Common use of Dissent Rights Clause in Contracts

Dissent Rights. Each NMCCL Shareholder shall have the right to dissent (the “Dissent Rights”) with respect to the Arrangement in accordance with Section 190 of the CBCA; provided that, notwithstanding Section 190(5) of the CBCA, the written objection to the resolution approving the Arrangement referred to in Section 190(5) of the CBCA must be received by NMCCL not later than 5:00 p.m. (Toronto time) on the business day before the Meeting. NMCCL Shareholders who duly exercise Dissent Rights and who are ultimately determined to be entitled to be paid fair value for their NMCCL Exchangeable Shares will be deemed to have transferred such NMCCL Exchangeable Shares to New Exchangeco Sub and the fair value thereof will be paid by New Exchangeco Sub. NMCCL Shareholders who attempt to exercise Dissent Rights and are ultimately not entitled, for any reason, to be paid fair value for their NMCCL Exchangeable Shares will be deemed to have participated in the Arrangement and they will receive shares of Newmont Common Stock in exchange for their NMCCL Exchangeable Shares in accordance with Section 4.1. The fair value of the NMCCL Exchangeable Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the holders of NMCCL Exchangeable Shares at the Meeting. In no event shall any of the Newmont Entities or any other Person be required to recognize any NMCCL Shareholder who attempts to exercise Dissent Rights as a holder of NMCCL Exchangeable Shares after the Effective Time, and the names of such NMCCL Shareholders shall be removed from the register of holders of NMCCL Exchangeable Shares at the Effective Time. In addition to any other restrictions in section 190 of the CBCA, no Person who has voted in favour of the Arrangement shall be entitled to exercise Dissent Rights.

Dissent Rights. Each NMCCL Shareholder shall have 4.1 Pursuant to the right Interim Order, a registered holder of Company Common Shares may exercise dissent rights with respect to dissent the Company Common Shares held by such holder (the “Company Dissent Rights”) in connection with respect the Arrangement pursuant to and in accordance section 191 of the ABCA, all as the same may be modified by the Interim Order, the Final Order and this Section 4.1; provided that the written notice of dissent to the Company Arrangement in accordance with Section 190 of the CBCA; provided that, notwithstanding Section 190(5Resolution contemplated by section 191(5) of the CBCA, the written objection to the resolution approving the Arrangement referred to in Section 190(5) of the CBCA ABCA must be sent to and received by NMCCL the Company not later than 5:00 p.m. P.M. (Toronto Calgary time) on the business day Business Day that is two (2) Business Days before the Company Shareholders Meeting. NMCCL Company Shareholders who duly exercise Company Dissent Rights and who who: (a) are ultimately determined to be entitled to be paid fair value from the Company for their NMCCL Exchangeable the Company Common Shares will in respect of which they have exercised Company Dissent Rights, will, notwithstanding anything to the contrary contained in Section 191 of the ABCA, be deemed to have irrevocably transferred such NMCCL Exchangeable Company Common Shares to the Company pursuant to Section 3.2(a) in consideration of such fair value, and in no case will the Amalgamated Company, New Exchangeco Sub SPAC or any other Person be required to recognize such holders as holders of Company Common Shares after the Closing Time, and each Company Dissenting Shareholder will cease to be entitled to the fair value thereof will be paid by New Exchangeco Sub. NMCCL Shareholders who attempt rights of a Company Shareholder in respect of the Company Common Shares in relation to exercise which such Company Dissenting Shareholder has exercised Company Dissent Rights and the securities register of the Company shall be amended to reflect that such former holder is no longer the holder of such Company Common Shares as at and from the Closing Time; or (b) are ultimately not entitled, for any reason, to be paid fair value for their NMCCL Exchangeable the Company Common Shares in respect of which they have exercised Company Dissent Rights, will be deemed to have participated in the Arrangement and they will receive shares of Newmont Common Stock in exchange for their NMCCL Exchangeable Shares in accordance with Section 4.1. The fair value of the NMCCL Exchangeable Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the holders of NMCCL Exchangeable Shares at the Meeting. In no event shall any of the Newmont Entities or any other Person be required to recognize any NMCCL same basis as a Company Shareholder who attempts to exercise has not exercised Company Dissent Rights as a holder of NMCCL Exchangeable Shares after the Effective TimeRights. 4.2 For greater certainty, and the names of such NMCCL Shareholders shall be removed from the register of holders of NMCCL Exchangeable Shares at the Effective Time. In in addition to any other restrictions in section 190 the Interim Order and under Section 191 of the CBCAABCA, no Person who has voted in favour none of the Arrangement following shall be entitled to exercise Company Dissent Rights: (i) Company Shareholders who vote or have instructed a proxyholder to vote such Company Common Shares in favour of the Company Arrangement Resolution; (ii) the holders Company Options, Company Warrants and Company RSUs; and (iii) any other Person who is not a registered holder of Company Common Shares as of the record date for the Company Shareholders Meeting. A person may only exercise Company Dissent Rights in respect of all, and not less than all, of such person’s Company Common Shares.

Dissent Rights. Each NMCCL Shareholder shall have the right ‌ Registered NV Goldlands Shareholders may exercise dissent rights with respect to dissent NV Goldlands Shares held by such Dissenting Shareholders (the “Dissent Rights”) in connection with respect the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 4.1; provided that the written notice setting forth the objection of such registered NV Goldlands Shareholder to the Arrangement in accordance with Section 190 of the CBCA; provided that, notwithstanding Section 190(5) of the CBCA, the written objection to the resolution approving the Arrangement referred to in Section 190(5) of the CBCA Resolution must be received by NMCCL NV Goldlands not later than 5:00 p.m. (Toronto Vancouver time) on the business day before that is two Business Days immediately preceding the Meetingdate of the NV Goldlands Meeting (as it may be adjourned or postponed from time to time). NMCCL Shareholders Each Dissenting Shareholder who duly exercise exercises its Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all NV Goldlands Shares held by such Dissenting Shareholder and who are in respect of which Dissent Rights have been validly exercised, to NV Goldlands, free and clear of all liens, claims and encumbrances, as provided in Section 3.1(a) and if such Dissenting Shareholder: (a) is ultimately determined to be entitled to be paid fair value for their NMCCL Exchangeable Shares its NV Goldlands Shares, 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 deemed entitled to have transferred such NMCCL Exchangeable Shares to New Exchangeco Sub and be paid the fair value thereof of such NV Goldlands Shares by NV Goldlands (using its own funds not funds provided directly or indirectly by Radio Fuels), which fair value, notwithstanding anything to the contrary contained in 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 paid by New Exchangeco Sub. NMCCL Shareholders who attempt entitled to exercise 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 and are in respect of such NV Goldlands Shares; or (b) is ultimately is not entitled, for any reason, to be paid fair value for their NMCCL Exchangeable Shares will its NV Goldlands Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement and they will receive shares of Newmont Common Stock in exchange for their NMCCL Exchangeable Shares in accordance with Section 4.1. The fair value of the NMCCL Exchangeable Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the holders of NMCCL Exchangeable Shares at the Meeting. In no event shall any of the Newmont Entities or any other Person be required to recognize any NMCCL same basis as a NV Goldlands Shareholder who attempts to exercise that has not exercised Dissent Rights as a holder of NMCCL Exchangeable Shares after the Effective Time, and the names of such NMCCL Shareholders shall be removed from the register of holders of NMCCL Exchangeable Shares at the Effective Time. In addition to any other restrictions in section 190 of the CBCA, no Person who has voted in favour of the Arrangement shall be entitled to exercise receive only the Consideration contemplated by Section 3.1(b) that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

Dissent Rights. Each NMCCL Shareholder shall have the right to Biomira Shareholders may exercise rights of dissent (the “Dissent Rights”) with respect to Biomira Common Shares and Biomira Preferred Shares in connection with the Arrangement pursuant to the Interim Order and in accordance with Section the manner set forth in section 190 of the CBCA; , provided that, notwithstanding Section the provisions of subsection 190(5) of the CBCA, the written objection to the resolution approving Arrangement Resolution to approve the Arrangement referred to in Section contemplated by subsection 190(5) of the CBCA must be received by NMCCL Biomira not later than 5:00 p.m. (Toronto Edmonton time) on the business day before Business Day immediately prior to the Meeting. NMCCL date of the Biomira Meeting and provided further that Biomira Shareholders who duly exercise Dissent Rights such rights of dissent and who who: (a) are ultimately determined to be entitled to be paid fair value for their NMCCL Exchangeable Biomira Common Shares will and Biomira Preferred Shares, which fair value, notwithstanding anything to the contrary contained in section 190 of the CBCA, shall be determined as of the Effective Date, shall be deemed to have transferred such NMCCL Exchangeable Biomira Common Shares and Biomira Preferred Shares to New Exchangeco Sub and Biomira for cancellation at the fair value thereof will be paid by New Exchangeco Sub. NMCCL Shareholders who attempt to exercise Dissent Rights and Effective Date or (b) are ultimately not entitled, for any reason, to be paid fair value for their NMCCL Exchangeable Biomira Common Shares will and Biomira Preferred Shares shall be deemed to have participated in the Arrangement and they will receive shares of Newmont Common Stock in exchange for their NMCCL Exchangeable Shares in accordance with Section 4.1. The fair value of the NMCCL Exchangeable Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the holders of NMCCL Exchangeable Shares at the Meeting. In basis set forth in section 2.2 hereof; but further provided that in no event case shall any of the Newmont Entities Biomira Cxxxx, Biomira Sub-1, Biomira, Biomira US or Biomira Sub-2 or any other Person person be required to recognize any NMCCL Shareholder who attempts to exercise Dissent Rights Dissenting Shareholders as a holder holders of NMCCL Exchangeable Biomira Common Shares or Biomira Preferred Shares after the Effective TimeDate, and the names of such NMCCL Dissenting Shareholders shall be removed deleted from the register of holders of NMCCL Exchangeable Biomira Common Shares at and Biomira Preferred Shares immediately prior to the Effective Time. In addition to any other restrictions in section 190 of the CBCA, no Person who has voted in favour of the Arrangement shall be entitled to exercise Dissent RightsDate.

Dissent Rights. Each NMCCL Shareholder shall have the right to Biomira Shareholders may exercise rights of dissent (the “Dissent Rights”) with respect to Biomira Common Shares and Biomira Preferred Shares in connection with the Arrangement pursuant to the Interim Order and in accordance with Section the manner set forth in section 190 of the CBCA; , provided that, notwithstanding Section the provisions of subsection 190(5) of the CBCA, the written objection to the resolution approving Arrangement Resolution to approve the Arrangement referred to in Section contemplated by subsection 190(5) of the CBCA must be received by NMCCL Biomira not later than 5:00 p.m. (Toronto Edmonton time) on the business day before Business Day immediately prior to the Meeting. NMCCL date of the Biomira Meeting and provided further that Biomira Shareholders who duly exercise Dissent Rights such rights of dissent and who who: (a) are ultimately determined to be entitled to be paid fair value for their NMCCL Exchangeable Biomira Common Shares will and Biomira Preferred Shares, which fair value, notwithstanding anything to the contrary contained in section 190 of the CBCA, shall be determined as of the Effective Date, shall be deemed to have transferred such NMCCL Exchangeable Biomira Common Shares and Biomira Preferred Shares to New Exchangeco Sub and Biomira for cancellation at the fair value thereof will be paid by New Exchangeco Sub. NMCCL Shareholders who attempt to exercise Dissent Rights and Effective Date or (b) are ultimately not entitled, for any reason, to be paid fair value for their NMCCL Exchangeable Biomira Common Shares will and Biomira Preferred Shares shall be deemed to have participated in the Arrangement and they will receive shares of Newmont Common Stock in exchange for their NMCCL Exchangeable Shares in accordance with Section 4.1. The fair value of the NMCCL Exchangeable Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the holders of NMCCL Exchangeable Shares at the Meeting. In basis set forth in section 2.2 hereof; but further provided that in no event case shall any of the Newmont Entities Biomira Canco, Biomira Sub-1, Biomira, Biomira US or Biomira Sub-2 or any other Person person be required to recognize any NMCCL Shareholder who attempts to exercise Dissent Rights Dissenting Shareholders as a holder holders of NMCCL Exchangeable Biomira Common Shares or Biomira Preferred Shares after the Effective TimeDate, and the names of such NMCCL Dissenting Shareholders shall be removed deleted from the register of holders of NMCCL Exchangeable Biomira Common Shares at and Biomira Preferred Shares immediately prior to the Effective Time. In addition to any other restrictions in section 190 of the CBCA, no Person who has voted in favour of the Arrangement shall be entitled to exercise Dissent RightsDate.

Dissent Rights. Each NMCCL Shareholder shall have the right to dissent (the “Registered PCS Shareholders and registered Agrium Shareholders may exercise Dissent Rights”) Rights with respect to PCS Shares and Agrium Shares, as applicable, held by such holders in connection with the Arrangement pursuant to the procedure set forth in accordance with Section section 190 of the CBCA; , as modified by the Interim Order and this Section 5.1, provided that, notwithstanding Section subsection 190(5) of the CBCA, the written objection to the resolution approving PCS Arrangement Resolution or the Agrium Arrangement Resolution, as applicable, referred to in Section subsection 190(5) of the CBCA must be received by NMCCL PCS or Agrium, as applicable, not later than 5:00 p.m. (Toronto Central Standard Time) two business days immediately preceding the date of the PCS Meeting or Agrium Meeting, as applicable, (as either such meeting may be adjourned or postponed from time to time). Registered PCS Shareholders and registered Agrium Shareholders who exercise such Dissent Rights and who: (a) are paid fair value for their PCS Shares or Agrium Shares, as applicable, (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section3.1(b)), (ii) shall be paid an amount equal to such fair value by PCS or Agrium, as applicable, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined, in respect of PCS Shares, as of the close of business on the business day before the Meeting. NMCCL Shareholders who duly exercise Dissent Rights PCS Arrangement Resolution was adopted and, in respect of Agrium Shares, as of the close of business on the business day before the Agrium Arrangement Resolution was adopted and who are ultimately determined to (iii) will not be entitled to any other payment or consideration, including any payment that would be paid fair value for payable under the Arrangement had such PCS Shareholders and Agrium Shareholders not exercised their NMCCL Exchangeable Dissent Rights in respect of such PCS Shares will or Agrium Shares, as applicable, and such PCS Shareholders and Agrium Shareholders shall be deemed to have transferred such NMCCL Exchangeable their Dissenting PCS Shares and their Dissenting Agrium Shares to New Exchangeco Sub PCS and the fair value thereof will be paid by New Exchangeco Sub. NMCCL Shareholders who attempt Agrium, respectively, pursuant to exercise Dissent Rights and Section 3.1(b); or (b) are ultimately not entitled, for any reason, to be paid fair value for their NMCCL Exchangeable PCS Shares will or Agrium Shares, as applicable, shall be deemed to have participated in the Arrangement and they will receive shares of Newmont Common Stock in exchange for their NMCCL Exchangeable Shares in accordance with Section 4.1. The fair value of the NMCCL Exchangeable Shares shall be determined Arrangement, as of the close of business Effective Time, on the last Business Day before same basis as a non-dissenting holder of PCS Shares or Agrium Shares, as applicable, and shall be entitled to receive only the day on which consideration contemplated in Section 3.1 that such PCS Shareholder or Agrium Shareholder would have received pursuant to the Arrangement is approved by the holders of NMCCL Exchangeable Shares at the Meeting. In if such PCS Shareholder or Agrium Shareholder had not exercised Dissent Rights, but further provided that in no event case shall any of the Newmont Entities New Parent, PCS or Agrium or any other Person be required to recognize any NMCCL Shareholder PCS Shareholders or Agrium Shareholders who attempts to exercise Dissent Rights as a holder of NMCCL Exchangeable Shares PCS Shareholders or Agrium Shareholders, as applicable, after the Effective Time, and the names of such NMCCL PCS Shareholders and Agrium Shareholders who exercise Dissent Rights shall be removed from the register registers of holders of NMCCL Exchangeable PCS Shares and Agrium Shares at the Effective Time. In addition to any other restrictions in section 190 of the CBCA, no Person who has voted in favour of the Arrangement shall be entitled to exercise Dissent Rights.

Dissent Rights. Each NMCCL Shareholder shall have the right to dissent (the “Registered PCS Shareholders and registered Agrium Shareholders may exercise Dissent Rights”) Rights with respect to PCS Shares and Agrium Shares, as applicable, held by such holders in connection with the Arrangement pursuant to the procedure set forth in accordance with Section section 190 of the CBCA; , as modified by the Interim Order and this Section 5.1, provided that, notwithstanding Section subsection 190(5) of the CBCA, the written objection to the resolution approving PCS Arrangement Resolution or the Agrium Arrangement Resolution, as applicable, referred to in Section subsection 190(5) of the CBCA must be received by NMCCL PCS or Agrium, as applicable, not later than 5:00 p.m. (Toronto Central Standard Time) two business days immediately preceding the date of the PCS Meeting or Agrium Meeting, as applicable, (as either such meeting may be adjourned or postponed from time to time). Registered PCS Shareholders and registered Agrium Shareholders who exercise such Dissent Rights and who: (a) are paid fair value for their PCS Shares or Agrium Shares, as applicable, (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(b)), (ii) shall be paid an amount equal to such fair value by PCS or Agrium, as applicable, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined, in respect of PCS Shares, as of the close of business on the business day before the Meeting. NMCCL Shareholders who duly exercise Dissent Rights PCS Arrangement Resolution was adopted and, in respect of Agrium Shares, as of the close of business on the business day before the Agrium Arrangement Resolution was adopted and who are ultimately determined to (iii) will not be entitled to any other payment or consideration, including any payment that would be paid fair value for payable under the Arrangement had such PCS Shareholders and Agrium Shareholders not exercised their NMCCL Exchangeable Dissent Rights in respect of such PCS Shares will or Agrium Shares, as applicable, and such PCS Shareholders and Agrium Shareholders shall be deemed to have transferred such NMCCL Exchangeable their Dissenting PCS Shares and their Dissenting Agrium Shares to New Exchangeco Sub PCS and the fair value thereof will be paid by New Exchangeco Sub. NMCCL Shareholders who attempt Agrium, respectively, pursuant to exercise Dissent Rights and Section 3.1(b); or (b) are ultimately not entitled, for any reason, to be paid fair value for their NMCCL Exchangeable PCS Shares will or Agrium Shares, as applicable, shall be deemed to have participated in the Arrangement and they will receive shares of Newmont Common Stock in exchange for their NMCCL Exchangeable Shares in accordance with Section 4.1. The fair value of the NMCCL Exchangeable Shares shall be determined Arrangement, as of the close of business Effective Time, on the last Business Day before same basis as a non-dissenting holder of PCS Shares or Agrium Shares, as applicable, and shall be entitled to receive only the day on which consideration contemplated in Section 3.1 that such PCS Shareholder or Agrium Shareholder would have received pursuant to the Arrangement is approved by the holders of NMCCL Exchangeable Shares at the Meeting. In if such PCS Shareholder or Agrium Shareholder had not exercised Dissent Rights, but further provided that in no event case shall any of the Newmont Entities New Parent, PCS or Agrium or any other Person be required to recognize any NMCCL Shareholder PCS Shareholders or Agrium Shareholders who attempts to exercise Dissent Rights as a holder of NMCCL Exchangeable Shares PCS Shareholders or Agrium Shareholders, as applicable, after the Effective Time, and the names of such NMCCL PCS Shareholders and Agrium Shareholders who exercise Dissent Rights shall be removed from the register registers of holders of NMCCL Exchangeable PCS Shares and Agrium Shares at the Effective Time. In addition to any other restrictions in section 190 of the CBCA, no Person who has voted in favour of the Arrangement shall be entitled to exercise Dissent Rights.

Dissent Rights. 4.1 Each NMCCL registered BioCan Shareholder shall have may exercise rights of dissent with respect to the right BioCan Shares held by such registered BioCan Shareholder in connection with the Arrangement pursuant to dissent and in the manner set forth in section 191 of the ABCA, as modified by the Interim Order and this Article 4 (the “Dissent Rights”) with respect to the Arrangement in accordance with Section 190 of the CBCA; ), provided that, notwithstanding Section 190(5) of the CBCA, the written objection to the resolution approving the Arrangement referred to in Section 190(5) of the CBCA must be received by NMCCL not later than 5:00 p.m. (Toronto time) on the business day before the Meeting. NMCCL that registered BioCan Shareholders who duly exercise such Dissent Rights and who who: (a) are ultimately determined to be entitled to be paid fair value for their NMCCL Exchangeable BioCan Shares will shall: (i) be deemed not to have participated in the transactions in Section 3.1(b); (ii) be paid an amount equal to such fair value by Makena; (iii) not be entitled to any other payment or consideration, and (iv) be deemed to have transferred such NMCCL Exchangeable their respective BioCan Shares to New Exchangeco Sub and Makena at the fair value thereof will be paid by New Exchangeco Sub. NMCCL Shareholders who attempt to exercise Dissent Rights and Effective Time in accordance with Section 3.1(a); or (b) are ultimately not entitled, for any reason, to be paid fair value for their NMCCL Exchangeable BioCan Shares will 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 BioCan Shares; and (ii) be entitled to receive only the consideration contemplated in Section 3.1(b) that such BioCan Shareholders would have received pursuant to the Arrangement and they will receive shares if such BioCan Shareholders had not exercised Dissent Rights, and, notwithstanding the provisions of Newmont Common Stock section 191 of the ABCA, in exchange for their NMCCL Exchangeable Shares in accordance with Section 4.1. no event shall Makena, BioCan, Epimeron or any other person be required to recognize any BioCan Shareholders who exercise Dissent Rights as BioCan Shareholders after the Effective Time. 4.2 The fair value of the NMCCL Exchangeable BioCan Shares shall be determined as of the close of business on the last Business Day before the day on which the BioCan Arrangement Resolution is approved by the holders of NMCCL Exchangeable Shares BioCan Shareholders at the BioCan Meeting. In no event shall any of the Newmont Entities or any other Person be required to recognize any NMCCL Shareholder who attempts to exercise Dissent Rights as a holder of NMCCL Exchangeable Shares after the Effective Time. 4.3 For greater certainty, and the names of such NMCCL Shareholders shall be removed from the register of holders of NMCCL Exchangeable Shares at the Effective Time. In in addition to any other restrictions in section 190 191 of the CBCAABCA, no Person any person who has voted (including by way of instructing a proxy holder to vote) their BioCan Shares in favour of the BioCan Arrangement Resolution shall not be entitled to exercise Dissent Rights. In addition, a Dissenting BioCan Shareholder may only exercise Dissent Rights in respect of all, and not less than all, of its BioCan Shares. 4.4 Notwithstanding subsection 191(5) of the ABCA, the written objection to the BioCan Arrangement Resolution referred to in subsection 191(5) of the ABCA must be received in accordance with the Interim Order by BioCan no later than 4:00 p.m. (Calgary time) on the second Business Day immediately preceding the day of the BioCan Meeting.