Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The respective obligations of Anandia and Aurora to complete the Arrangement are subject to the fulfillment of the following conditions at or before the Completion Deadline or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution shall have been passed by the Anandia Securityholders in accordance with the Interim Order; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwise. (d) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof; (e) the TSX shall have conditionally approved the listing thereon of the Aurora Shares to be issued pursuant to the Arrangement (including any Aurora Shares issuable upon the exercise or vesting of Replacement Securities), subject in each case only to compliance with the usual requirements of the TSX, including customary post-closing deliveries; and (f) holders of no more than 5% of the Anandia Shares shall have exercised Dissent Rights. The foregoing conditions are for the mutual benefit of Aurora and Anandia and may be waived by mutual consent of Aurora and Anandia in writing at any time.

Mutual Conditions. The respective obligations of Anandia Northgate and Aurora AuRico to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe Parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties hereto, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Northgate Shareholder Approval shall have been passed by obtained at the Anandia Securityholders Northgate Meeting held in accordance with the provisions of BCBCA, the Interim OrderOrder and the requirements of any applicable Governmental Entity or other regulatory authority; (c) the approval of the AuRico Shareholders with respect to the AuRico Resolution shall have been obtained in accordance with the provision of the TSX rules and the requirements of any other applicable regulatory authority; (d) the Court will have determined that the issuance of the AuRico Shares and AuRico Exchange Options to the Northgate Shareholders and Northgate Optionholders, respectively, pursuant to the Arrangement is fair to the Northgate Shareholders and Northgate Optionholders prior to issuing the Final Order and the Final Order shall state that the Arrangement is approved as being fair to the Northgate Shareholders and Northgate Optionholders and will otherwise have been granted in form and substance satisfactory to Anandia and Aurorathe Parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorasuch Parties, each acting reasonably, on appeal or otherwise.. In addition, the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended (the “1933 Act”), from the registration requirements otherwise imposed by such 1933 Act, regarding the distribution of securities of AuRico Gold Inc. pursuant to the Plan of Arrangement”; (de) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Northgate or AuRico; (eA) the TSX and NYSE shall have conditionally approved the listing thereon thereon, subject to official notice of issuance, of the Aurora AuRico Shares to be issued pursuant to the Arrangement Arrangement, the AuRico Shares which will be issuable pursuant to section 4.4 of this Agreement after the Effective Date and the AuRico Convertible Note Shares and (including any Aurora Shares issuable upon B) the exercise TSX shall have, if required, accepted notice for filing of all transactions of Northgate and AuRico contemplated herein or vesting of Replacement Securities)necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSX; (g) Competition Act Approval shall have been obtained; (A) all consents, including customary postwaivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, in connection with, or required to permit, the completion of the Arrangement including, without limitation, the Laws of any jurisdiction which AuRico and Northgate reasonably determine to be applicable, and (B) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Northgate or AuRico or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each Party hereto; (i) the distribution of the AuRico Shares in Canada pursuant to the Arrangement and the distribution of the AuRico Shares and AuRico Convertible Note Shares upon exercise of the Northgate Options and Northgate Convertible Notes is exempt from, or otherwise not subject to, registration and prospectus requirements of applicable Canadian securities Laws and, except with respect to persons deemed to be “control persons” or the equivalent under applicable securities Laws, the AuRico Shares and AuRico Convertible Note Shares to be distributed in Canada pursuant to the Arrangement and pursuant to the exercise of the Northgate Options and Northgate Convertible Notes are not subject to any resale restrictions under applicable Canadian securities Laws; (j) the AuRico Shares and AuRico Exchange Options to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and, subject to any changes in U.S. securities laws subsequent to the date hereof, the resale of the AuRico Shares and AuRico Exchange Options to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the 1933 Act, except that the AuRico Shares and AuRico Exchange Options held by persons who are “affiliates” (as defined in Rule 144 under the 0000 Xxx) of AuRico after the Arrangement or who have been affiliates of AuRico within 90 days of the date of completion of the Arrangement may be resold by them only in compliance with the resale provisions of Rule 144 under the 1933 Act or as otherwise permitted under the 1933 Act; and (fk) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to section 7.3 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the Parties hereto and may be waived by mutual consent of Aurora AuRico and Anandia Northgate in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 5.4 of this Agreement, either Party hereto may terminate this Agreement by written notice to the other of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such terminating Party hereto.

Mutual Conditions. The respective obligations of Anandia the Parties to consummate the transactions contemplated hereby, and Aurora to complete in particular the Arrangement Arrangement, are subject to the fulfillment of the following conditions at satisfaction, on or before the Completion Deadline Effective Date or such other time as is specified belowspecified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order and the Final Order shall have each been granted obtained on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurora, each acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to Anandia or Auroraeither of the Parties, each acting reasonably, on appeal or otherwise; (b) the Anandia PCS Arrangement Resolution shall have been passed by the Anandia Securityholders PCS Shareholders at the PCS Meeting in accordance with the Interim Order; (c) the Final Order Agrium Arrangement Resolution shall have been granted passed by the Agrium Securityholders at the Agrium Meeting in accordance with the Interim Order; (d) the PCS Articles of Arrangement and the Agrium Articles of Arrangement to be filed with the Director in accordance with this Agreement shall be in form and substance satisfactory to Anandia each of the Parties, acting reasonably; (e) each of the Key Regulatory Approvals shall have been made, given or obtained, and Auroraeach such Key Regulatory Approval shall be in full force and effect; (f) all Regulatory Approvals (other than the Key Regulatory Approvals) required to be obtained, or that the Parties mutually agree in writing to obtain in respect of the completion of the Arrangement, and the expiry of applicable waiting periods necessary to complete the Arrangement, shall have occurred or been obtained on terms and conditions acceptable to the Parties, each acting reasonably, and all applicable domestic and foreign statutory and regulatory waiting periods shall not have expired or have been set aside terminated and no unresolved material objection or modified in opposition shall have been filed, initiated or made, except where the failure or failures to obtain such Regulatory Approvals, or for the applicable waiting periods to have expired or terminated, would not be reasonably expected to have a manner unacceptable to Anandia or Aurora, each acting reasonably, Material Adverse Effect on appeal or otherwise.New Parent (after completion of the Arrangement); (dg) there the conditional approval to the listing of the New Parent Shares issuable pursuant to the Arrangement on the TSX, and approval, subject to official notice of issuance, of the listing of the New Parent Shares issuable pursuant to the Arrangement on the NYSE shall not be in force any Lawshave been obtained; (h) no act, rulingaction, suit, proceeding, objection, opposition, order or decree, and there injunction shall not have been any action taken under any Laws taken, entered or promulgated by any Governmental Entity or other regulatory authorityby any elected or appointed public official in Canada or elsewhere, that whether or not having the force of Law, and no Law, regulation, policy, judgment, decision, order, agreement between the Parties and a Governmental Entity to refrain from consummating the Arrangement, ruling or directive (whether or not having the force of Law) shall have been enacted, promulgated, amended or applied, which prevents, prohibits or makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with illegal or otherwise prohibits or enjoins PCS or Agrium from consummating the terms hereof; Arrangement, or that would be reasonably expected to have a Material Adverse Effect on New Parent (e) the TSX shall have conditionally approved the listing thereon after completion of the Aurora Shares to be issued pursuant to the Arrangement (including any Aurora Shares issuable upon the exercise or vesting of Replacement SecuritiesArrangement), subject in each case only to compliance with the usual requirements of the TSX, including customary post-closing deliveries; and (fi) holders of no more such number of PCS Shares and Agrium Shares that, in the aggregate, would constitute not greater than 5% of the Anandia number of New Parent Shares shall that would be outstanding following completion of the Arrangement (assuming for the purpose of calculating the outstanding number of New Parent Shares that there are no holders of PCS Shares or Agrium Shares who have exercised Dissent Rights. The foregoing conditions are for ) shall have validly exercised Dissent Rights that have not been withdrawn as of the mutual benefit of Aurora and Anandia and may be waived by mutual consent of Aurora and Anandia in writing at any timeEffective Date.

Mutual Conditions. The respective obligations of Anandia MPX, SpinCo, AcquisitionCo and Aurora iAnthus to complete the Arrangement are subject to the fulfillment of the following conditions at or before the Completion Deadline or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia MPX and AuroraiAnthus, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia MPX or AuroraiAnthus, each acting reasonably, on appeal or otherwise; (b) the Anandia MPX Continuance shall have been approved by the MPX Shareholders at the MPX Meeting; (c) the MPX Arrangement Resolution shall have been passed approved by the Anandia MPX Securityholders in accordance with the Interim Order; (cd) the Final Order shall have been granted in form and substance satisfactory to Anandia MPX and AuroraiAnthus, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia MPX or AuroraiAnthus, each acting reasonably, on appeal or otherwise.; (de) the Regulatory Approvals shall have been received; (i) SpinCo shall be validly existing under the laws of Ontario and all of the issued and outstanding shares of capital stock and other ownership interests in SpinCo shall be legally and beneficially owned by MPX free and clear of all Encumbrances. there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof; (e) the TSX shall have conditionally approved the listing thereon of the Aurora Shares to be issued pursuant to the Arrangement (including any Aurora Shares issuable upon the exercise or vesting of Replacement Securities), subject in each case only to compliance with the usual requirements of the TSX, including customary post-closing deliveries; and (f) holders of no more than 5% of the Anandia Shares shall have exercised Dissent Rights. The foregoing conditions are for the mutual benefit of Aurora and Anandia and may be waived by mutual consent of Aurora and Anandia in writing at any time.

Mutual Conditions. The respective obligations of Anandia Primero and Aurora Northgate to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe Parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties hereto, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Primero Shareholder Approval shall have been passed by obtained at the Anandia Securityholders Primero Meeting held in accordance with the provisions of BCBCA, the Interim OrderOrder and the requirements of any applicable regulatory authority; (c) the approval of the Northgate Shareholders with respect to the Northgate Resolution shall have been obtained in accordance with the provision of the TSX rules and the requirements of any other applicable regulatory authority; (d) the Court will have determined that the issuance of the Northgate Shares and Northgate Exchange Options to the Primero Shareholders and Primero Optionholders, respectively, pursuant to the Arrangement is fair to the Primero Shareholders and Primero Optionholders prior to issuing the Final Order and the Final Order shall state that the Arrangement is approved as being fair to the Primero Shareholders and Primero Optionholders and will otherwise have been granted in form and substance satisfactory to Anandia and Aurorathe Parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorasuch Parties, each acting reasonably, on appeal or otherwise.. In addition, the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended (the “1933 Act”), from the registration requirements otherwise imposed by such 1933 Act, regarding the distribution of securities of Northgate Minerals Corporation pursuant to the Plan of Arrangement”; (de) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Primero or Northgate; (eA) the TSX and NYSE Amex shall have conditionally approved the listing thereon thereon, subject to official notice of issuance, of the Aurora Northgate Shares to be issued pursuant to the Arrangement and the Northgate Shares which will be issuable pursuant to section 4.4 and section 4.5 of this Agreement after the Effective Date and (including any Aurora Shares issuable upon B) the exercise TSX shall have, if required, accepted notice for filing of all transactions of Primero and Northgate contemplated herein or vesting of Replacement Securities)necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSX; (g) (A) all consents, including customary postwaivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, in connection with, or required to permit, the completion of the Arrangement including, without limitation, the Laws of any jurisdiction which Northgate and Primero reasonably determine to be applicable, and (B) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Primero or Northgate or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each Party hereto; (h) the approval of the Mexican Federal Competition Commission (the “Mexican Anti-Trust Approval”) shall have been obtained; (i) the distribution of the Northgate Shares in Canada pursuant to the Arrangement and the distribution of the Northgate Shares upon exercise of the Primero Options and Primero Warrants is exempt from, or otherwise not subject to, registration and prospectus requirements of applicable Canadian securities Laws and, except with respect to persons deemed to be “control persons” or the equivalent under applicable Securities Laws, the Northgate Shares to be distributed in Canada pursuant to the Arrangement and pursuant to the exercise of the Primero Options and Primero Warrants are not subject to any resale restrictions under applicable Canadian securities Laws; (j) the Northgate Shares and Northgate Exchange Options to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to section 3(a)(10) thereof and, subject to any changes in U.S. securities laws subsequent to the date hereof, the resale of the Northgate Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the 1933 Act, except that the Northgate Shares and Northgate Exchange Options held by persons who are “affiliates” (as defined in Rule 144 under the 0000 Xxx) of Northgate after the Arrangement or who have been affiliates of Northgate within 90 days of the date of completion of the Arrangement may be resold by them only in compliance with the resale provisions of Rule 144 under the 1933 Act or as otherwise permitted under the 1933 Act; and (fk) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to section 7.3 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the Parties hereto and may be waived by mutual consent of Aurora Northgate and Anandia Primero in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 5.4 hereof, either Party hereto may terminate this Agreement by written notice to the other of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such terminating Party hereto.

Mutual Conditions. The respective obligations of Anandia Lexam VG Gold and Aurora XxXxxx Mining to complete the Arrangement and any other transactions contemplated by this Arrangement Agreement are subject to the fulfillment of the following conditions at or before the Completion Deadline or such other time as is specified belowEffective Time: (a) the Interim Order shall have been granted on terms consistent with this Arrangement Agreement and otherwise in form and substance satisfactory to Anandia and Auroraeach of the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Lexam VG Gold Shareholder Approval shall have been passed obtained at the Lexam VG Gold Meeting by the Anandia Securityholders Lexam VG Gold Shareholders in accordance with applicable Laws and the Interim Order; (c) the Final Order shall have been granted on terms consistent with this Arrangement Agreement and otherwise in form and substance satisfactory to Anandia and Auroraeach of the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties, each acting reasonably, on appeal or otherwise.; (d) there shall not be in force any Laws, rulingLaw, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity Entity, Canadian Securities Administrator, U.S. Securities Administrator or other regulatory authoritystock exchange, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation completion of the Arrangement in accordance with the terms hereofor any other transactions contemplated by this Arrangement Agreement; (e) (i) the XxXxxx Mining Shares to be issued in connection with the Arrangement will not be subject to any statutory hold or restricted period under the Applicable Securities Laws in Canada and will be freely tradable within Canada by the holders thereof, subject in each case to restrictions contained in Section 2.6(3) of National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators; (ii) assuming the compliance of Lexam VG Gold with the terms of this Arrangement Agreement, the XxXxxx Mining Shares to be issued in connection with the Arrangement shall be exempt from registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption; and (iii) the XxXxxx Mining Shares to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the 1933 Act (other than as may be prescribed by Rule 144 and Rule 145 under the 1933 Act). (i) the NYSE and the TSX shall have conditionally approved the listing thereon thereon, subject to the satisfaction of customary conditions required by each such stock exchange, of the Aurora XxXxxx Mining Shares to be issued pursuant to the Arrangement as of the Effective Date; and (including any Aurora Shares issuable upon ii) the exercise NYSE and the TSX shall have, if required, accepted notice for filing of all transactions of the Parties contemplated herein or vesting of Replacement Securities)necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the NYSE and the TSX, including customary post-closing deliveriesas the case may be; (g) all material consents, waivers, permits, exemptions, orders and approvals of any Governmental Entity and the expiry of any mandatory waiting periods under applicable Laws required to permit the completion of the Arrangement or any other transactions contemplated by this Arrangement Agreement shall have been obtained; and (fh) holders of no more than 5% of the Anandia Shares this Arrangement Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 8 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the Parties and may be waived by mutual consent of Aurora Lexam VG Gold and Anandia XxXxxx Mining in writing at any time.

Mutual Conditions. The respective obligations of Anandia and Aurora the Parties to complete the Arrangement transactions contemplated herein are subject to the fulfillment fulfilment of the following conditions at or before prior to the Completion Deadline or such other time as is specified belowEffective Time: (a) the Court has granted the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia Mercator and AuroraCreston, each acting reasonably, and shall the Interim Order has not have been set aside or modified in a manner unacceptable to Anandia Mercator or AuroraCreston, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement is not subject to the application of: (i) the formal valuation requirement; and (ii) minority approval requirement, pursuant to Multilateral Instrument 61-101-Special Transactions; (c) the Creston Shareholders have approved the Arrangement Resolution shall at the Meeting and, if required by law or the policies of the TSX or TSXV, the Creston Optionholders and the holders of the Creston Warrants have been passed by approved the Anandia Securityholders Arrangement, in accordance with the Interim Order, the notice of articles and articles of Creston and any applicable Laws, and the Arrangement Resolution has not been rescinded or amended; (cd) the Court has granted the Final Order shall have been granted Order, which order will find that the terms and conditions of the exchanges pursuant to the Arrangement are fair to the Creston Shareholders and will be in form and substance satisfactory to Anandia both Mercator and AuroraCreston, each acting reasonablyreasonably and having regard to this Agreement, and shall will not have been modified or set aside or modified in a manner that is unacceptable to Anandia Mercator or AuroraCreston, each acting reasonably, on appeal or otherwise.; (de) there shall not be no applicable Law is in force any Laws, ruling, order or decreeforce, and there shall not have no action has been any action taken under any applicable Laws or by any Governmental Entity or other regulatory authorityAuthority, that that: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein; or (ii) results in a judgement or assessment of damages, directly or indirectly, relating to the Arrangement or any other transactions contemplated herein which would have a material adverse effect on either Mercator or Creston; (f) all consents, waivers, permits, orders and approvals of any Governmental Authority or other person, and the expiry or termination of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement in accordance with Arrangement, the failure of which to obtain or the non-expiry or non-termination of which would have material adverse effect on either Mercator or Creston, or would prevent or delay the completion of the Arrangement, have been obtained or received on terms hereofsatisfactory to Mercator and Creston, acting reasonably, and evidence of the same satisfactory to Mercator and Creston, acting reasonably, has been delivered to each Party; (eg) the TSX shall have has conditionally approved the listing thereon of the Aurora Mercator Shares to be issued exchanged with Creston Shareholders pursuant to the Arrangement and the Mercator Shares issuable pursuant to the exercise of the Creston Options and the Creston Warrants in accordance with the Arrangement, subject only to such conditions, including the filing of documentation, as are acceptable to Mercator and Creston, acting reasonably; (h) the TSXV has accepted for filing the Arrangement in accordance with the TSXV Rules; (i) the distribution of the Mercator Shares in Canada pursuant to the Arrangement is exempt from registration and prospectus requirements of applicable Canadian Securities Laws and the Mercator Shares issuable pursuant to the exercise of the Creston Warrants and Creston Options in accordance with the Arrangement to be distributed in Canada pursuant to the Arrangement are not subject to any resale restrictions under applicable Canadian Securities Laws provided that: (i) the trade is not a control distribution (as defined in NI 45-102 – Resale of Securities); (ii) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade; (iii) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (iv) if the selling security holder is an insider or officer of Mercator the selling security holder has no reasonable grounds to believe that the Mercator in default of the securities legislation; (j) the issuance of the Mercator Shares pursuant to the Arrangement (including any Aurora other than the Mercator Shares issuable to be issued upon exercise of the exercise or vesting of Replacement Securities), subject Creston Options and the Creston Warrants in each case only to compliance accordance with the usual Plan of Arrangement) is exempt from registration requirements of under the TSX, including customary post-closing deliveriesU.S. Securities Act; and (fk) holders of no more than 5% of the Anandia Shares shall this Agreement will not have exercised Dissent Rightsbeen terminated pursuant to Article 10. The foregoing conditions precedent in this Section 5.1 are for the mutual benefit of Aurora and Anandia the Parties and may be waived, in whole or in part, at any time if waived by mutual consent both Parties, such waiver being without prejudice to any other rights that each Party may have. If any of Aurora such conditions precedent are not complied with or waived as aforesaid on or before the date required for the performance thereof, either of the Parties may, subject to Section 5.4, rescind and Anandia terminate this Agreement by written notice to the other Party and will have no other right or remedy, except as set forth in writing at any timeArticle 6, if applicable, or Article 10.

Mutual Conditions. The respective obligations of Anandia Xxxxxx and Aurora SEMAFO to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order Xxxxxx Shareholder Approval shall have been granted on terms consistent obtained at the Xxxxxx Meeting by the Xxxxxx Shareholders in accordance with this Agreement and in form and substance satisfactory to Anandia and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwisethe provisions of the OBCA; (b) the Anandia Arrangement Resolution shall have been passed by the Anandia Securityholders in accordance with the Interim Order; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwise. (d) there shall not be in force any LawsLaw, or final, binding, non-appealable ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that is final, binding or non-appealable that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement Amalgamation in accordance with the terms hereof; (ei) the TSX shall have conditionally approved the listing thereon of the Aurora SEMAFO Shares to be issued pursuant to the Arrangement (including any Aurora Shares issuable upon Amalgamation as of the exercise or vesting of Replacement Securities)Effective Date, subject in each case only to the satisfaction of customary listing conditions of the TSX, and (ii) the TSXV shall have, if required, accepted notice for filing of all transactions of the Parties contemplated herein or necessary to complete the Amalgamation, subject only to compliance with the usual requirements of the TSXTSXV; (d) all required Regulatory Approvals, including customary postthe failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Xxxxxx, or materially impede the completion of the Amalgamation (or if the Amalgamation was consummated, materially adversely affect SEMAFO or Amalco), shall have been obtained or received; (e) the Amalgamation Agreement shall be substantially in the form and content attached hereto as Schedule A; and (f) holders of no more than 5% of the Anandia Shares this Combination Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 8 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the Parties and may be waived by mutual consent of Aurora Xxxxxx and Anandia SEMAFO in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 6.04 hereof, any Party may terminate this Combination Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Combination Agreement by such rescinding Party.

Mutual Conditions. The respective obligations of Anandia Alamos and Aurora Richmont to complete the Arrangement are subject to the fulfillment of the following conditions at or before the Completion Deadline or such other time as is specified below: (a) each of the Interim Order and the Final Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia Alamos and AuroraRichmont, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia Alamos or AuroraRichmont, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution shall have been passed by the Anandia Securityholders Richmont Shareholders at the Richmont Meeting in accordance with the Interim Order; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwise. (d) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Alamos or Richmont; (ea) the TSX and NYSE shall have conditionally approved the listing thereon of the Aurora Alamos Shares to be issued pursuant to the Arrangement (including any Aurora Shares issuable upon the exercise or vesting of Replacement Securities)Arrangement, subject to official notice of issuance and satisfaction of the condition set forth in Section 5.1(e) below; (b) the Alamos Resolution shall have been passed by the Alamos Shareholders at the Alamos Meeting; (c) (A) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, in connection with, or required to permit, the completion of the Arrangement including the Laws of any jurisdiction which Alamos and Richmont reasonably determine to be applicable, including the Competition Act Approval, and (B) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to, have a Material Adverse Effect on Alamos or Richmont or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are satisfactory to Alamos and Richmont, each case only acting reasonably; (d) the distribution of the Alamos Shares in Canada pursuant to compliance with the usual Arrangement shall be exempt from, or otherwise not subject to, registration and prospectus requirements of applicable Canadian securities Laws and, except with respect to Persons deemed to be “control persons” or the TSXequivalent under applicable securities Laws, including customary post-closing deliveriesthe Alamos Shares to be distributed in Canada pursuant to the Arrangement shall not be subject to any resale restrictions under applicable Canadian securities Laws; and (fe) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Section 7.2 hereof. The foregoing conditions are for the mutual benefit of Aurora Alamos and Anandia Richmont and may be waived by mutual consent of Aurora Alamos and Anandia Richmont in writing at any time.

Mutual Conditions. The respective obligations of Anandia Glamis, Goldcorp and Aurora Goldcorp Subco to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe parties hereto, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Glamis Shareholder Approval shall have been passed obtained at the Glamis Meeting by the Anandia Securityholders Glamis Shareholders in accordance with the provisions of the BCBCA, the Interim OrderOrder and the requirements of any applicable regulatory authority; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurorathe parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorasuch parties, each acting reasonably, on appeal or otherwise.; (d) there shall not be in force any LawsLaw, ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Glamis or Goldcorp; (eA) the TSX shall have conditionally approved the listing thereon thereon, and the NYSE shall have authorized for listing, subject to official notice of issuance, of the Aurora Goldcorp Common Shares to be issued pursuant to the Arrangement (including any Aurora the Glamis Restricted Shares and the Goldcorp Common Shares which, as a result of the Arrangement, are issuable upon the exercise of the Goldcorp Converted Options) as of the Effective Date, or vesting as soon as possible thereafter, and (B) the TSX shall have, if required, accepted notice for filing of Replacement Securities)all transactions of Glamis contemplated herein or necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSXTSX and the NYSE, as applicable; (A) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity including customary postthe filing with the Federal Competition Commission of the United Mexican States and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement including, without limitation, the waiting period under the Competition Act, the HSR Act, and the laws of any other jurisdiction which Goldcorp and Glamis reasonably determine to be applicable, and (B) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Glamis Disclosure Letter or the Goldcorp Disclosure Letter), the failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Glamis, Goldcorp or Goldcorp Subco or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each party hereto; (g) the Goldcorp Common Shares to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements under Section 3(a)(10) of the 1933 Act and the Goldcorp Common Shares to be distributed in the United States pursuant to the Arrangement are not subject to resale restrictions in the United States under the 1933 Act, (other than as may be prescribed by Rule 144 and Rule 145 under the 1000 Xxx); and (fh) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 7 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the parties hereto and may be waived by mutual consent of Aurora Goldcorp and Anandia Glamis in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 5.04 hereof, any party hereto may terminate this Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding party hereto.

Mutual Conditions. The respective obligations of Anandia Northern Orion and Aurora Yamana to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe parties hereto, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Northern Orion Shareholder Approval shall have been passed by obtained at the Anandia Securityholders Northern Orion Meeting in accordance with the provisions of the BCBCA, the Interim Order, applicable Laws and the requirements of any applicable regulatory authority or any stock exchange; (c) not less than 66 2¤3% of the issued and outstanding Meridian Common Shares (calculated on a fully-diluted basis) shall have been deposited to the Meridian Offer and not withdrawn as of the time of expiry of the Meridian Offer, all other conditions to the Meridian Offer shall have been satisfied or waived and Yamana shall be obligated under applicable Law to take up and pay for such Meridian Shares; (d) if outside counsel advises Yamana that shareholders of Yamana are required to approve the Arrangement by any applicable law, any court order, any securities regulatory authority or any stock exchange, the shareholders of Yamana shall have approved the Arrangement at the Yamana Meeting and approved or consented to such other matters as Yamana shall consider necessary or desirable in connection with the Arrangement in the manner required thereby; (e) there shall have been no material change in the employment arrangements of any senior officer of Northern Orion or any subsidiary thereof from the date hereof and Northern Orion or any subsidiary thereof shall not have hired any additional senior officers; (f) the Effective Time shall be on or before the Completion Deadline; (g) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurorathe parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorasuch parties, each acting reasonably, on appeal or otherwise.; (dh) there shall not be in force any LawsLaw, ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Northern Orion or Yamana; (ei) (A) the TSX shall have conditionally approved the listing thereon thereon, and the NYSE and the LSE shall have authorized for listing, subject to official notice of issuance, of the Aurora Yamana Common Shares to be issued pursuant to the Arrangement (including any Aurora the Yamana Common Shares which, as a result of the Arrangement, are issuable upon the exercise of the Northern Orion Options and the Northern Orion Warrants) as of the Effective Date, or vesting as soon as possible thereafter (B) the TSX shall have approved the continued Listing thereon, of Replacement Securities)the Northern Orion Warrants, and (C) the TSX shall have, if required, accepted notice for filing of all transactions of Northern Orion and Yamana contemplated herein or necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSX, including customary postthe NYSE and the LSE, as applicable; (A) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations, filings and advisory requests with, any Governmental Entity, as set out in the Disclosure Memorandum shall have been obtained or received on terms that are reasonably satisfactory to each party hereto, (B) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Disclosure Memorandum) shall have been obtained or received on terms that are reasonably satisfactory to each party hereto, the failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Northern Orion or Yamana or materially impede the completion of the Arrangement; (k) the distribution of the Yamana securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and are not subject to resale restrictions under applicable Canadian securities laws (other than as applicable to control persons or pursuant to section 2.6 of Multilateral Instrument 45-102); (l) the Yamana securities to be issued in the United States in connection with the Arrangement shall be exempt from the registration requirements of the 1933 Act and exempt or otherwise registered under applicable state securities laws and, except with respect to persons deemed “affiliates” under the 1933 Act of Yamana or Northern Orion prior to completion of the Arrangement or “affiliates” of Yamana following completion of the Arrangement, the Yamana securities to be distributed in the United States pursuant to the Arrangement are not subject to resale restrictions in the United States under the 1933 Act and applicable state securites laws; and (fm) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 7 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the parties hereto and may be waived by mutual consent of Aurora Yamana and Anandia Northern Orion in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to 5.04 hereof, any party hereto may terminate this Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding party hereto.

Mutual Conditions. The respective obligations of Anandia and Aurora the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment fulfilment of each of the following conditions at or before the Completion Deadline or such other time as is specified belowprecedent: (a) the Interim Order shall will have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia Curis and AuroraTaseko, each acting reasonably, and shall will not have been set aside or modified in a manner unacceptable to Anandia or Aurorasuch Parties, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution shall Resolutions will have been passed approved and adopted by the Anandia Curis Securityholders at the Curis Meeting in accordance with the Interim Order; (c) the Final Order shall will have been granted in form and substance satisfactory to Anandia Curis and AuroraTaseko, each acting reasonably, and shall will not have been set aside or modified in a manner unacceptable to Anandia or Aurorasuch Parties, each acting reasonably, on appeal or otherwise.; (d) since the date of this Agreement, there shall not be in force any Laws, ruling, order or decree, and there shall will not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits material change in the consummation of the Arrangement in accordance with the terms hereofIndependent Valuation; (e) since the date of this Agreement, there will not have been any order (including a cease trade order), decree or judgment by any Governmental Entity, and no Law will have been enacted, promulgated, amended or applied, in each case that: (i) makes consummation of the Arrangement illegal; (ii) enjoins or prohibits the Transaction; or (iii) renders this Agreement unenforceable; (f) all required material consents, waivers, permits, orders and approvals of any Governmental Entity (including the TSX shall have conditionally approved and the listing thereon NYSE), and the expiry of any waiting periods in connection with or required to permit the consummation of the Aurora Transaction, will have been obtained or received on terms that will not have a Material Adverse Effect on Taseko or Curis and reasonably satisfactory evidence thereof will have been delivered to each Party; (g) the distribution pursuant to the Arrangement of Taseko Shares to the Curis Securityholders will be exempt from, or otherwise not subject to, the prospectus and registration requirements of Canadian Securities Laws, subject to resale restrictions under Section 2.6 of National Instrument 45-102 – Resale of Securities; and (h) the distribution pursuant to the Arrangement of Taseko Shares to Curis Securityholders will be exempt from registration requirements under the U.S. Securities Act pursuant to section 3(a)(10) under the U.S. Securities Act; (i) this Agreement will not have been terminated pursuant to Article 9; and (j) the Taseko Shares to be issued pursuant to the Arrangement (including any Aurora Shares issuable upon shall have been authorized for listing on the exercise or vesting of Replacement Securities)TSX and the NYSE, subject in each case only to compliance with the usual requirements official notice of the TSX, including customary post-closing deliveries; and (f) holders of no more than 5% of the Anandia Shares shall have exercised Dissent Rightsissuance. The foregoing conditions precedent are for the mutual benefit of Aurora Taseko and Anandia Curis and may be waived waived, in whole or in part, by mutual consent either of Aurora and Anandia in writing them at any time. If any of the said conditions precedent are not fulfilled or waived on or before the Termination Date, either Curis or Taseko may rescind and terminate this Agreement by written notice to the other (provided that such non-fulfilment did not principally arise from the failure of the Party purporting to rescind and terminate this Agreement to fulfil or perform any of its obligations under this Agreement) and will have no other right or remedy, except as set forth in Article 9.

Mutual Conditions. The respective obligations of Anandia Virginia and Aurora Osisko to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Virginia Shareholder Approval shall have been passed obtained at the Virginia Meeting by the Anandia Securityholders Virginia Shareholders in accordance with the provisions of the CBCA and the Interim Order; (c) the Osisko Shareholder Approval shall have been obtained at the Osisko Meeting by the Osisko Shareholders in accordance with the provisions of the QBCA; (d) the Final Order shall have been granted obtained in form and substance satisfactory to Anandia and Auroraeach of the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties, each acting reasonably, on appeal or otherwise.; (de) there shall not be in force any LawsLaw, or final, binding, non-appealable ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that is final, binding or non-appealable that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof; (ef) Competition Act Approval shall have been obtained if required; (g) the distribution of the Arrangement Consideration pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities); (i) the TSX shall have conditionally approved the listing thereon thereon, subject to official notice of issuance, of the Aurora Osisko Shares to be issued pursuant to the Arrangement as of the Effective Date, or as soon as possible thereafter, and (including any Aurora Shares issuable upon ii) the exercise TSX shall have, if required, accepted notice for filing of all transactions of Virginia contemplated herein or vesting of Replacement Securities)necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSX; (i) all consents, including customary postwaivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement; and (ii) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Virginia Disclosure Letter or the Osisko Disclosure Letter), in each case, the failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Virginia or Osisko or materially impede the completion of the Arrangement, shall have been obtained or received; (j) Osisko Shares to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and Osisko Shares to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the 1933 Act (other than as may be prescribed by Rule 144 and Rule 145 under the 1933 Act); and (fk) holders of no more than 5% of the Anandia Shares this Arrangement Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 8 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the Parties and may be waived by mutual consent of Aurora Virginia and Anandia Osisko in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 6.04 hereof, any Party may terminate this Arrangement Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding Party.

Mutual Conditions. The respective obligations of Anandia and Aurora the parties to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions or satisfaction, at or before the Completion Deadline or such Effective Time, of each of the following conditions, any of which may be waived collectively by them without prejudice to their right to rely on any other time as is specified belowcondition: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia Granite REIT and AuroraGranite GP, each acting reasonably, not later than April 30, 2024 or such later date as Granite REIT and Granite GP may agree and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, such parties on appeal or otherwise; (b) the Anandia Granite REIT Arrangement Resolution shall have been passed approved by the Anandia Securityholders requisite number of votes cast by the holders of Granite REIT Units at the Granite REIT Meeting, and the Granite GP Arrangement Resolution shall have been approved by the requisite number of votes cast by the holders of Granite GP Shares at the Granite GP Meeting, in accordance with the provisions of the Interim Order, the Granite REIT Declaration of Trust, the articles of Granite GP and any applicable regulatory requirements; (c) the a Final Order approving the Plan of Arrangement shall have been granted in form and substance satisfactory to Anandia Granite REIT and AuroraGranite GP, each acting reasonably, not later than June 30, 2024 or such later date as Granite REIT and Granite GP may agree and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, such parties on appeal or otherwise.; (d) there no material action or proceeding shall not be in force pending or threatened by any Lawsperson, rulingcompany, order firm, governmental authority, regulatory body or decree, agency and there shall not have been any be no action taken under any Laws applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated, announced, proposed or issued by any Governmental Entity court, department, commission, board, regulatory body, government or other regulatory authoritygovernmental authority or similar agency, that domestic or foreign, that: (i) makes it or seeks to make illegal or otherwise directly or indirectly restrains, enjoins or prohibits, or seeks to restrain, enjoin or prohibit the Arrangement or any other transactions contemplated herein or in the Plan of Arrangement; (ii) prohibits or ceases trading in, or imposes material limitations on the consummation trading of, Granite REIT Units, Granite GP Shares or Stapled Units, or seeks to do any of the Arrangement foregoing (other than, for greater certainty, with respect to provisions regarding the “stapling” and trading together of Granite REIT Units and Granite GP Shares as Stapled Units (unless an Existing Stapled Unit Event of Uncoupling occurs); or (iii) results in accordance with or seeks a judgment or assessment of material damages directly or indirectly relating to the terms hereoftransactions contemplated herein or in the Plan of Arrangement; (e) there shall not have occurred any change or proposed change in the income tax laws of Canada or the United States or any other jurisdiction, or the interpretation or administration thereof, which change would, as a consequence of the completion of the Arrangement, be material and adverse to Granite REIT or Granite GP (on a combined and consolidated basis, as applicable) or their respective unitholders or shareholders, as the case may be; (f) no breach or default or event of default will result under material debt contracts or indentures or other material agreements of Granite REIT or Granite GP or any of their respective subsidiary entities directly or indirectly relating to or as a result of the transactions contemplated herein or in the Plan of Arrangement; (g) all material regulatory consents, exemptions and approvals considered necessary or desirable by the parties with respect to the transactions contemplated under the Arrangement shall have been granted, completed or obtained including consents, exemptions and approvals from applicable securities regulatory authorities with respect to Granite REIT and from the TSX and the NYSE; (h) all material third party consents, waivers, exemptions and approvals and/or agreements or amendments or supplements to agreements or indentures, considered necessary or desirable by the parties with respect to the transactions contemplated under the Arrangement, including with respect to outstanding securities (if any) that are convertible into, or exercisable or exchangeable for, Stapled Units, shall have conditionally approved the listing thereon been entered into, completed or obtained prior to implementation of the Aurora Shares to Arrangement or will be issued pursuant to the Arrangement (including any Aurora Shares issuable upon the exercise entered into, completed or vesting of Replacement Securities), subject in each case only to compliance obtained concurrently with the usual requirements implementation of the TSX, including customary post-closing deliveriesArrangement; and (fi) holders of no more than 5% of the Anandia Shares Granite REIT Units shall have exercised Dissent Rights. The foregoing remain listed on the TSX and the NYSE, subject only to customary conditions are for the mutual benefit of Aurora acceptable to Granite REIT and Anandia and may be waived by mutual consent of Aurora and Anandia in writing at any timeGranite GP, acting reasonably.

Mutual Conditions. The respective obligations of Anandia each of Sellers and Aurora Buyer to complete effect the Arrangement are Closing shall be subject to the fulfillment following conditions, any one or more of the following conditions at which may be waived in writing by either of Sellers or before the Completion Deadline Buyer (as to itself): No order, injunction or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution shall have been passed by the Anandia Securityholders in accordance with the Interim Order; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwise. (d) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or decree issued by any Governmental Entity court or agency of competent jurisdiction or other regulatory authority, that makes it illegal legal restraint or otherwise directly or indirectly restrains, enjoins or prohibits prohibition preventing the consummation of the Arrangement transactions contemplated by this Agreement shall be in accordance with effect. No proceeding seeking an injunction against the terms hereof; (e) the TSX transactions contemplated by this Agreement shall be pending. No statute, rule, regulation, order, injunction or decree shall have conditionally approved the listing thereon been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the Aurora Shares transactions contemplated hereby; All Governmental Authority and/or regulatory approvals required to be issued pursuant consummate the transactions contemplated hereby (including, without limitation, required approvals from the insurance regulatory departments of the States of Michigan, New Jersey, Indiana, Florida, New York and, if applicable, California and Illinois) shall have been obtained (on terms mutually acceptable to Sellers and Buyer) and shall remain in full force and effect and all waiting periods in respect thereof shall have expired; Trilon Bancorp and Comerica Bank (the "Senior Lenders") shall have provided their consent to the Arrangement transactions contemplated hereunder (including any Aurora Shares issuable on terms mutually acceptable to Sellers and Buyer) and shall have released the Companies and their Subsidiaries from their guarantee obligations to the Senior Lenders; All approvals from third parties (other than as described in Section 8.3(b)) shall have been provided (on terms mutually acceptable to Sellers and Buyer); and Buyer and Sellers shall have mutually agreed upon the exercise manner (judicial or vesting of Replacement Securities), subject otherwise) in each case only to compliance with the usual requirements of the TSX, including customary post-closing deliveries; and (f) holders of no more than 5% of the Anandia Shares which Sellers shall have exercised Dissent Rights. The foregoing conditions are obtained approval for the mutual benefit of Aurora and Anandia and may be waived by mutual consent of Aurora and Anandia transactions contemplated hereunder, in writing at any time.the event a regular shareholder vote is not obtained. SURVIVAL OF REPRESENTATIONS, WARRANTIES,

Mutual Conditions. The respective obligations of Anandia Northern Orion and Aurora Yamana to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe parties hereto, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Northern Orion Shareholder Approval shall have been passed by obtained at the Anandia Securityholders Northern Orion Meeting in accordance with the provisions of the BCBCA, the Interim Order, applicable Laws and the requirements of any applicable regulatory authority or any stock exchange; (c) not less than 66 2x3% of the issued and outstanding Meridian Common Shares (calculated on a fully-diluted basis) shall have been deposited to the Meridian Offer and not withdrawn as of the time of expiry of the Meridian Offer, all other conditions to the Meridian Offer shall have been satisfied or waived and Yamana shall be obligated under applicable Law to take up and pay for such Meridian Shares; (d) if outside counsel advises Yamana that shareholders of Yamana are required to approve the Arrangement by any applicable law, any court order, any securities regulatory authority or any stock exchange, the shareholders of Yamana shall have approved the Arrangement at the Yamana Meeting and approved or consented to such other matters as Yamana shall consider necessary or desirable in connection with the Arrangement in the manner required thereby; (e) there shall have been no material change in the employment arrangements of any senior officer of Northern Orion or any subsidiary thereof from the date hereof and Northern Orion or any subsidiary thereof shall not have hired any additional senior officers; (f) the Effective Time shall be on or before the Completion Deadline; (g) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurorathe parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorasuch parties, each acting reasonably, on appeal or otherwise.; (dh) there shall not be in force any LawsLaw, ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Northern Orion or Yamana; (ei) (A) the TSX shall have conditionally approved the listing thereon thereon, and the NYSE and the LSE shall have authorized for listing, subject to official notice of issuance, of the Aurora Yamana Common Shares to be issued pursuant to the Arrangement (including any Aurora the Yamana Common Shares which, as a result of the Arrangement, are issuable upon the exercise of the Northern Orion Options and the Northern Orion Warrants) as of the Effective Date, or vesting as soon as possible thereafter (B) the TSX shall have approved the continued Listing thereon, of Replacement Securities)the Northern Orion Warrants, and (C) the TSX shall have, if required, accepted notice for filing of all transactions of Northern Orion and Yamana contemplated herein or necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSX, including customary postthe NYSE and the LSE, as applicable; (A) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations, filings and advisory requests with, any Governmental Entity, as set out in the Disclosure Memorandum shall have been obtained or received on terms that are reasonably satisfactory to each party hereto, (B) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Disclosure Memorandum) shall have been obtained or received on terms that are reasonably satisfactory to each party hereto, the failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Northern Orion or Yamana or materially impede the completion of the Arrangement; (k) the distribution of the Yamana securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and are not subject to resale restrictions under applicable Canadian securities laws (other than as applicable to control persons or pursuant to section 2.6 of Multilateral Instrument 45-102); (l) the Yamana securities to be issued in the United States in connection with the Arrangement shall be exempt from the registration requirements of the 1933 Act and exempt or otherwise registered under applicable state securities laws and, except with respect to persons deemed "affiliates" under the 1933 Act of Yamana or Northern Orion prior to completion of the Arrangement or "affiliates" of Yamana following completion of the Arrangement, the Yamana securities to be distributed in the United States pursuant to the Arrangement are not subject to resale restrictions in the United States under the 1933 Act and applicable state securites laws; and (fm) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 7 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the parties hereto and may be waived by mutual consent of Aurora Yamana and Anandia Northern Orion in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to 5.04 hereof, any party hereto may terminate this Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding party hereto.

Mutual Conditions. The respective obligations of Anandia and Aurora the parties hereto to complete consummate the Arrangement are shall be subject to the fulfillment satisfaction of the following conditions at on or before the Completion Deadline or such other time as is specified below:Effective Date: AMENDED AND RESTATED COMBINATION AGREEMENT 55 (a) the Interim Order Arrangement shall have been granted on terms consistent with this Agreement approved by the Westcoast Securityholders at the Westcoast Meeting in the manner required by applicable Laws (including any conditions imposed by the Interim Order); (b) the Interim Order and the Final Order shall each have been obtained in form and substance on terms satisfactory to Anandia each of Duke Energy and AuroraWestcoast, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorasuch parties, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution shall have been passed by the Anandia Securityholders in accordance with the Interim Order; (c) the Final Order Form S-3 shall have been granted become effective under the 1933 Act and no stop order suspending the effectiveness of the Form S-3 shall be in form effect and substance satisfactory to Anandia and Aurora, each acting reasonablyno proceedings for such purpose shall be pending before the SEC, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwise. (d) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof; (e) the TSX Duke Energy shall have conditionally approved received all United States state securities or "blue sky" authorizations necessary to issue the listing thereon of the Aurora Duke Energy Common Shares to be issued pursuant to the Arrangement or upon exchange for the Exchangeable Shares; (including d) no provision of any Aurora applicable Laws and no judgment, injunction, order or decree shall be in effect which restrains or enjoins or otherwise prohibits the consummation of the Arrangement or the transactions contemplated by this Agreement; (e) the Exchangeable Shares issuable upon pursuant to the exercise or vesting of Replacement Securities)Arrangement shall have been conditionally approved for listing on The Toronto Stock Exchange, subject in each case only to compliance with the usual requirements filing of required documentation, and the Duke Energy Common Shares issuable at the Effective Time pursuant to the Arrangement, upon exchange of the TSXExchangeable Shares from time to time and upon exercise of the Replacement Options from time to time shall have been approved for listing on The New York Stock Exchange, including customary post-closing deliveriessubject to official notice of issuance; and (f) holders the Appropriate Regulatory Approvals shall have been obtained and be in full force and effect and shall not be subject to any stop-order or proceeding seeking a stop-order or revocation; and (g) all other consents, waivers, permits, orders and approvals of no more than 5% any Governmental Entity, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Anandia Shares Arrangement, the failure to obtain which or the non-expiry of which would constitute a criminal offense, or would, individually or in the aggregate, have a Material Adverse Effect on Duke Energy or Westcoast after the Effective Time, shall have exercised Dissent Rights. The foregoing conditions are for the mutual benefit of Aurora and Anandia and may be waived by mutual consent of Aurora and Anandia in writing at any timebeen obtained or received.

Mutual Conditions. The respective obligations of Anandia Alamos and Aurora Argonaut to complete the Arrangement are subject to the fulfillment of the following conditions at or before the Completion Deadline or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia Alamos and AuroraArgonaut, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia Alamos or AuroraArgonaut, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution shall have been passed by the Anandia Securityholders Argonaut Shareholders in accordance with the Interim OrderOrder and the applicable provisions of the OBCA; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia Alamos and AuroraArgonaut, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or AuroraAlamos and Argonaut, each acting reasonably, on appeal or otherwise. In addition, the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Alamos and New Argonaut pursuant to the Plan of Arrangement.”; (d) holders of not greater than 5% of the outstanding Argonaut Shares shall have exercised Dissent Rights that have not been withdrawn as of the Effective Date; (e) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Alamos or Argonaut; (ef) the New Argonaut Contribution Agreement shall have been executed and delivered in escrow by the parties thereto; (g) the TSX and the NYSE shall have conditionally approved the listing thereon thereon, subject to customary conditions including official notice of issuance, of the Aurora Alamos Shares to be issued pursuant to the Arrangement; (h) the TSX or the TSX Venture Exchange, as applicable, shall have conditionally approved the listing on the TSX or the TSX Venture Exchange, as applicable, of the New Argonaut Shares to be issued pursuant to the Arrangement; (i) (A) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, in connection with, or required to permit, the completion of the Arrangement including the Required Regulatory Approvals and any other Laws of any jurisdiction which Alamos and Argonaut reasonably determine to be applicable, and (including any Aurora B) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements shall have been obtained or received (and not have been rescinded) on terms that are reasonably satisfactory to Alamos and Argonaut, each acting reasonably; (j) the distribution of the Alamos Shares issuable upon in Canada pursuant to the exercise Arrangement is exempt from, or vesting of Replacement Securities)otherwise not subject to, subject in each case only to compliance with the usual registration and prospectus requirements of applicable Canadian securities Laws and, except with respect to Persons deemed to be “control persons” or the TSXequivalent under applicable securities Laws, including customary post-closing deliveriesthe Alamos Shares to be distributed in Canada pursuant to the Arrangement are not subject to any resale restrictions under applicable Canadian securities Laws; (k) the TSX shall have approved this Agreement and the Arrangement; (l) each of the directors and officers of the Argonaut Entities shall have executed resignations and mutual releases with Argonaut, in a form acceptable to each of Argonaut and Xxxxxx, each acting reasonably; (m) this Agreement shall not have been terminated pursuant to Section 7.2 hereof; and (fn) holders of no more than 5% of the Anandia Shares Alamos FCMI NSR Agreement shall have exercised Dissent Rightsbeen executed and delivered by the parties thereto. The foregoing conditions are for the mutual benefit of Aurora Alamos and Anandia Argonaut and may be waived by mutual consent of Aurora Alamos and Anandia Argonaut in writing at any time.

Mutual Conditions. The respective obligations of Anandia the Parties to consummate the transactions contemplated hereby, and Aurora to complete in particular the Arrangement Arrangement, are subject to the fulfillment of the following conditions at satisfaction, on or before the Completion Deadline Effective Date or such other time as is specified belowspecified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted obtained on terms consistent with this Agreement the Arrangement and in form and substance satisfactory to Anandia and Auroraeach of the Parties, each acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Anandia or Auroraeither of the Parties, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution shall have been passed by the Anandia Securityholders IPL Shareholders at the IPL Shareholders' Meeting in accordance with the Interim Order; (c) the Pembina Resolution shall have been passed by the requisite majority of Pembina Shareholders at the Pembina Shareholders' Meeting; (d) the Final Order shall have been granted obtained on terms consistent with the Arrangement and in form and substance satisfactory to Anandia and Auroraeach of the Parties, each acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Anandia or Auroraeither of the Parties, each acting reasonably, on appeal or otherwise.; (de) there each Key Regulatory Approval shall not have been made, given, obtained or occurred, as the case may be, and any such approval shall be in full force any Laws, ruling, order or decree, and there effect and shall not have been modified or invalidated in any action taken under manner; (f) all Regulatory Approvals (other than the Key Regulatory Approvals) shall have been made, given, obtained or occurred, as the case may be, and any Laws such approval shall be in full force and effect and shall not have been modified or invalidated in any manner, except where the failure or failures to obtain such Regulatory Approvals, or for the applicable waiting periods to have expired or terminated, would not be reasonably expected to have a Material Adverse Effect in respect of either Pembina (either before or after the completion of the Arrangement) or IPL; (g) the conditional approval to the listing of the Pembina Common Shares issuable pursuant to the Arrangement on the TSX, and approval, subject to official notice of issuance, of the listing of the Pembina Common Shares issuable pursuant to the Arrangement on the NYSE, shall have been obtained; (h) other than in respect of a hold separate or similar interim arrangement agreed to by Pembina or ordered by a Governmental Entity as contemplated by Section 5.4(d), no Law (whether temporary, preliminary or permanent) shall be in effect or shall have been enacted, promulgated, amended or applied by any Governmental Entity, which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Pembina or IPL from consummating the Arrangement, or that would be reasonably expected to have a Material Adverse Effect in respect of either Pembina (either before or after the completion of the Arrangement) or IPL; and (i) other than in relation to the Competition Act Approval, no act, action, suit, proceeding, objection, opposition, order or injunction shall have been taken, entered or promulgated by any Governmental Entity or other regulatory authorityby any elected or appointed public official in Canada or elsewhere, that whether or not having the force of Law, which prevents, prohibits or makes it illegal (or otherwise directly which would reasonably be expected to prevent, prohibit or indirectly restrains, enjoins or prohibits make) the consummation of the Arrangement illegal or otherwise prohibit or enjoin Pembina from consummating the Arrangement or that would be reasonably expected to have a Material Adverse Effect in accordance with respect of either Pembina (either before or after the terms hereof; (e) the TSX shall have conditionally approved the listing thereon completion of the Aurora Shares to be issued pursuant to the Arrangement (including any Aurora Shares issuable upon the exercise Arrangement) or vesting of Replacement Securities), subject in each case only to compliance with the usual requirements of the TSX, including customary post-closing deliveries; and (f) holders of no more than 5% of the Anandia Shares shall have exercised Dissent Rights. The foregoing conditions are for the mutual benefit of Aurora and Anandia and may be waived by mutual consent of Aurora and Anandia in writing at any timeIPL.

Mutual Conditions. The respective obligations of Anandia Silver Quest, Spinco and Aurora New Gold to complete the Arrangement transactions contemplated in this Agreement are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe parties to this Agreement, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe parties to this Agreement, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Silver Quest Shareholder Approval shall have been passed by obtained at the Anandia Securityholders Silver Quest Meeting in accordance with the provisions of the BCBCA, the Interim OrderOrder and the requirements of any applicable Law; (c) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the Silver Quest Securityholders and the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurorathe parties to this Agreement, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe parties to this Agreement, each acting reasonably, on appeal or otherwise.; (d) the distribution of Silver Quest Common Shares, Class A Shares, Spinco Shares and New Gold Common Shares to Silver Quest Securityholders as described in the Plan of Arrangement is exempt from the registration requirements of the 1933 Act; (e) there shall not be in force any LawsLaw, ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Silver Quest or New Gold; (ef) the TSX TSX-V shall have have, if required, conditionally approved the listing thereon accepted notice for filing of the Aurora Shares all transactions of Silver Quest contemplated herein or necessary to be issued pursuant to complete the Arrangement (including any Aurora Shares issuable upon which for avoidance of doubt, does not include conditional acceptance of the exercise or vesting listing of Replacement SecuritiesSpinco Shares), subject in each case only to compliance with the usual requirements customary conditions of the TSX-V; (g) (A) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement; and (B) all third party and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Silver Quest, taken as a whole, or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each party to this Agreement; (h) the New Gold Common Shares to be issued to Silver Quest Shareholders (including the New Gold Common Shares issuable upon the exchange of Silver Quest Common Shares issued to holders of Silver Quest Options in the Arrangement) and to be made issuable to Silver Quest Warrantholders in connection with the Transaction shall have been conditionally approved for listing on the TSX subject to official notice of issuance and other customary postconditions; (i) the distribution of the securities pursuant to the Transaction shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities Laws (other than as applicable to “control persons” as such term is defined under Canadian securities laws or pursuant to Section 2.6 of National Instrument 45-closing deliveries102); and (fj) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 7. The foregoing conditions are for the mutual benefit of Aurora and Anandia the parties to this Agreement and may be waived by mutual consent of Aurora New Gold, Spinco and Anandia Silver Quest in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.04, any party to this Agreement may terminate this Agreement by written notice to the others in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding party hereto.

Mutual Conditions. The respective obligations of Anandia Gold Eagle and Aurora Goldcorp to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe parties hereto, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Gold Eagle Shareholder Approval shall have been passed obtained at the Gold Eagle Meeting by the Anandia Securityholders Gold Eagle Shareholders in accordance with the provisions of the OBCA, the Interim OrderOrder and the requirements of any applicable regulatory authority; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurorathe parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe parties hereto, each acting reasonably, on appeal or otherwise.; (d) there shall not be in force any LawsLaw, ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Gold Eagle or Goldcorp; (eA) the TSX shall have conditionally approved the listing thereon and the NYSE shall have authorized the listing thereon, subject to official notice of issuance, of the Aurora Goldcorp Common Shares to be issued pursuant to the Arrangement as of the Effective Date, or as soon as possible thereafter, and (including any Aurora Shares issuable upon B) the exercise TSX shall have, if required, accepted notice for filing of all transactions of Gold Eagle contemplated herein or vesting of Replacement Securities)necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSX; (A) all consents, including customary postwaivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement; (B) the Commissioner of Competition shall have issued an Advance Ruling Certificate in accordance with section 102 of the Competition Act (and such certificate shall not have been rescinded) or the waiting period under Part IX of the Competition Act shall have expired, been terminated or have been waived in accordance with the Competition Act and the Commissioner shall have advised Gold Eagle and Goldcorp in writing (which advice shall not have been rescinded or amended) that she is of the view that, at that time, grounds do not exist to initiate proceedings before the Competition Tribunal under the merger provisions of the Competition Act; and (C) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Gold Eagle Disclosure Letter or the Goldcorp Disclosure Letter), the failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Gold Eagle or Goldcorp or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each party hereto; (g) the Goldcorp Common Shares to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements under Section 3(a)(10) of the 1933 Act or other applicable exemption from registration under the 1933 Act and the Goldcorp Common Shares to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the 1933 Act, (other than as may be prescribed by Rule 144 and Rule 145 under the 0000 Xxx); and (fh) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 7 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the parties hereto and may be waived by mutual consent of Aurora Goldcorp and Anandia Gold Eagle in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 5.04 hereof, any party hereto may terminate this Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding party hereto.

Mutual Conditions. The respective obligations of Anandia Xxxx and Aurora Xxxxxxxx to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) subject to Section 2.02, the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Alio Shareholder Approval and the Alio Securityholder Approval shall have been passed by obtained at the Anandia Securityholders Alio Meeting in accordance with the provisions of the BCBCA and the Interim Order; (c) the Argonaut Shareholder Approval shall have been obtained at the Argonaut Meeting by the Argonaut Shareholders in accordance with the provisions of the OBCA; (d) the Final Order shall have been granted obtained in form and substance satisfactory to Anandia and Auroraeach of the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties, each acting reasonably, on appeal or otherwise.; (de) there shall not be in force any LawsLaw, or final, binding, non-appealable ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that is final, binding or non-appealable that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof; (ef) Competition Act Approval shall have been obtained if required; (g) the Parties shall have received, from the Federal Economic Competition Commission (Comisión Federal de Competencia Económica – COFECE) a resolution unconditionally approving the transaction under the Federal Law of Economic Competition, if required; (h) the distribution of the Arrangement Consideration pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities); (i) (i) the TSX shall have conditionally approved the listing thereon thereon, subject to official notice of issuance, of the Aurora Argonaut Shares to be issued pursuant to the Arrangement as of the Effective Date, or as soon as possible thereafter, and (including any Aurora Shares issuable upon ii) the exercise TSX shall have, if required, accepted notice for filing of all transactions of Alio contemplated herein or vesting of Replacement Securities)necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSX; (i) all consents, including customary post-closing deliverieswaivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement; and (fii) holders all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Alio Disclosure Letter or the Argonaut Disclosure Letter), in each case, the failure of no more than 5% which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Alio or Argonaut or materially impede the completion of the Anandia Shares Arrangement, shall have exercised Dissent Rightsbeen obtained or received; (k) Argonaut Securities to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and Argonaut Shares to be distributed pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the 1933 Act (other than as may be prescribed by Rule 144 under the 1933 Act in respect of affiliates of Argonaut); and (l) this Arrangement Agreement shall not have been terminated pursuant to Article 8 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the Parties and may be waived by mutual consent of Aurora Xxxx and Anandia Xxxxxxxx in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 6.04 hereof, any Party may terminate this Arrangement Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding Party.

Mutual Conditions. The respective obligations of Anandia Lexam VG Gold and Aurora XxXxxx Mining to complete the Arrangement and any other transactions contemplated by this Arrangement Agreement are subject to the fulfillment of the following conditions at or before the Completion Deadline or such other time as is specified belowEffective Time: (a) the Interim Order shall have been granted on terms consistent with this Arrangement Agreement and otherwise in form and substance satisfactory to Anandia and Auroraeach of the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Lexam VG Gold Shareholder Approval shall have been passed obtained at the Lexam VG Gold Meeting by the Anandia Securityholders Lexam VG Gold Shareholders in accordance with applicable Laws and the Interim Order; (c) the Final Order shall have been granted on terms consistent with this Arrangement Agreement and otherwise in form and substance satisfactory to Anandia and Auroraeach of the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties, each acting reasonably, on appeal or otherwise.; (d) there shall not be in force any Laws, rulingLaw, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity Entity, Canadian Securities Administrator, U.S. Securities Administrator or other regulatory authoritystock exchange, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation completion of the Arrangement or any other transactions contemplated by this Arrangement Agreement; (i) the XxXxxx Mining Shares to be issued in accordance connection with the Arrangement will not be subject to any statutory hold or restricted period under the Applicable Securities Laws in Canada and will be freely tradable within Canada by the holders thereof, subject in each case to restrictions contained in Section 2.6(3) of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators; (ii) assuming the compliance of Lexam VG Gold with the terms hereof;of this Arrangement Agreement, the XxXxxx Mining Shares to be issued in connection with the Arrangement shall be exempt from registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption; and (iii) the XxXxxx Mining Shares to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the 1933 Act (other than as may be prescribed by Rule 144 and Rule 145 under the 1933 Act). (ei) the NYSE and the TSX shall have conditionally approved the listing thereon thereon, subject to the satisfaction of customary conditions required by each such stock exchange, of the Aurora XxXxxx Mining Shares to be issued pursuant to the Arrangement as of the Effective Date; and (including any Aurora Shares issuable upon ii) the exercise NYSE and the TSX shall have, if required, accepted notice for filing of all transactions of the Parties contemplated herein or vesting of Replacement Securities)necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the NYSE and the TSX, including customary post-closing deliveriesas the case may be; (g) all material consents, waivers, permits, exemptions, orders and approvals of any Governmental Entity and the expiry of any mandatory waiting periods under applicable Laws required to permit the completion of the Arrangement or any other transactions contemplated by this Arrangement Agreement shall have been obtained; and (fh) holders of no more than 5% of the Anandia Shares this Arrangement Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 8 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the Parties and may be waived by mutual consent of Aurora Lexam VG Gold and Anandia XxXxxx Mining in writing at any time.

Mutual Conditions. The respective obligations of Anandia the Parties to consummate the transactions contemplated hereby, and Aurora to complete in particular the Arrangement Arrangement, are subject to the fulfillment of the following conditions at satisfaction, on or before the Completion Deadline Effective Date or such other time as is specified belowspecified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia each of Purchaser and AuroraCE Franklin, each acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Anandia either of Purchaser or AuroraCE Franklin, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution shall have been passed by the Anandia Securityholders CE Franklin Shareholders in accordance with the Interim Order; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia Purchaser and AuroraCE Franklin, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia either of Purchaser or AuroraCE Franklin, each acting reasonably, on appeal or otherwise.; (d) there shall not the Articles of Arrangement to be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits filed with the consummation of the Arrangement Registrar in accordance with the terms hereofthis Agreement shall be in form and substance satisfactory to each of Purchaser and CE Franklin, acting reasonably; (e) either one or more of the TSX following shall have conditionally approved occurred (the listing thereon "Competition Act Approval"): (i) the applicable waiting period under section 123 of the Aurora Shares Competition Act shall have expired or been terminated or waived, and the Commissioner has issued a letter to the Parties indicating that she does not intend at that time to make an application under Section 92 of the Competition Act precluding completion of the Arrangement contemplated by the Agreement and any terms and conditions attached to any such letter shall be acceptable to each of Purchaser and CE Franklin, acting reasonably; or (ii) the Commissioner shall have issued an advance ruling certificate pursuant to Section 102 of the Competition Act in respect of the Arrangement (including any Aurora Shares issuable upon the exercise or vesting contemplated by this Agreement in form and substance acceptable to each of Replacement Securities)Purchaser and CE Franklin, subject in each case only to compliance with the usual requirements of the TSX, including customary post-closing deliveriesacting reasonably; and (f) holders of no more there shall not be pending (or, with respect to any suit, action or proceeding by any Governmental Entity, threatened in writing), any suit, action or proceeding (i) by any Person other than 5% a Governmental Entity which in the judgement of the Anandia Shares Parties has a reasonable likelihood of success, or (ii) by any Governmental Entity seeking to prohibit, restrict or materially delay the acquisition by Purchaser or Acquisitionco of any CE Franklin Shares, seeking to restrain or prohibit the consummation of the Arrangement or seeking to obtain from CE Franklin any material damages directly or indirectly in connection with the Arrangement and no Law shall have exercised Dissent Rights. The foregoing conditions are for been enacted, promulgated or issued which would prohibit or prevent the mutual benefit completion of Aurora and Anandia and may be waived by mutual consent of Aurora and Anandia in writing at any timethe Arrangement.

Mutual Conditions. The respective obligations of Anandia ICC and Aurora to complete the Arrangement are subject to the fulfillment of the following conditions at or before the Completion Deadline or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia ICC and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia ICC or Aurora, each acting reasonably, on appeal or otherwise; (b) the Anandia ICC Arrangement Resolution shall have been passed by the Anandia Securityholders ICC Shareholders in accordance with the Interim Order; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia ICC and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia ICC or Aurora, each acting reasonably, on appeal or otherwise. (d) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof; (e) the consent and approval of Aurora’s lenders under the Aurora Credit Agreement to the completion of the Arrangement (to the extent required thereunder in compliance with the terms thereof in order to complete the Arrangement) shall have been obtained on terms and conditions satisfactory to Aurora and ICC, each acting reasonably; (f) the issuance of Aurora Shares issuable pursuant to the Arrangement shall be exempt from registration requirements under the Section 3(a)(10) Exemption; and (g) the TSX shall have conditionally approved the listing thereon of the Aurora Shares to be issued pursuant to the Arrangement (including any Aurora Shares issuable upon the exercise or vesting conversion of Replacement SecuritiesICC Compensation Options or ICC Warrants), subject in each case only to compliance with the usual requirements of the TSX, including customary post-closing deliveries; and (f) holders of no more than 5% of the Anandia Shares shall have exercised Dissent Rights. The foregoing conditions are for the mutual benefit of Aurora and Anandia ICC and may be waived by mutual consent of Aurora and Anandia ICC in writing at any time.

Mutual Conditions. The respective obligations of Anandia Primero and Aurora Northgate to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe Parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties hereto, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Primero Shareholder Approval shall have been passed by obtained at the Anandia Securityholders Primero Meeting held in accordance with the provisions of BCBCA, the Interim OrderOrder and the requirements of any applicable regulatory authority; (c) the approval of the Northgate Shareholders with respect to the Northgate Resolution shall have been obtained in accordance with the provision of the TSX rules and the requirements of any other applicable regulatory authority; (d) the Court will have determined that the issuance of the Northgate Shares and Northgate Exchange Options to the Primero Shareholders and Primero Optionholders, respectively, pursuant to the Arrangement is fair to the Primero Shareholders and Primero Optionholders prior to issuing the Final Order and the Final Order shall state that the Arrangement is approved as being fair to the Primero Shareholders and Primero Optionholders and will otherwise have been granted in form and substance satisfactory to Anandia and Aurorathe Parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorasuch Parties, each acting reasonably, on appeal or otherwise.. In addition, the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended (the “1933 Act”), from the registration requirements otherwise imposed by such 1933 Act, regarding the distribution of securities of Northgate Minerals Corporation pursuant to the Plan of Arrangement”; (de) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Primero or Northgate; (eA) the TSX and NYSE Amex shall have conditionally approved the listing thereon thereon, subject to official notice of issuance, of the Aurora Northgate Shares to be issued pursuant to the Arrangement and the Northgate Shares which will be issuable pursuant to section 4.4 and section 4.5 of this Agreement after the Effective Date and (including any Aurora Shares issuable upon B) the exercise TSX shall have, if required, accepted notice for filing of all transactions of Primero and Northgate contemplated herein or vesting of Replacement Securities)necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSX; (A) all consents, including customary postwaivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, in connection with, or required to permit, the completion of the Arrangement including, without limitation, the Laws of any jurisdiction which Northgate and Primero reasonably determine to be applicable, and (B) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Primero or Northgate or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each Party hereto; (h) the approval of the Mexican Federal Competition Commission (the “Mexican Anti-Trust Approval”) shall have been obtained; (i) the distribution of the Northgate Shares in Canada pursuant to the Arrangement and the distribution of the Northgate Shares upon exercise of the Primero Options and Primero Warrants is exempt from, or otherwise not subject to, registration and prospectus requirements of applicable Canadian securities Laws and, except with respect to persons deemed to be “control persons” or the equivalent under applicable Securities Laws, the Northgate Shares to be distributed in Canada pursuant to the Arrangement and pursuant to the exercise of the Primero Options and Primero Warrants are not subject to any resale restrictions under applicable Canadian securities Laws; (j) the Northgate Shares and Northgate Exchange Options to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to section 3(a)(10) thereof and, subject to any changes in U.S. securities laws subsequent to the date hereof, the resale of the Northgate Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the 1933 Act, except that the Northgate Shares and Northgate Exchange Options held by persons who are “affiliates” (as defined in Rule 144 under the 0000 Xxx) of Northgate after the Arrangement or who have been affiliates of Northgate within 90 days of the date of completion of the Arrangement may be resold by them only in compliance with the resale provisions of Rule 144 under the 1933 Act or as otherwise permitted under the 1933 Act; and (fk) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to section 7.3 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the Parties hereto and may be waived by mutual consent of Aurora Northgate and Anandia Primero in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 5.4 hereof, either Party hereto may terminate this Agreement by written notice to the other of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such terminating Party hereto.

Mutual Conditions. The respective obligations of Anandia Alamos and Aurora Carlisle to complete the Arrangement are subject to the fulfillment of the following conditions at or before the Completion Deadline or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia Alamos and AuroraCarlisle, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia Alamos or AuroraCarlisle, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution shall have been passed by the Anandia Securityholders Carlisle Shareholders in accordance with the Interim Order; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia Alamos and AuroraCarlisle, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or AuroraAlamos and Carlisle, each acting reasonably, on appeal or otherwise.; (d) holders of not greater than 5% of the outstanding Carlisle Shares shall have exercised Dissent Rights that have not been withdrawn as of the Effective Date; (e) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Alamos or Carlisle; (ef) the Alamos Arrangement Warrants shall have been conditionally approved for listing on the TSX; (g) the TSX and NYSE shall have conditionally approved the listing thereon thereon, subject to official notice of issuance, of the Aurora Alamos Shares to be issued pursuant to the Arrangement (Arrangement, including any Aurora Alamos Shares issuable to be issued upon the exercise of Alamos Arrangement Warrants and Alamos Shares to be issued upon exercise of Carlisle Options and Carlisle Warrants and upon exercise of Alamos Arrangement Warrants issuable thereunder; (A) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, in connection with, or vesting required to permit, the completion of Replacement Securities)the Arrangement including the Laws of any jurisdiction which Alamos and Carlisle reasonably determine to be applicable, and (B) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Alamos or Carlisle or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to Alamos and Carlisle, each acting reasonably; (i) the distribution of the Alamos Shares and Alamos Arrangement Warrants in Canada pursuant to the Arrangement and the distribution of the Alamos Shares in Canada upon exercise of the Alamos Arrangement Warrants is exempt from, or otherwise not subject in each case only to compliance with the usual to, registration and prospectus requirements of applicable Canadian securities Laws and, except with respect to Persons deemed to be “control persons” or the TSXequivalent under applicable securities Laws, including customary post-closing deliveriesthe Alamos Shares and Alamos Arrangement Warrants to be distributed in Canada pursuant to the Arrangement or the Alamos Shares to be distributed in Canada pursuant to the exercise of the Alamos Arrangement Warrants are not subject to any resale restrictions under applicable Canadian securities Laws; and (fj) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Section 7.2 hereof. The foregoing conditions are for the mutual benefit of Aurora Alamos and Anandia Carlisle and may be waived by mutual consent of Aurora Alamos and Anandia Carlisle in writing at any time.

Mutual Conditions. The respective obligations of Anandia Mountain Lake, Spinco and Aurora Marathon Gold to complete the Arrangement transactions contemplated in this Agreement are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe Parties to this Agreement, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties to this Agreement, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Mountain Lake Securityholder Approval shall have been passed by obtained at the Anandia Securityholders Mountain Lake Meeting in accordance with the provisions of the BCBCA, the Interim Order, the requirements of any applicable Governmental Entity or other regulatory authority and the requirements of any applicable Law; (c) the approval of the Arrangement by the shareholders of Marathon Gold following the Marathon Gold Meeting or any adjournment thereof shall have been obtained in accordance with the provision of the TSX rules and the requirements of any other applicable regulatory authority; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the Mountain Lake Securityholders and the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurorathe Parties to this Agreement, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties to this Agreement, each acting reasonably, on appeal or otherwise.; (de) the distribution of Class A Shares, Spinco Shares and Marathon Gold Common Shares to Mountain Lake Shareholders as described in the Plan of Arrangement is exempt from the registration requirements of the 1933 Act; (f) there shall not be in force any LawsLaw, ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Mountain Lake or Marathon Gold; (eg) the TSX TSX-V shall have have, if required, conditionally approved the listing thereon accepted notice for filing of the Aurora Shares all transactions of Mountain Lake contemplated herein or necessary to be issued pursuant to complete the Arrangement (including any Aurora Shares issuable upon which for avoidance of doubt, does not include conditional acceptance of the exercise or vesting listing of Replacement SecuritiesSpinco Shares), subject in each case only to compliance with the usual requirements customary conditions of the TSX-V; (A) all consents, including customary postwaivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement; and (B) all third party and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non- expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Mountain Lake, taken as a whole, or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each Party to this Agreement; (i) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities Laws (other than as applicable to “control persons” as such term is defined under Canadian securities laws or pursuant to Section 2.6 of National Instrument 45-closing deliveries102); and (fj) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article VII. The foregoing conditions are for the mutual benefit of Aurora and Anandia the Parties to this Agreement and may be waived by mutual consent of Aurora Marathon Gold, Spinco and Anandia Mountain Lake in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, any Party to this Agreement may terminate this Agreement by written notice to the others in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding Party hereto.

Mutual Conditions. The respective obligations of Anandia and Aurora the parties hereto to complete consummate the Arrangement are shall be subject to the fulfillment satisfaction or waiver of the following conditions at on or before the Completion Deadline or such other time as is specified belowEffective Date: (a) the Interim Order Arrangement shall have been granted on terms consistent with this Agreement approved by the Xxxxxxxx Shareholders at the Xxxxxxxx Meeting in the manner required by its constating documents or Applicable Laws (including any conditions imposed by the Interim Order); (b) the Interim Order and the Final Order shall each have been obtained in form and substance on terms satisfactory to Anandia each of Tarsis and AuroraXxxxxxxx, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorasuch parties, each acting reasonably, on appeal or otherwise; (botherwise and the Final Order will contain a statement to the following effect: “This Order will serve as a basis of a claim to an exemption pursuant to Section 3(a)(10) of the Anandia Arrangement Resolution shall have been passed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the Anandia Securityholders in accordance with distribution of securities of Tarsis Resources Ltd. pursuant to the Interim Order;Plan of Arrangement.” (c) the Final Order shall have been granted in form no provision of any Applicable Laws and substance satisfactory to Anandia and Aurorano judgment, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwise. (d) there shall not be in force any Laws, rulinginjunction, order or decree, and there decree shall not have been any action taken under any Laws be in effect which restrains or by any Governmental Entity or other regulatory authority, that makes it illegal enjoins or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement or the transactions contemplated by this Agreement; (d) the Tarsis Shares issuable at the Effective Time pursuant to the Arrangement shall be issued pursuant to exemptions from the registration and prospectus requirements of Canadian Applicable Laws and issued in accordance with a transaction exempt from the terms hereofregistration requirements of the U.S. Securities Act and such shares shall have been conditionally approved for listing on the TSX-V subject only to the customary listing conditions of the TSX-V; (e) the TSX Appropriate Regulatory Approvals shall have conditionally approved the listing thereon of the Aurora Shares to been obtained and be issued pursuant to the Arrangement (including any Aurora Shares issuable upon the exercise or vesting of Replacement Securities), subject in each case only to compliance with the usual requirements of the TSX, including customary post-closing deliveries; andfull force and effect; (f) holders all other consents, waivers, permits, orders and approvals of no more than 5% any Governmental Entity, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Anandia Shares Arrangement, the failure to obtain which or the non-expiry of which would constitute a criminal offense, or would, individually or in the aggregate, have a Material Adverse Effect on Tarsis or Xxxxxxxx after the Effective Time, shall have exercised Dissent Rights. The foregoing conditions are for the mutual benefit of Aurora and Anandia and may be waived by mutual consent of Aurora and Anandia in writing at any timebeen obtained or received.

Mutual Conditions. The respective obligations of Anandia Corporation and Aurora Offeror to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe parties hereto, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Corporation Shareholder Approval shall have been passed obtained at the Corporation Meeting by the Anandia Securityholders Corporation Shareholders in accordance with the provisions of the BCBCA, the Interim OrderOrder and the requirements of any applicable regulatory authority; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurorathe parties hereto, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe parties hereto, each acting reasonably, on appeal or otherwise.; (d) there shall not be in force any LawsLaw, ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Corporation or Offeror; (eA) the TSX shall have conditionally approved the listing thereon thereon, subject to official notice of issuance, of the Aurora Offeror Common Shares to be issued pursuant to the Arrangement as of the Effective Date, or as soon as possible thereafter, and (including any Aurora Shares issuable upon B) the exercise TSX shall have, if required, accepted notice for filing of all transactions of Corporation contemplated herein or vesting of Replacement Securities)necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSX; (A) all consents, including customary postwaivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement; and (B) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Corporation Disclosure Letter or the Offeror Disclosure Letter), the failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Corporation or Offeror or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each party hereto; (g) the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements of the 1933 Act or other applicable exemption from registration under the 1933 Act pursuant to the Section 3(a)(10) Exemption and the Offeror Common Shares to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the 1933 Act, (other than as may be prescribed by Rule 144 and Rule 145 under the 0000 Xxx); and (fh) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 7 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the parties hereto and may be waived by mutual consent of Aurora Offeror and Anandia Corporation in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 5.04 hereof, any party hereto may terminate this Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding party hereto.

Mutual Conditions. The respective obligations of Anandia Alexandria and Aurora Chantrell to complete the Arrangement transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Completion Deadline Effective Time or such other time as is specified below: (a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia and Aurorathe Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution Alexandria Shareholder Approval shall have been passed obtained at the Alexandria Meeting by the Anandia Securityholders Alexandria Shareholders in accordance with the CBCA and the Interim Order; (c) the Final Order shall have been granted obtained in form and substance satisfactory to Anandia and Auroraeach of the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurorathe Parties, each acting reasonably, on appeal or otherwise.; (d) there shall not be in force any LawsLaw, or final, binding, non-appealable ruling, order or decree, and there shall not have been any action taken under any Laws Law or by any Governmental Entity or other regulatory authority, that is final, binding or non- appealable that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof; (e) the TSX distribution of the Chantrell Consideration Shares and Chantrell Options pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of Applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under Applicable Securities Laws and shall not be subject to resale restrictions under Applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities); (f) the TSXV shall have conditionally approved the listing thereon thereon, subject to official notice of issuance, of Chantrell and of the Aurora Chantrell Consideration Shares to be issued pursuant to the Arrangement (including any Aurora Chantrell Shares issuable upon the exercise or vesting conversion of Replacement Securities)Alexandria Options or Alexandria Warrants) as of the Effective Date, or as soon as possible thereafter; and, in relation to Chantrell and the TSXV shall have, if required, accepted notice for filing of all transactions of the Parties contemplated herein or necessary to complete the Arrangement, subject in each case only to compliance with the usual requirements of the TSXTSXV; (g) the Chantrell Options issuable to Alexandria Optionholders in accordance with the Plan of Arrangement have been issued in accordance with the terms and conditions of the Chantrell Stock Option Plan; (h) all consents, including customary postwaivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement; and (ii) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, in each case, the failure of which to obtain or the non-closing deliveriesexpiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Alexandria or Chantrell or materially impede the completion of the Arrangement, shall have been obtained or received; (i) Chantrell Consideration Shares to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and shall not be subject to resale restrictions in the United States under the 1933 Act (other than as may be prescribed by Rule 144 and Rule 145 under the 1933 Act); (j) the Osisko Arrangement Agreement shall have been entered into and shall have not been amended, restated or supplemented and remain in full force and effect; (k) the Osisko Arrangement shall have been completed prior to July 19, 2019; and (fl) holders of no more than 5% of the Anandia Shares this Arrangement Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Article 8 hereof. The foregoing conditions are for the mutual benefit of Aurora and Anandia the Parties and may be waived by mutual consent of Aurora Alexandria and Anandia Chantrell in writing at writing. If any timeof such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 6.4 hereof, any Party may terminate this Arrangement Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding Party.

Mutual Conditions. The respective obligations of Anandia Alamos and Aurora Richmont to complete the Arrangement are subject to the fulfillment of the following conditions at or before the Completion Deadline or such other time as is specified below: (a) each of the Interim Order and the Final Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to Anandia Alamos and AuroraRichmont, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia Alamos or AuroraRichmont, each acting reasonably, on appeal or otherwise; (b) the Anandia Arrangement Resolution shall have been passed by the Anandia Securityholders Richmont Shareholders at the Richmont Meeting in accordance with the Interim Order; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwise. (d) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereofhereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Alamos or Richmont; (ed) the TSX and NYSE shall have conditionally approved the listing thereon of the Aurora Alamos Shares to be issued pursuant to the Arrangement (including any Aurora Shares issuable upon the exercise or vesting of Replacement Securities)Arrangement, subject to official notice of issuance and satisfaction of the condition set forth in Section 5.1(e) below; (e) the Alamos Resolution shall have been passed by the Alamos Shareholders at the Alamos Meeting; (f) (A) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, in connection with, or required to permit, the completion of the Arrangement including the Laws of any jurisdiction which Alamos and Richmont reasonably determine to be applicable, including the Competition Act Approval, and (B) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to, have a Material Adverse Effect on Alamos or Richmont or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are satisfactory to Alamos and Richmont, each case only acting reasonably; (g) the distribution of the Alamos Shares in Canada pursuant to compliance with the usual Arrangement shall be exempt from, or otherwise not subject to, registration and prospectus requirements of applicable Canadian securities Laws and, except with respect to Persons deemed to be “control persons” or the TSXequivalent under applicable securities Laws, including customary post-closing deliveriesthe Alamos Shares to be distributed in Canada pursuant to the Arrangement shall not be subject to any resale restrictions under applicable Canadian securities Laws; and (fh) holders of no more than 5% of the Anandia Shares this Agreement shall not have exercised Dissent Rightsbeen terminated pursuant to Section 7.2 hereof. The foregoing conditions are for the mutual benefit of Aurora Alamos and Anandia Richmont and may be waived by mutual consent of Aurora Alamos and Anandia Richmont in writing at any time.

Mutual Conditions. The respective obligations of Anandia and Aurora each party to complete effect the Arrangement are Merger shall be subject to the fulfillment satisfaction, at or prior to the Closing Date, of the following conditions at or before the Completion Deadline or such other time as is specified below:(any of which may be waived in writing by IHS, Merger Sub and Coram): (a) None of IHS, Merger Sub or Coram nor any of their respective subsidiaries shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the Interim Order shall have been granted consummation of the Merger or (ii) would impose any material limitation on terms consistent with this Agreement and in form and substance satisfactory the ability of IHS effectively to Anandia and Auroraexercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Coram, each acting reasonably, and shall not have been set aside or modified in taken as a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwise;whole. (b) the Anandia Arrangement Resolution No statute, rule or regulation shall have been passed enacted by the Anandia Securityholders government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger or any other significant transaction contemplated hereby illegal. (c) The holders of shares of Coram Common Stock and the holders of the shares of IHS Common Stock each shall have approved the adoption of this Plan of Merger and any other matters required to be approved by them in accordance with the Interim Order; (c) the Final Order shall have been granted in form and substance satisfactory to Anandia and Aurora, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Anandia or Aurora, each acting reasonably, on appeal or otherwiseterms of this Agreement. (d) there The shares of IHS Common Stock to be issued in connection with the Merger shall not have been approved for listing on the NYSE, upon official notice of issuance, and shall have been issued in transactions qualified or exempt from registration under applicable securities or Blue Sky laws of such states and territories of the United States as may be required. (e) IHS and Coram shall each have received a letter from each of KMPG Peat Marwick LLP and Ernst & Young LLP dated on each of the date of the mailing of the Proxy Statement and the Closing Date to the effect that the Merger shall qualify for "pooling of interests" accounting treatment if consummated in accordance with the Plan of Merger. (f) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in force any Lawseffect. (g) IHS, rulingMerger Sub and Coram shall have received all consents, order or decree, approvals and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, authorizations of third parties that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits are required of such third parties prior to the consummation of the Arrangement Merger, in accordance with form and substance acceptable to IHS or Coram, as the terms hereof;case may be, except where the failure to obtain such consent, approval or authorization would not have a material adverse effect on the business of the Surviving Corporation. (eh) All approvals of the TSX Merger required under the HSR Act shall have conditionally approved been obtained or the listing thereon waiting periods thereunder shall have expired. (i) The parties shall have obtained consents from their senior bank lenders to the Merger and the transactions contemplated hereby not later than November 15, 1996. (j) IHS shall have received all necessary consents of the Aurora Shares to be issued pursuant to the Arrangement (including any Aurora Shares issuable upon the exercise or vesting of Replacement Securities), subject in each case only to compliance with the usual requirements of the TSX, including customary post-closing deliveries; and (f) holders of no more than 5% convertible debt and subordinated debentures of the Anandia Shares shall have exercised Dissent Rights. The foregoing conditions are for the mutual benefit of Aurora and Anandia and may be waived by mutual consent of Aurora and Anandia in writing at any timeIHS.