Common use of No Conflict; Required Filings and Consent Clause in Contracts

No Conflict; Required Filings and Consent. The execution and delivery by Starcore of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore or those of any of the Starcore Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Starcore or any of the Starcore Subsidiaries is a party or by which Starcore or any of the Starcore Subsidiaries is bound; or (ii) any Law to which Starcore or any of the Starcore Subsidiaries is subject or by which Starcore or any of the Starcore Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Encumbrance, charge or lien upon any of Starcore’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties). Other than Starcore Shareholder Approval, if required, and conditional listing approval of the TSX of the Starcore Shares issued as Consideration, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore for the consummation by Starcore of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore or any of the Starcore Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Mountain of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore or those of any of the Starcore SubsidiariesMountain, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Mountain Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore or any of the Starcore Subsidiaries Mountain is a party or by Mountain which Starcore or any of the Starcore Subsidiaries is bound; or (ii) any Law to which Starcore Mountain or any of the Starcore Subsidiaries is subject or by which Starcore or any of the Starcore Subsidiaries Mountain is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien Lien upon any of StarcoreMountain’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)assets. Other than Starcore Shareholder the Mountain TSX Approval, if required, the Mountain Nasdaq Approval and conditional listing approval of the TSX of the Starcore Shares issued as ConsiderationXxxxxxx TSXV Approval, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Mountain for the consummation by Starcore Mountain of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore or any of the Starcore Subsidiaries Mountain in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Avion of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Avion or those of any of the Starcore Avion Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a an Avion Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Avion or any of the Starcore Avion Material Subsidiaries is a party or by which Starcore Avion or any of the Starcore Avion Material Subsidiaries is bound; or (iiB) any Law to which Starcore Avion or any of the Starcore Avion Material Subsidiaries is subject or by which Starcore Avion or any of the Starcore Avion Material Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbrance, charge or lien material Lien upon any of StarcoreAvion’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Avion Material Subsidiaries. Other than Starcore Shareholder the ICA Approval, if requiredthe Interim Order, and conditional listing approval the Final Order, the filing or issuance (as the case may be) of the TSX Certificate of the Starcore Shares issued as ConsiderationArrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreement, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Avion or any of its Subsidiaries for the consummation by Starcore Avion of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Avion or any of the Starcore Avion Material Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Xxxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore or those of any of the Starcore SubsidiariesXxxxxxx and, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore or any of the Starcore Subsidiaries Xxxxxxx is a party or by which Starcore or any of the Starcore Subsidiaries Xxxxxxx is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Starcore or any of the Starcore Subsidiaries Xxxxxxx is subject or by which Starcore or any of the Starcore Subsidiaries is boundsubject; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien Lien upon any of Starcore’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Xxxxxxx’x assets. Other than Starcore Shareholder the Xxxxxxx TSXV Approval, if requiredthe Xxxxxxx Interim Order, the Xxxxxxx Final Order and conditional listing approval the filing of the TSX Xxxxxxx Articles of the Starcore Shares issued as ConsiderationArrangement, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Xxxxxxx for the consummation by Starcore Xxxxxxx of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore or any of the Starcore Subsidiaries Xxxxxxx in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Eldorado of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Eldorado or those of any of the Starcore Eldorado Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Eldorado Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Eldorado or any of the Starcore Eldorado Material Subsidiaries is a party or by which Starcore Eldorado or any of the Starcore Eldorado Material Subsidiaries is bound; or (ii) any Law to which Starcore Eldorado or any of the Starcore Eldorado Material Subsidiaries is subject or by which Starcore Eldorado or any of the Starcore Eldorado Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbrance, charge or lien Lien upon any of StarcoreEldorado’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Eldorado Material Subsidiaries. Other than Starcore Eldorado Shareholder Approval, if required, Approval and conditional listing approval of the TSX of and the Starcore Shares issued as ConsiderationNYSE, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Eldorado for the consummation by Starcore Eldorado of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Eldorado or any of the Starcore Eldorado Material Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransaction contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Cannex of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Business Combination will not violate, conflict with or result in a breach of any provision of the constating organizational documents of Starcore Cannex or those of any of the Starcore its Subsidiaries, and or any Cannex Third Party Permit Holder (as defined below), and, except as would not, individually or in the aggregate, have or reasonably be expected to not have a Cannex Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Starcore or any of the Starcore Subsidiaries is a party or by which Starcore or any of the Starcore Subsidiaries is boundCannex Material Contract; or (iiB) any Law to which Starcore Cannex, its Subsidiaries or any of the Starcore Subsidiaries is Cannex Third Party Permit Holders are subject or by which Starcore Cannex, its Subsidiaries or any of the Starcore Subsidiaries is Cannex Third Party Permit Holders are bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreementCannex Material Contract or licence or permit held by Cannex, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license its Subsidiaries or permitany Cannex Third Party Permit Holder; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreementCannex Material Contract or licence or permit held by Cannex, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license its Subsidiaries or permitany Cannex Third Party Permit Holder, or result in the imposition of any Encumbrance, charge or lien Lien upon any of StarcoreCannex’s assets (including mineral properties) or the assets of its Subsidiaries or any of the Starcore Subsidiaries (including mineral properties)Cannex Third Party Permit Holder. Other than Starcore Shareholder the Interim Order and the Final Order, compliance with applicable Securities Laws and stock exchange rules and policies (including obtaining the Cannex CSE Approval, if required, and conditional listing approval of the TSX of the Starcore Shares issued as Consideration), no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority Permit is necessary on the part of Starcore Cannex for the consummation by Starcore Cannex of its obligations in connection with the Arrangement Business Combination under this Agreement or for the completion of the Arrangement Business Combination not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Cannex or any of the Starcore its Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings Permits as to which the failure to obtain or make would not, not (x) individually or in the aggregate, prevent or materially delay consummation of the ArrangementBusiness Combination or (y) have a Cannex Material Adverse Effect.

No Conflict; Required Filings and Consent. The Except as disclosed in Schedule “E”, Section (c) of the 4Front Disclosure Letter, the execution and delivery by Starcore 4Front of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Business Combination will not violate, conflict with or result in a breach of any provision of the constating organizational documents of Starcore 4Front or those of any of the Starcore its Subsidiaries, and or any 4Front Third Party Permit Holder, and, except as would not, individually or in the aggregate, have or reasonably be expected to not have a 4Front Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Starcore or any of the Starcore Subsidiaries is a party or by which Starcore or any of the Starcore Subsidiaries is bound4Front Material Contract; or (iiB) any Law to which Starcore 4Front, its Subsidiaries or any of the Starcore Subsidiaries is 4Front Third Party Permit Holders are subject or by which Starcore 4Front, its Subsidiaries or any of the Starcore Subsidiaries is 4Front Third Party Permit Holders are bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement4Front Material Contract or licence or permit held by 4Front, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license its Subsidiaries or permitany 4Front Third Party Permit Holder; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement4Front Material Contract or licence or permit held by 4Front, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license its Subsidiaries or permitany 4Front Third Party Permit Holder, or result in the imposition of any Encumbrance, charge or lien Lien upon any of Starcore4Front’s assets (including mineral properties) or the assets of its Subsidiaries or any 4Front Third Party Permit Holder. (d) Subsidiaries. 4Front does not have Subsidiaries or any material interests in any Person, other than those listed in Schedule “E”, Section (d) of the Starcore Subsidiaries (including mineral properties)4Front Disclosure Letter. Other than Starcore Shareholder ApprovalEach Subsidiary of 4Front is duly organized or incorporated, if requiredas applicable, and conditional listing approval of is validly existing under the TSX of the Starcore Shares issued as Consideration, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore for the consummation by Starcore Laws of its obligations jurisdiction of organization, has all necessary limited liability company power and authority to own its assets now owned and conduct its business as now owned and conducted by it and is duly qualified to carry on business in connection with each jurisdiction in which the Arrangement under this Agreement character of its properties or for the completion nature of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore or any of the Starcore Subsidiaries in any material assets or propertiesits activities makes such qualification necessary, except for such Authorizations, consents, approvals and filings as to which where the failure to obtain be so qualified would not have a 4Front Material Adverse Effect. 4Front beneficially owns, directly or make would notindirectly, individually or all of the issued and outstanding equity securities of its Subsidiaries. All of the outstanding equity securities in the aggregatecapital of each Subsidiary are: (i) validly issued, prevent fully- paid and non-assessable and all such equity securities are owned free and clear of all Liens; (ii) except as set forth in the organizational documents (including, without limitation, any operating agreement) of each Subsidiary, free of any other restrictions including any restriction on the right to vote, sell or materially delay consummation otherwise dispose of the Arrangementshares; and (iii) all such securities so owned directly or indirectly by 4Front have been issued in material compliance with all applicable Laws.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Mylk of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Mylk or those of any of the Starcore its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Starcore Mylk or any of the Starcore its Subsidiaries is a party or by which Starcore Mylk or any of the Starcore its Subsidiaries is bound; or (ii) to the knowledge of Mylk, any Law to which Starcore Mylk or any of the Starcore its Subsidiaries is subject or by which Starcore Mylk or any of the Starcore its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Encumbrance, charge or lien upon any of Starcore’s Mylk‘s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)its Subsidiaries. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, and conditional listing approval the filing of the TSX of the Starcore Shares issued as Considerationany Arrangement Filings, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Mylk for the consummation by Starcore Mylk of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Mylk or any of the Starcore its Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Pan American of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Pan American or those of any of the Starcore Pan American Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Pan American Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Pan American or any of the Starcore Pan American Material Subsidiaries is a party or by which Starcore Pan American or any of the Starcore Pan American Material Subsidiaries is bound; or (ii) any Law to which Starcore Pan American or any of the Starcore Pan American Material Subsidiaries is subject or by which Starcore Pan American or any of the Starcore Pan American Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien upon any of StarcorePan American’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Pan American Material Subsidiaries. Other than Starcore Pan American Shareholder Approval, if required, and conditional listing approval of the TSX and the Nasdaq and the third party consents, approvals and notices listed in Schedule 4.1(d) of the Starcore Shares issued as ConsiderationPan American Disclosure Letter (the “Pan American Third Party Consents”), and any Antitrust Filings and Antitrust Clearances, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Pan American for the consummation by Starcore Pan American of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Pan American or any of the Starcore Pan American Material Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement. For greater certainty, the only Regulatory Approvals necessary on the part of Pan American for the consummation by Pan American of its obligations in connection with the Arrangement under this Agreement are the Antitrust Clearance and the conditional listing approval of the TSX and the Nasdaq.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Maple of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of Maple Acquisition and the constating documents of Starcore or those of any of the Starcore Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, Contemplated Transactions will not: : (ai) violate, conflict with or result in a breach of: : (iA) any provision of the articles, by-laws or other constating documents of Maple; (B) any material agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license instrument or permit Authorization to which Starcore or any of the Starcore Subsidiaries Maple is a party or by which Starcore or any of the Starcore Subsidiaries Maple is bound; or or (iiC) subject to receipt of the Regulatory Approvals, any Law to which Starcore or any of the Starcore Subsidiaries Maple is subject or by which Starcore or any of the Starcore Subsidiaries Maple is bound; ; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such material agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license instrument or permitAuthorization to which Maple is a party; or or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions provision or any restriction or limitation under any such material agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license instrument or permitAuthorization to which Maple is a party, or result in the imposition of any Encumbrance, charge or lien Lien upon any of StarcoreMaple’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)assets. Other than Starcore Shareholder Approvalthe Regulatory Approvals, if requiredcompliance with any applicable Securities Laws and U.S. Securities Laws, stock exchange rules and policies, the Subsequent Arrangement Interim Order, the Subsequent Arrangement Final Order, and conditional listing approval the filing of the TSX Certificate of the Starcore Shares issued as ConsiderationArrangement and Articles of Arrangement, no authorization, consent or approval Authorization of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Maple for the consummation by Starcore Maple of its obligations in connection with the Arrangement Maple Acquisition under this Agreement or for the completion of the Arrangement Maple Acquisition and the Contemplated Transactions not to cause or result in any loss of any rights or assets or any interest therein held by Starcore or Maple under any of the Starcore Subsidiaries in any material assets or properties, except for such its Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Metanor of this Agreement and the performance by it of its obligations hereunder and the completion of the Metanor Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore or those of any of the Starcore SubsidiariesMetanor and, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Metanor Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore or any of the Starcore Subsidiaries Metanor is a party or by which Starcore or any of the Starcore Subsidiaries Metanor is bound; or (ii) any Law to which Starcore or any of the Starcore Subsidiaries Metanor is subject or by which Starcore or any of the Starcore Subsidiaries Metanor is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien Lien upon any of StarcoreMetanor’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)assets. Other than Starcore Shareholder the Metanor TSXV Approval, if requiredthe Metanor Interim Order, the Metanor Final Order and conditional listing approval the filing of the TSX Metanor Articles of the Starcore Shares issued as ConsiderationArrangement, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Metanor for the consummation by Starcore Metanor of its obligations in connection with the Metanor Arrangement under this Agreement or for the completion of the Metanor Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore or any of the Starcore Subsidiaries Metanor in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Metanor Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore True Gold of this Agreement and Agreement, the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore True Gold or those of any of the Starcore True Gold Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a True Gold Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore True Gold or any of the Starcore True Gold Subsidiaries is a party or by which Starcore True Gold or any of the Starcore True Gold Subsidiaries is bound; or (iiB) any Law to which Starcore True Gold or any of the Starcore True Gold Subsidiaries is subject or by which Starcore True Gold or any of the Starcore True Gold Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbrance, charge or lien material Lien upon any of Starcore’s True Gold's assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)True Gold Subsidiaries. Other than Starcore Shareholder Approvalthe Interim Order, if required, the Final Order and conditional listing approval of any Authorization that has been identified by True Gold in the TSX of the Starcore Shares issued as ConsiderationTrue Gold Disclosure Letter, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore True Gold or any of the True Gold Subsidiaries for the consummation by Starcore True Gold of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore True Gold or any of the Starcore True Gold Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Voleo of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Amalgamation will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore or those of any of the Starcore SubsidiariesVoleo, and and, except as would not, individually or in the aggregate, have or reasonably be expected to have a Voleo Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore or any of the Starcore Subsidiaries Voleo is a party or by which Starcore or any of the Starcore Subsidiaries Voleo is bound; or (ii) any Law to which Starcore or any of the Starcore Subsidiaries Voleo is subject or by which Starcore or any of the Starcore Subsidiaries Voleo is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien Lien upon any of Starcore’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Voleo’ assets. Other than Starcore Shareholder Approval, if required, and conditional listing approval the filing of the TSX Articles of the Starcore Shares issued as ConsiderationAmalgamation, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Voleo for the consummation by Starcore Voleo of its obligations in connection with the Arrangement Amalgamation under this Agreement or for the completion of the Arrangement Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by Starcore or any of the Starcore Subsidiaries Voleo in any material assets or propertiesassets, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the ArrangementAmalgamation.

No Conflict; Required Filings and Consent. The Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the execution and delivery by Starcore HSE of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore HSE or those of any of the Starcore its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a an HSE Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, bond or other instrument, Authorization, license licence or permit to which Starcore HSE or any of the Starcore its Subsidiaries is a party or by which Starcore HSE or any of the Starcore its Subsidiaries is bound; or (ii) any Law to which Starcore HSE or any of the Starcore its Subsidiaries is subject or by which Starcore HSE or any of the Starcore its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, bond or other instrument, license Authorization, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, bond or other instrument, license Authorization, licence or permit, or result in the imposition of any Encumbrance, charge or lien Lien upon any of StarcoreHSE’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)its Subsidiaries. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, the HSE Key Third Party Consents and conditional listing approval of providing the TSX of Registrar any records, information or other documents required by the Starcore Shares issued as ConsiderationRegistrar in connection with the Arrangement, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority Person is necessary on the part of Starcore HSE for the consummation by Starcore HSE of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore HSE or any of the Starcore its Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Excellon of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Excellon or those of any of the Starcore Excellon Subsidiaries, and except as would not, individually or in the aggregate, have have, or reasonably be expected to have have, a Material Adverse EffectEffect on Excellon, will not: (a) violate, conflict with or result in a breach of: (i) any material agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, license licence or permit to which Starcore Excellon or any of the Starcore Excellon Subsidiaries is a party or by which Starcore or any of the Starcore Subsidiaries either is bound; or (ii) any Law to which Starcore Excellon or any of the Starcore Excellon Subsidiaries is subject or by which Starcore or any of the Starcore Subsidiaries either is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien upon any of Starcore’s Excellon's assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Excellon Subsidiaries. Other than Starcore the Interim Order, the Final Order, the Excellon Shareholder Approval, if required, Approval and conditional listing approval of filings required to be made pursuant to applicable securities Laws and filings required to be made with the TSX of the Starcore Shares issued as ConsiderationTSX, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Excellon for the consummation by Starcore Excellon of its obligations in connection with the Plan of Arrangement under this Agreement or Agreement, for the completion of the Plan of Arrangement not nor to cause or result in avoid any loss of any rights or assets or any interest therein held by Starcore Excellon or any of the Starcore Excellon Subsidiaries in any material assets or properties, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Plan of Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore each of Endeavour and Endeavour Gold of this Agreement and the performance by each of it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Endeavour or those of any of the Starcore Endeavour Material Subsidiaries, and except as would not, individually or in - 45 – the aggregate, have or reasonably be expected to have a an Endeavour Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Endeavour or any of the Starcore Endeavour Material Subsidiaries is a party or by which Starcore Endeavour or any of the Starcore Endeavour Material Subsidiaries is bound; or (iiB) any Law to which Starcore Endeavour or any of the Starcore Endeavour Subsidiaries is subject or by which Starcore Endeavour or any of the Starcore Endeavour Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbrance, charge or lien material Lien upon any of Starcore’s assets (including mineral properties) or the assets of Endeavour or any of the Starcore Subsidiaries (including mineral properties)Endeavour Material Subsidiaries. Other than Starcore the Endeavour Shareholder Approval, if required, and conditional listing approval of the TSX of and any Authorization that has been identified by Endeavour in the Starcore Shares issued as ConsiderationEndeavour Disclosure Letter, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Endeavour or any of the Endeavour Subsidiaries for the consummation by Starcore each of Endeavour and Endeavour Gold of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Endeavour or any of the Starcore Endeavour Material Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Red Back of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Red Back or those of any of the Starcore Red Back Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Red Back Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Red Back or any of the Starcore Red Back Material Subsidiaries is a party or by which Starcore Red Back or any of the Starcore Red Back Material Subsidiaries is bound; or (ii) any Law to which Starcore Red Back or any of the Starcore Red Back Material Subsidiaries is subject or by which Starcore Red Back or any of the Starcore Red Back Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien Lien upon any of StarcoreRed Back’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Red Back Material Subsidiaries. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, and conditional listing approval the filing of the TSX Certificate of Arrangement and Articles of Arrangement, the Starcore Shares issued as ConsiderationCompetition Act Approval and any Foreign Antitrust Clearance that may have been identified by Red Back in Section 5.2 of this Agreement and which Foreign Antitrust Filing Kinross, acting reasonably, has agreed is required to be made to consummate the transactions contemplated by this Agreement, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Red Back for the consummation by Starcore Red Back of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Red Back or any of the Starcore Red Back Material Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Otis of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Otis or those of any of the Starcore SubsidiariesOtis Subsidiary, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Otis, will not: (a) violate, conflict with or result in a breach of: (i) any material agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, license licence or permit to which Starcore Otis or any of the Starcore Subsidiaries Otis Subsidiary is a party or by which Starcore either Otis or any of the Starcore Subsidiaries Otis Subsidiary is bound; or (ii) any Law to which Starcore Otis or any of the Starcore Subsidiaries Otis Subsidiary is subject or by which Starcore either or any of the Starcore Subsidiaries Otis Subsidiary is boundbound except as disclosed in the Otis Disclosure Letter; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien upon any of Starcore’s Otis' assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Otis Subsidiary. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, filings required to be made pursuant to applicable securities Laws and conditional listing approval of filings required to be made with the TSX of the Starcore Shares issued as Considerationand TSX-V, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Otis for the consummation by Starcore Otis of its obligations in connection with the Plan of Arrangement under this Agreement or Agreement, for the completion of the Plan of Arrangement not nor to cause or result in avoid any loss of any rights or assets or any interest therein held by Starcore Otis or any of the Starcore Subsidiaries Otis Subsidiary in any material assets or properties, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Plan of Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Fortuna of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Fortuna or those of any of the Starcore Fortuna Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Fortuna Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Fortuna or any of the Starcore Fortuna Material Subsidiaries is a party or by which Starcore Fortuna or any of the Starcore Fortuna Material Subsidiaries is bound; or (iiB) any Law to which Starcore Fortuna or any of the Starcore Fortuna Subsidiaries is subject or by which Starcore Fortuna or any of the Starcore Fortuna Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbrance, charge or lien material Lien upon any of Starcore’s assets (including mineral properties) or the assets of Fortuna or any of the Starcore Subsidiaries (including mineral properties)Fortuna Material Subsidiaries. Other than Starcore Shareholder Approval, if required, and conditional listing approval of the TSX of and any Authorization that has been identified by Fortuna in the Starcore Shares issued as ConsiderationFortuna Disclosure Letter, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Fortuna or any of the Fortuna Subsidiaries for the consummation by Starcore Fortuna of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Fortuna or any of the Starcore Fortuna Material Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Xxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Consolidation and the Reverse Takeover will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore or those of any of the Starcore SubsidiariesXxxxx, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxx Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore or any of the Starcore Subsidiaries is a party Xxxxx or by which Starcore or any of the Starcore Subsidiaries is bound; or (ii) any Law to which Starcore Xxxxx or any of the Starcore Subsidiaries Xxxxx Subsidiary is subject or by which Starcore or any of the Starcore Subsidiaries Xxxxx is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien Lien upon any of Starcore’s assets (including mineral properties) Xxxxx’x or the assets of any of the Starcore Subsidiaries (including mineral properties)Xxxxx Subsidiaries’ assets. Other than Starcore Xxxxx Shareholder Approval, Approval (if required, required by the TSXV) and conditional listing approval of the TSX TSXV in respect of the Starcore Shares issued as ConsiderationConsolidation, Name Change and Reverse Takeover, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Xxxxx for the consummation by Starcore Xxxxx of its obligations in connection with the Arrangement Amalgamation under this Agreement or for the completion of the Arrangement Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Xxxxx or any of the Starcore Xxxxx Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. (i) The execution and delivery by Starcore GAA of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore it, or those of ProMed CA, ProMed Asset or any of their respective Subsidiaries and subject to the Starcore Subsidiaries, and except as would not, individually or in receipt of the aggregate, have or reasonably be expected to have a Material Adverse EffectThird Party Consents, will not: (aA) violate, conflict with or result in a breach of: (i1) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore GAA, ProMed CA, ProMed Asset or any of the Starcore their respective Subsidiaries is a party or by which Starcore GAA, ProMed CA, ProMed Asset or any of the Starcore their respective Subsidiaries is bound; or (ii2) any Law Laws to which Starcore GAA, ProMed CA, ProMed Asset or any of the Starcore their respective Subsidiaries is subject or by which Starcore GAA, ProMed CA, ProMed Asset or any of the Starcore their respective Subsidiaries is bound; (bB) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, provided that the representation of GG in Section 4.1(i) is true and correct; or (cC) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbrance, charge or lien Lien upon any of Starcore’s assets (including mineral properties) or the assets of GAA, ProMed CA, ProMed Asset or any of their respective Subsidiaries, except in each case as would not have a Material Adverse Effect in respect of the Starcore Subsidiaries GAA Group or the ProMed Group, as applicable; and (including mineral properties). ii) Other than Starcore Shareholder Approvalthan: (A) receipt of the Interim Order and the Final Order and the filing of materials with the Court in connection therewith; (B) the receipt of such other Regulatory Approvals as have already been obtained; (C) the filing of the Articles of Arrangement with all applicable Governmental Entities and receipt of the certificate of arrangement; (D) the filing of one or more material change reports under applicable Canadian Securities Laws in connection with the execution and delivery of this Agreement, if requiredthe voting results of the GAA Meeting, the Final Order and conditional listing approval the completion of the Arrangement; (E) the filing of the GAA Circular under applicable Canadian Securities Laws and the rules of the TSX; (F) the filing of a Report of Voting Results under applicable Canadian Securities Laws; (G) the filing under applicable Canadian Securities Laws of any news release issued in connection with the matters contemplated by this Agreement; and (H) the filing with the TSX of evidence satisfactory to the TSX of the Starcore completion of the Arrangement in accordance with subsection 627(c) of the TSX Company Manual in order to delist the GAA Shares issued as Considerationand the GAA Warrants, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore GAA for the consummation performance by Starcore GAA of its obligations in connection with the Arrangement under this Agreement hereunder or for the completion of the Arrangement transactions contemplated by this Agreement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore GAA, ProMed CA, ProMed Asset or any of the Starcore their respective Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.;

No Conflict; Required Filings and Consent. The execution and delivery by Starcore American Consolidated of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore American Consolidated or those of any of the Starcore its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Starcore American Consolidated or any of the Starcore its Subsidiaries is a party or by which Starcore American Consolidated or any of the Starcore its Subsidiaries is bound; or (ii) to the knowledge of American Consolidated, any Law to which Starcore American Consolidated or any of the Starcore its Subsidiaries is subject or by which Starcore American Consolidated or any of the Starcore its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Encumbrance, charge or lien upon any of Starcore’s American Consolidated‘s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)) of any of its Subsidiaries. Other than Starcore Shareholder Approval, if required, and conditional listing the approval of the TSX TSXV, the Interim Order, the Final Order, and the filing of the Starcore Shares issued as Considerationany Arrangement Filings, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore American Consolidated for the consummation by Starcore American Consolidated of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore American Consolidated or any of the Starcore its Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Minefinders of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Minefinders or those of any of the Starcore its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Minefinders Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Minefinders or any of the Starcore its Subsidiaries is a party or by which Starcore Minefinders or any of the Starcore its Subsidiaries is bound; or (iiB) any Law to which Starcore Minefinders or any of the Starcore its Subsidiaries is subject or by which Starcore Minefinders or any of the Starcore its Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbrance, charge or lien Encumbrance upon any of Starcore’s Minefinders’ assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)its Subsidiaries. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, the third party consents, approvals and conditional listing approval notices listed in Schedule 3.1(d) of the TSX Minefinders Disclosure Letter (the “Minefinders Third Party Consents”), the filing or issuance (as the case may be) of the Starcore Shares issued as ConsiderationCertificate of Arrangement and Articles of Arrangement and any Antitrust Filing and Antitrust Clearance, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Minefinders for the consummation by Starcore Minefinders of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Minefinders or any of the Starcore its Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement. For greater certainty, the only Regulatory Approval necessary on the part of Minefinders for the consummation by Minefinders of its obligations in connection with the Arrangement under this Agreement is the Antitrust Clearance.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore each of Brigus and Brigus SpinCo of this Agreement and the performance by it each of its obligations them of their respective covenants hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore either or those of any of the Starcore Subsidiariestheir Subsidiaries or affiliates, and except as disclosed in the Brigus Disclosure Letter or as would not, individually or in the aggregate, have or reasonably be expected to have a Brigus Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Brigus or Brigus SpinCo or any of the Starcore their respective Subsidiaries or affiliates is a party party, or by which Starcore either or any of the Starcore their Subsidiaries or affiliates is bound; or (ii) any Law to which Starcore Brigus or Brigus SpinCo or any of the Starcore their Subsidiaries or affiliates is subject or by which Starcore either or any of the Starcore their Subsidiaries or affiliates is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien upon any of Starcore’s Brigus’ assets (including mineral properties) or the assets of any of the Starcore its Subsidiaries (including mineral properties)or affiliates. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, and conditional listing approval the filing of the TSX Certificate of Arrangement and Articles of Arrangement, and the “Key Consents” as disclosed in Schedule 3 of the Starcore Shares issued as ConsiderationBrigus Disclosure Letter, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Brigus or Brigus SpinCo for the consummation by Starcore both of its their obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Brigus or any of the Starcore its Subsidiaries in any material assets or propertiesaffiliates, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Cangold of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Cangold or those of any of the Starcore its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Starcore Cangold or any of the Starcore its Subsidiaries is a party or by which Starcore Cangold or any of the Starcore its Subsidiaries is bound; or (ii) to the knowledge of Cangold, any Law to which Starcore Cangold or any of the Starcore its Subsidiaries is subject or by which Starcore Cangold or any of the Starcore its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Encumbrance, charge or lien upon any of Starcore’s Cangold‘s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties) of any of its Subsidiaries (including, for greater certainty, in respect of the GDLR Option). Other than Starcore Shareholder Approval, if required, and conditional listing the approval of the TSX TSXV, the Interim Order, the Final Order, and the filing of the Starcore Shares issued as Considerationany Arrangement Filings, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Cangold for the consummation by Starcore Cangold of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Cangold or any of the Starcore its Subsidiaries in any material assets or properties, except for such Authorizations, . Cangold has obtained and maintains all third party or other consents, approvals waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required (A) in connection with the Arrangement or (B) required in order to maintain the Material Contracts in full force and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation effect following completion of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Bonterra of this Agreement and the performance by it of its obligations hereunder and the completion of the Metanor Arrangement and the Bonterra Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore or those of any of the Starcore SubsidiariesBonterra, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bonterra Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore or any of the Starcore Subsidiaries is a party Bonterra or by which Starcore or any of the Starcore Subsidiaries is bound; or (ii) any Law to which Starcore or any of the Starcore Subsidiaries Bonterra is subject or by which Starcore or any of the Starcore Subsidiaries Bonterra is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien Lien upon any of StarcoreBonterra’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)assets. Other than Starcore Shareholder Bonterra Securityholder Approval, if requiredthe Bonterra Interim Order, the Bonterra Final Order, filings with the Registrar in connection with the Bonterra Arrangement and conditional listing approval of the TSX of the Starcore Shares issued as ConsiderationTSXV, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Bonterra for the consummation by Starcore Bonterra of its obligations in connection with the Metanor Arrangement and the Bonterra Arrangement under this Agreement or for the completion of the Metanor Arrangement and the Bonterra Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore or any of the Starcore Subsidiaries Bonterra in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Xxxxxx of this Agreement Agreement, and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Xxxxxx or those of any of the Starcore Xxxxxx Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxx Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, including the Share Purchase Agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Xxxxxx or any of the Starcore Xxxxxx Material Subsidiaries is a party or by which Starcore Xxxxxx or any of the Starcore Xxxxxx Material Subsidiaries is bound; or (ii) any Law to which Starcore Xxxxxx or any of the Starcore Xxxxxx Material Subsidiaries is subject or by which Starcore Xxxxxx or any of the Starcore Xxxxxx Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien upon any of StarcoreWalter’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Xxxxxx Material Subsidiaries. Other than Starcore Shareholder Competition Act Approval, if requiredInvestment Canada Act Approval, HSR Approval and conditional listing approval of the TSX of the Starcore Shares issued as ConsiderationNYSE, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Xxxxxx for the consummation by Starcore Xxxxxx of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore or any of the Starcore Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the ArrangementAgreement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore each of Endeavour, Endeavour Cayman, Endeavour Gold and Endeavour SubCo of this Agreement the Voting and Exchange Trust Agreement and the Exchange Share Support Agreement, as the case may be, and the performance by it of each of its obligations hereunder and under the Voting and Exchange Trust Agreement and the Exchange Share Support Agreement, as the case may be, and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Endeavour or those of any of the Starcore Endeavour Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a an Endeavour Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Endeavour or any of the Starcore Endeavour Material Subsidiaries is a party or by which Starcore Endeavour or any of the Starcore Endeavour Material Subsidiaries is bound; or (ii) any Law to which Starcore Endeavour or any of the Starcore Endeavour Material Subsidiaries is subject or by which Starcore Endeavour or any of the Starcore Endeavour Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbrance, charge or lien material Lien upon any of Starcore’s assets (including mineral properties) or the assets of Endeavour or any of the Starcore Subsidiaries (including mineral properties)Endeavour Material Subsidiaries. Other than Starcore the ICA Approval, Endeavour Shareholder Approval, if required, and conditional listing approval of the TSX TSX, the ASX Approval and any Authorization that may have been identified by Avion in Section 5.2(a) of the Starcore Shares issued as Considerationthis Agreement or Endeavour in Section 5.4 of this Agreement, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Endeavour or any of its Subsidiaries for the consummation by Starcore each of Endeavour, Endeavour Gold and Endeavour SubCo of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Endeavour or any of the Starcore Endeavour Material Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransaction contemplated by this Agreement, the Voting and Exchange Trust Agreement and the Exchange Share Support Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Goldrock of this Agreement and Agreement, the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Starcore Goldrock or those of any of the Starcore Goldrock Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Goldrock Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Goldrock or any of the Starcore Goldrock Subsidiaries is a party or by which Starcore Goldrock or any of the Starcore Goldrock Subsidiaries is bound; or (iiB) any Law to which Starcore Goldrock or any of the Starcore Goldrock Subsidiaries is subject or by which Starcore Goldrock or any of the Starcore Goldrock Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Encumbrance, charge or lien material Lien upon any of Starcore’s Goldrock's assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Goldrock Subsidiaries. Other than Starcore Shareholder Approvalthe Interim Order, if required, the Final Order and conditional listing approval of any Authorization that has been identified by Goldrock in the TSX of the Starcore Shares issued as ConsiderationGoldrock Disclosure Letter, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Goldrock or any of the Goldrock Subsidiaries for the consummation by Starcore Goldrock of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Goldrock or any of the Starcore Goldrock Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.