Common use of Make Good Clause in Contracts

Make Good. (a) The Company projects that it will produce at least 60,000 ounces of gold (the “Production Target”) in its fiscal years ending December 31, 2010 and 2011 combined. The Company acknowledges that the Placement Agent and the Investors are making their investment decision and valuation of the Company based in part based upon these projections. (b) The Company will notify the Placement Agent in writing, including a certification signed by the Company’s Chief Executive Officer and Chief Financial Officer, within ninety (90) days following the end of its fiscal year ending December 31, 2011 as to whether it has achieved the Production Target. If the Company fails to achieve the Production Target, then (subject to subsection (d) below) the annual interest rate of the Notes shall automatically increase by three (3) additional percentage points, with such increase being applied retroactively beginning on January 15, 2012. If the aforementioned notice or certification will contain any material non-public information, then the delivery of such notice or certification to the Investor Representative will be subject to the Investor Representative executing a non disclosure agreement that is in form and substance reasonably satisfactory to the Company. The Placement Agent acknowledges and agrees that neither the Placement Agent nor any of its Affiliates will make any decision regarding the purchase or sale, or any other dealings in or with, any securities of the Company based in whole or in part on any information that is related to the Company or any of its Subsidiaries and that is provided to the Placement Agent (whether as the placement agent for the Offering or in any other capacity) that is not public information. (c) If an Investor transfers such Investor’s Note, then the right of such Investor to receive such increased interest rate under such Note shall transfer along with such Note to the transferee of such Note. (d) The increase in the annual interest rate of the Notes pursuant to this Section 8.7 shall not apply if the Company fails to achieve the Production Target due to (i) a taking by eminent domain, requisitions, laws or orders of the Governmental Bodies in which the Company’s mining operations are conducted or (ii) the Company’s failure to obtain, timely or at all, the requisite business licenses necessary to conduct the Company’s mining operations from such Governmental Bodies (provided that the Company has used commercially reasonable efforts to timely obtain such business licenses).

Make Good. (a) The Company projects that it will produce at least 60,000 ounces of gold (the “Production Target”) in its fiscal years ending December 31, 2010 and 2011 combined. The Company acknowledges that the Placement Agent and the Investors are making their investment decision and valuation of the Company based in part based upon these projections. (b) The Company will notify the Placement Agent in writing, including a certification signed by the Company’s Chief Executive Officer and Chief Financial Officer, within ninety (90) days following the end of its fiscal year ending December 31, 2011 as to whether it has achieved the Production Target. If the Company fails to achieve the Production Target, then (subject to subsection (d) below) the annual interest rate of the Notes shall automatically increase by three (3) additional percentage points, with such increase being applied retroactively beginning on January 15, 2012. If the aforementioned notice or certification will contain any material non-public information, then the delivery of such notice or certification to the Investor Representative will be subject to the Investor Representative executing a non disclosure agreement that is in form and substance reasonably satisfactory to the Company. The Placement Agent acknowledges and agrees that neither the Placement Agent nor any of its Affiliates will make any decision regarding the purchase or sale, or any other dealings in or with, any securities of the Company based in whole or in part on any information that is related to the Company or any of its Subsidiaries and that is provided to the Placement Agent (whether as the placement agent for the Offering or in any other capacity) that is not public information. (c) If an Investor converts such Investor’s Note prior to the date that the Company delivers the notice to the Placement Agent described in 8.9(b), then such Investor will not be entitled to receive any benefit from the increased annual interest rate. If an investor transfers such Investor’s Note, then the right of such Investor to receive such increased interest rate under such Note hereunder shall transfer along with such the Note to the transferee of such the Note. (d) The increase in the annual interest rate of the Notes pursuant to this Section 8.7 8.9 shall not apply if the Company fails to achieve the Production Target due to (i) a taking by eminent domain, requisitions, laws or orders of the Governmental Bodies in which the Company’s mining operations are conducted conducted, or (ii) the Company’s failure to obtain, timely or at all, the requisite business licenses necessary to conduct the Company’s mining operations from such Governmental Bodies (provided that the Company has used commercially reasonable efforts to timely obtain such business licenses).

Make Good. (a) The Company projects that it will produce at least 60,000 80,000 ounces of gold (the “Production Target”) in its fiscal years ending December 31, 2010 2011 and 2011 2012 combined. The Company acknowledges that the Placement Agent and the Investors are making their investment decision and valuation of the Company based in part based upon these projections. . (b) The Company will notify the Placement Agent in writing, including a certification signed by the Company’s Chief Executive Officer and Chief Financial Officer, within ninety (90) days following the end of its fiscal year ending December 31, 2011 2012, as to whether it has achieved the Production Target. If the Company fails to achieve the Production Target, then (subject to subsection (d) below) the annual interest rate of the Notes that remain outstanding shall automatically increase by three (3) additional percentage points, with such increase being applied retroactively beginning on January 151, 2012. If the aforementioned notice or certification will contain any material non-public information, then the delivery of such notice or certification to the Investor Representative will be subject to the Investor Representative executing a non disclosure agreement that is in form and substance reasonably satisfactory to the Company. The Placement Agent acknowledges and agrees that neither the Placement Agent nor any of its Affiliates will make any decision regarding the purchase or sale, or any other dealings in or with, any securities of the Company based in whole or in part on any information that is related to the Company or any of its Subsidiaries and that is provided to the Placement Agent (whether as the placement agent for the Offering or in any other capacity) that is not public information2013. (c) To the extent that any Note is converted or redeemed prior to the date that the Company delivers the notice to the Placement Agent described in subsection (b) above, the holder of such Note will not be entitled to receive any benefit from the increased annual interest rate. If an Investor transfers any Note held by such Investor’s Note, then the right of such Investor to receive such increased interest rate under such Note thereunder (inclusive of unpaid interest accrued from and after January 1, 2013 and prior to the date of transfer) shall transfer along with such Note to the transferee of such Note. (d) The increase in the annual interest rate of the outstanding Notes pursuant to this Section 8.7 shall not apply if (a) the Company fails to achieve the Production Target due to (i) a taking by eminent domain, requisitions, laws or orders of the Governmental Bodies in which the Company’s mining operations are conducted or conducted, (ii) the Company’s failure to obtain, timely or at all, the requisite business licenses necessary to conduct the Company’s mining operations from such Governmental Bodies (provided that the Company has used commercially reasonable efforts to timely obtain such business licenses)) or (iii) any Force Majeure Event or the consequences thereof; or (b) the volume weighted average price of shares of the Common Stock on the TSX for a period of thirty (30) consecutive trading days following the filing of the Company’s Annual Report on Form 20-F for the year ended December 31, 2012, which shall be filed on or before March 31, 2013, exceeds the Benchmark Price. If the increase in the annual interest rate of the outstanding Notes pursuant to this Section 8.7 shall not apply on account of the occurrence of any Force Majeure Event or the consequences thereof, then the Company shall use its commercially reasonable efforts to remedy, mitigate or alleviate such Force Majeure Event or consequences, as applicable. Additionally, in the event of the occurrence of a Force Majeure Event that is reasonably anticipated to cause the Company to fail to achieve the Production Target, the Company would promptly, and in no event more than ten (10) days after it has been determined that such Force Majeure Event is likely to cause the Company to fail to achieve the Production Target, notify the Investor Representative of the occurrence of such Force Majeure Event.

Make Good. (a) The Company projects that it will produce at least 60,000 80,000 ounces of gold (the “Production Target”) in its fiscal years ending December 31, 2010 2011 and 2011 2012 combined. The Company acknowledges that the Placement Agent and the Investors are Investor is making their its investment decision and valuation of the Company based in part based upon these projections. (b) The Company will notify the Placement Agent Investor in writing, including a certification signed by the Company’s Chief Executive Officer and Chief Financial Officer, within ninety (90) days following the end of its fiscal year ending December 31, 2011 2012, as to whether it has achieved the Production Target. If the Company fails to achieve the Production Target, then (subject to subsection (d) below) the annual interest rate of the Notes that remain outstanding shall automatically increase by three (3) additional percentage points, with such increase being applied retroactively beginning on January 151, 2012. If the aforementioned notice or certification will contain any material non-public information, then the delivery of such notice or certification to the Investor Representative will be subject to the Investor Representative executing a non disclosure agreement that is in form and substance reasonably satisfactory to the Company. The Placement Agent acknowledges and agrees that neither the Placement Agent nor any of its Affiliates will make any decision regarding the purchase or sale, or any other dealings in or with, any securities of the Company based in whole or in part on any information that is related to the Company or any of its Subsidiaries and that is provided to the Placement Agent (whether as the placement agent for the Offering or in any other capacity) that is not public information2013. (c) To the extent that the Note is converted or redeemed prior to the date that the Company delivers the notice to the Investor described in subsection (b) above, the holder of such Note will not be entitled to receive any benefit from the increased annual interest rate. If an the Investor transfers such Investor’s Notethe Note held, then the right of such the Investor to receive such increased interest rate under such Note thereunder (inclusive of unpaid interest accrued from and after January 1, 2013 and prior to the date of transfer) shall transfer along with such the Note to the transferee of such the Note. (d) The increase in the annual interest rate of the outstanding Notes pursuant to this Section 8.7 8.4 shall not apply if (a) the Company fails to achieve the Production Target due to (i) a taking by eminent domain, requisitions, laws or orders of the Governmental Bodies in which the Company’s mining operations are conducted or conducted, (ii) the Company’s failure to obtain, timely or at all, the requisite business licenses necessary to conduct the Company’s mining operations from such Governmental Bodies (provided that the Company has used commercially reasonable efforts to timely obtain such business licenses)) or (iii) any Force Majeure Event or the consequences thereof; or (b) the volume weighted average price of shares of the Common Stock on the TSX for a period of thirty (30) consecutive trading days following the filing of the Company’s Annual Report on Form 20-F for the year ended December 31, 2012, which shall be filed on or before March 31, 2013, exceeds the Benchmark Price. If the increase in the annual interest rate of the outstanding Notes pursuant to this Section 8.7 shall not apply on account of the occurrence of any Force Majeure Event or the consequences thereof, then the Company shall use its commercially reasonable efforts to remedy, mitigate or alleviate such Force Majeure Event or consequences, as applicable. Additionally, in the event of the occurrence of a Force Majeure Event that is reasonably anticipated to cause the Company to fail to achieve the Production Target, the Company would promptly, and in no event more than ten (10) days after it has been determined that such Force Majeure Event is likely to cause the Company to fail to achieve the Production Target, notify the Investor of the occurrence of such Force Majeure Event.