all (but not less than all) of the BCBCATarget Shares held, provided that the written objection to the Arrangement Resolution referred to in subsection 242(1) Notice of Dissent contemplated by Section 242 of the BCBCA must be received by Tahoe not later than 5:00 p.m. the Target at least two (Vancouver time2) on the Business Day that is two Business Days before the date of the Tahoe Target Meeting (or any date to which the Tahoe Target Meeting may be postponed or adjourned adjourned), and provided further that Dissenting Shareholders holders who exercise such Dissent Rights and who: (ai) are ultimately entitled to be paid fair value for their Tahoe Shares, Dissent Shares (which fair value shall shall, notwithstanding anything in the BCBCA, be the fair value of such shares Dissent Shares immediately before the approval passing by the Target Shareholders of the Arrangement Resolution, ) shall be paid an amount in cash equal to such fair value by Tahoe, which fair value shall be determined in accordance with the procedures applicable Target (including any successor or successors to the payout value set out in sections 244 and 245 of the BCBCA except that Pan American may enter into the agreement with registered holders who exercise such Dissent Rights or apply Target by amalgamation) to the Courtextent available, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of Tahoewith Target funds not directly or indirectly provided by Buyer or its affiliates; and (bii) are ultimately not entitled, for any reason, to be paid fair value for their Tahoe Target Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Tahoe Shares registered Target Shareholders and shall be entitled to receive only the consideration contemplated in Share Consideration pursuant to Section 3.1(f3.01(d) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, and had made the Share Election for all Tahoe Shares held in accordance with Section 3.2, but in . (b) In no case shall Pan American or Tahoe the Target, the Buyer or any other person be required to recognize any recognize: (i) a person exercising Dissent Rights unless such person is the registered holder of Tahoe those Target Shares in respect of which such rights are sought to be exercised; or (ii) Target Shareholders who exercises exercise Dissent Rights as a holder of Tahoe Shares Target Shareholders after the time that is immediately prior to the Effective Time, and the names of all such holders of Tahoe Shares who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the Effective Time) Dissenting Target Shareholders shall be deleted from the central securities register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as holders of Tahoe Target Shares at the Effective Time and Pan American shall be recorded as the registered holder of such Tahoe their Target Shares and shall be deemed to be the legal owner of such Tahoe Shares. For greater certainty, (a) no holder of Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs shall be entitled to Dissent Rights in respect of such holder’s Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe RSAs, or Tahoe SARs, as applicable, and (b) in addition to any other restrictions in Section 238 of the BCBCA, no person who has voted Tahoe Shares, or instructed a proxyholder to vote such persons Tahoe Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect surrendered to the ArrangementTarget and cancelled.