Common use of Non-Cash Transactions Clause in Contracts

Non-Cash Transactions. As of the Closing Date, and for so long as the MDCI Pro Forma Percentage is at least 10%, in the event that the Corporation proposes to issue Equity Securities in connection with a Non-Cash Transaction, other than pursuant to Section 3.5: (a) the Corporation shall deliver a notice to MDCI in writing as soon as possible prior to the public announcement of the Non-Cash Transaction, but in any event at least fifteen days prior to the proposed closing date of the Non-Cash Transaction (the “Non-Cash Transaction Notice”) specifying: (i) the total number of Outstanding (Partially-Diluted) Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale in connection with the Non-Cash Transaction; (iii) the Non-Cash Consideration Value; and (iv) the proposed closing date of the Non-Cash Transaction; (b) MDCI shall have the right to subscribe for and purchase that number (the “Anti-Dilution Non-Cash Securities”) of Equity Securities that the Corporation proposes to offer for sale as described in the Non-Cash Transaction Notice such that MDCI and its Affiliates collectively may maintain the MDCI Pro Forma Percentage immediately prior to the closing of the Non-Cash Transaction. MDCI shall have the option to subscribe for and purchase the Anti-Dilution Non-Cash Securities for consideration equal to the product of the number of Anti-Dilution Non-Cash Securities multiplied by the Non-Cash Consideration Value, all as set forth in the Non-Cash Transaction Notice. If MDCI elects to subscribe for such Anti-Dilution Non-Cash Securities, MDCI shall provide written notice to the Corporation at least five (5) Business Days prior to the proposed closing date of the Non-Cash Transaction; and (c) to the extent MDCI has exercised or exercises any MDCI Equity Right in accordance with this Section 3.3, the Corporation will sell the applicable number of Anti-Dilution Non-Cash Securities to MDCI on or before the date that is fifteen (15) Business Days following the completion of the Non-Cash Transaction, and provided, further, that until the closing of such sale to MDCI (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the MDCI Pro Forma Percentage for the purposes of this Agreement shall be deemed to be the MDCI Pro Forma Percentage immediately prior to the completion of the Non-Cash Transaction.

Non-Cash Transactions. As of the Closing Date, and for so long as the MDCI Equinox Pro Forma Percentage is at least 1020%, in the event that the Corporation proposes to issue Equity Securities in connection with a Non-Cash Transaction, other than pursuant to Section 3.5: (a) the Corporation shall deliver a notice to MDCI Equinox Gold in writing as soon as possible prior to the public announcement of the Non-Cash Transaction, but in any event at least fifteen days prior to the proposed closing date of the Non-Cash Transaction (the “Non-Cash Transaction Notice”) specifying: (i) the total number of Outstanding (Partially-Diluted) Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale in connection with the Non-Cash Transaction; (iii) the Non-Cash Consideration Value; and (iv) the proposed closing date of the Non-Cash Transaction; (b) MDCI Equinox Gold shall have the right to subscribe for and purchase that number (the “Anti-Dilution Non-Cash Securities”) of Equity Securities that the Corporation proposes to offer for sale as described in the Non-Cash Transaction Notice such that MDCI Equinox Gold and its Affiliates collectively may maintain the MDCI Equinox Pro Forma Percentage immediately prior to the closing of the Non-Cash Transaction. MDCI Equinox Gold shall have the option to subscribe for and purchase the Anti-Dilution Non-Cash Securities for consideration equal to the product of the number of Anti-Dilution Non-Cash Securities multiplied by the Non-Cash Consideration Value, all as set forth in the Non-Cash Transaction Notice. If MDCI Equinox Gold elects to subscribe for such Anti-Dilution Non-Cash Securities, MDCI Equinox Gold shall provide written notice to the Corporation at least five (5) Business Days prior to the proposed closing date of the Non-Cash Transaction; and (c) to the extent MDCI Equinox Gold has exercised or exercises any MDCI Equinox Equity Right in accordance with this Section 3.3, the Corporation will sell the applicable number of Anti-Dilution Non-Cash Securities to MDCI Equinox Gold on or before the date that is fifteen (15) Business Days following the completion of the Non-Cash Transaction, and provided, further, that until the closing of such sale to MDCI Equinox Gold (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the MDCI Equinox Pro Forma Percentage for the purposes of this Agreement shall be deemed to be the MDCI Equinox Pro Forma Percentage immediately prior to the completion of the Non-Cash Transaction.

Non-Cash Transactions. As of the Closing Date(a) Subject to Section 5.11, and for so long as the MDCI Pro Forma Percentage is at least 10%, in the event that the Corporation proposes to issue Equity Securities in connection with an Issuance involving a Non-Cash Transaction, other than pursuant to Section 3.5: (ai) the Corporation Company shall deliver a notice to MDCI the Investor in writing as soon as possible prior to the public announcement of the Non-Cash Transaction, but in any event at least fifteen days 10 Business Days prior to the proposed closing date of the Non-Cash Transaction (the “Non-Cash Transaction Notice”) specifyingspecifying the: (i) the total number of Outstanding (PartiallyEquity Securities prior to the Non-Diluted) Equity SecuritiesCash Transaction; (ii) the total number of Equity Securities which are proposed to be offered for sale issued in connection with the Non-Cash Transaction; (iii) rights, privileges, restrictions, terms and conditions of such Equity Securities; (iv) Market Price of the Equity Securities that are proposed to be issued pursuant to the Non-Cash Consideration ValueTransaction; and (ivv) the proposed closing date of the Non-Cash Transaction; (bii) MDCI in connection with each Non-Cash Transaction, the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 5 shall have apply mutatis mutandis) has the right (the “Non-Cash Transaction Subscription Right”) to elect to subscribe for and purchase that such number (of Equity Securities as would allow the “Anti-Dilution Investor to maintain a percentage ownership interest, after giving effect to the Non-Cash Securities”) Transaction, that is the same as the percentage ownership interest that the Investor had immediately prior to completion of such Non-Cash Transaction, at a price per security equal to the Market Price of the Equity Securities that the Corporation proposes proposed to offer for sale as described be issued pursuant to or in connection with the Non-Cash Transaction Notice such that MDCI and its Affiliates collectively may maintain the MDCI Pro Forma Percentage immediately prior to the closing of the Non-Cash Transaction. MDCI shall have the option to subscribe for and purchase the Anti-Dilution Non-Cash Securities for consideration equal to the product of the number of Anti-Dilution Non-Cash Securities multiplied by the Non-Cash Consideration Value, all as set forth in the Non-Cash Transaction Notice. If MDCI Investor elects to subscribe for such Anti-Dilution Equity Securities in connection with its Non-Cash SecuritiesTransaction Subscription Right, MDCI the Investor shall provide written notice to the Corporation at least five (5) Business Days prior to the proposed closing date of the Non-Cash TransactionCompany in accordance with Section 5.6(a); and (ciii) as a condition of disclosure to the extent MDCI has exercised or exercises any MDCI Equity Right Investor of non-public information, as contemplated in accordance with this Section 3.35.4(a), the Corporation will sell the applicable number of Anti-Dilution Non-Cash Securities Investor agrees to MDCI on or before the date that is fifteen (15) Business Days following the completion of the Non-Cash Transaction, and provided, further, that until the closing execute a reasonable confidentiality provision in respect of such sale to MDCI (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the MDCI Pro Forma Percentage for the purposes of this Agreement shall be deemed to be the MDCI Pro Forma Percentage immediately prior to the completion of the Non-Cash Transactiondisclosure.

Non-Cash Transactions. As of the Closing Date, and for For so long as the MDCI Pro Forma Percentage is at least 10%DMSL’s Right continues to be in effect, in the event that the Corporation Primero proposes to issue Equity Securities in connection with a the Non-Cash Transaction, other than pursuant to Section 3.5: (a) the Corporation Primero shall deliver a notice to MDCI DMSL in writing as soon as possible prior to the public announcement of the Non-Cash Transaction, but in any event at least fifteen days ten (10) Business Days prior to the proposed closing date of the Non-Cash Transaction (the “Non-Cash Transaction Notice”) specifying: (i) the total number of Outstanding (Partially-Diluted) Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale issued in connection with the Non-Cash Transaction; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities which are proposed to be issued in connection with the Non-Cash Consideration ValueTransaction; (iv) the consideration for which the Equity Securities are proposed to be issued in connection with the Non-Cash Transaction; and (ivv) the proposed closing date of the Non-Cash Transaction;. (b) MDCI DMSL shall have the right right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number (the “Anti-Dilution Non-Cash Securities”) of Equity Securities that Primero actually issues in the Corporation proposes to offer for sale as Non-Cash Transaction described in the Non-Cash Transaction Notice such that MDCI DMSL and its Affiliates collectively may maintain DMSL’s Percentage immediately prior to the MDCI Pro Forma first public announcement of the proposed Non-Cash Transaction, at a price per Primero Share equal to the lesser of: (i) the deemed price per Primero Share being issued pursuant to the Non-Cash Transaction, (ii) the volume weighted average trading price for the five (5) days immediately preceding the announcement of the Non-Cash Transaction, and (iii) the volume weighted average trading price for the five (5) days immediately preceding the closing of the Non-Cash Transaction, provided that in any case the price will not be less than the lowest price permitted on any stock exchange on which the Primero Shares are then traded. If DMSL elect to subscribe for such Equity Securities, DMSL shall provide written notice to Primero by the close of business on the third Business Day following the day upon which the Non-Cash Transaction Notice is received by DMSL. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 5(b) will complete concurrently with the closing of the issuance of the Equity Securities in the Non-Cash Transaction. (c) In the event that DMSL do not exercise the right to subscribe for and purchase Equity Securities set out in subsection 5(b), for the purposes of the next Equity Financing following the Non-Cash Transaction, DMSL shall be entitled to subscribe for such number of Equity Securities, on terms no less favourable to DMSL than the terms offered to other potential purchasers under such Equity Financing, as shall allow DMSL and its Affiliates collectively to maintain DMSL’s Percentage held by them immediately prior to the closing of the Non-Cash Transaction. MDCI shall have the option to subscribe for and purchase the Anti-Dilution Non-Cash Securities for consideration equal to the product of the number of Anti-Dilution Non-Cash Securities multiplied by the Non-Cash Consideration Value, all as set forth in the Non-Cash Transaction Notice. If MDCI elects to subscribe for such Anti-Dilution Non-Cash Securities, MDCI shall provide written notice to the Corporation at least five (5) Business Days prior to the proposed closing date of the Non-Cash Transaction; and (c) to the extent MDCI has exercised or exercises any MDCI Equity Right in accordance with this Section 3.3, the Corporation will sell the applicable number of Anti-Dilution Non-Cash Securities to MDCI on or before the date that is fifteen (15) Business Days following the completion of the Non-Cash Transaction, and provided, further, that until the closing of such sale to MDCI (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the MDCI Pro Forma Percentage for the purposes of this Agreement shall be deemed to be the MDCI Pro Forma Percentage immediately prior to the completion of the Non-Cash Transaction.

Non-Cash Transactions. As of Subject to Section 3.4, from and after the Closing Effective Date, and for so long as the MDCI Pro Forma Percentage is at least 10%any time prior to an IPO, in the event that the Corporation proposes to issue Equity Securities in connection with a Non-Cash Transaction, other than pursuant to Section 3.5: (a) the Corporation shall deliver a notice to MDCI each Investor in writing as soon as possible prior to the public announcement completion of the Non-Cash Transaction, but in any event at least fifteen days five Business Days prior to the proposed closing date of the Non-Cash Transaction (the “Non-Cash Transaction Notice”) specifying), which Non-Cash Transaction Notice shall specify: (i) the total number of Outstanding (Partially-Diluted) Equity SecuritiesSecurities at such time and the Investor Percentage; (ii) the total number of Equity Securities which are proposed to be offered for sale issued in connection with the Non-Cash Transaction; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be issued; (iv) the consideration for which the Equity Securities are proposed to be offered for sale in the Non-Cash Transaction and the Non-Cash Consideration ValueValue with respect to such Equity Securities; and (ivv) the proposed closing date of the Non-Cash Transaction;; and (b) MDCI each Investor shall have the right to subscribe for and purchase purchase, for cash, up to that number (of the “Anti-Dilution Non-Cash Securities”) of Equity Securities that the Corporation proposes to offer for sale as described in the Non-Cash Transaction Notice such that MDCI and its Affiliates collectively may maintain the MDCI Pro Forma Investor Percentage immediately following completion of such Non-Cash Transaction (assuming, in the case of a Non-Cash Transaction that includes the issuance of Convertible Securities, the full conversion of such Convertible Securities) will equal the applicable Investor Percentage immediately prior to the closing completion of the such Non-Cash Transaction. MDCI The issue price of any Equity Securities issued to an Investor pursuant to this Section 3.3 shall have the option to subscribe for and purchase the Anti-Dilution Non-Cash Securities for consideration be equal to the product of the number of Anti-Dilution Non-Cash Securities multiplied by the Non-Cash Consideration ValueValue from the applicable Non-Cash Transaction; provided that if such Non-Cash Transaction implies more than one Non-Cash Consideration Value paid by the applicable Persons in such Non-Cash Transaction, all as set forth the issue price of any such Equity Securities issued to such Investor shall be equal to the lowest such Non-Cash Consideration Value paid by any such Person. Notwithstanding the foregoing and for greater certainty, if the Equity Securities proposed to be offered in the Non-Cash Transaction Noticeare securities convertible into or exercisable or exchangeable for Common Shares, the number of Equity Securities that an Investor shall have a right to subscribe for and purchase pursuant to the Equity Right would be equal to the total number of Equity Securities actually sold pursuant to the Non-Cash Transaction multiplied by the applicable Investor Percentage. If MDCI an Investor elects to subscribe for such Anti-Dilution Non-Cash Equity Securities, MDCI such Investor shall provide written notice to the Corporation at least five by the close of business on the tenth (510th) Business Days prior to Day following the proposed closing date of day upon which the Non-Cash Transaction; and (c) Transaction Notice is delivered to the extent MDCI has exercised or exercises any MDCI Equity Right in accordance with Investor and the subscription elected by the Investor pursuant to this Section 3.33.3(b) shall close as promptly as possible following, or concurrently with, in the Corporation will sell the applicable number of Anti-Dilution Non-Cash Securities to MDCI on or before the date that is fifteen (15) Business Days following the completion of the Non-Cash TransactionCorporation’s discretion, and provided, further, that until the closing of such sale to MDCI (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the MDCI Pro Forma Percentage for the purposes of this Agreement shall be deemed to be the MDCI Pro Forma Percentage immediately prior to the completion of the applicable Non-Cash Transaction.

Non-Cash Transactions. As of the Closing Date, and for For so long as the MDCI Pro Forma Percentage is at least 10%DMSL’s Right continues to be in effect, in the event that the Corporation Primero proposes to issue Equity Securities in connection with a the Non-Cash Transaction, other than pursuant to Section 3.5: (a) the Corporation Primero shall deliver a notice to MDCI DMSL in writing as soon as possible prior to the public announcement of the Non-Cash Transaction, but in any event at least fifteen days ten (10) Business Days prior to the proposed closing date of the Non-Cash Transaction (the “Non-Cash Transaction Notice”) specifying: (i) the total number of Outstanding (Partially-Diluted) Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale issued in connection with the Non-Cash Transaction; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities which are proposed to be issued in connection with the Non- Cash Transaction; (iv) the consideration for which the Equity Securities are proposed to be issued in connection with the Non-Cash Consideration ValueTransaction; and (ivv) the proposed closing date of the Non-Cash Transaction;. (b) MDCI DMSL shall have the right right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number (the “Anti-Dilution Non-Cash Securities”) of Equity Securities that Primero actually issues in the Corporation proposes to offer for sale as Non- Cash Transaction described in the Non-Cash Transaction Notice such that MDCI DMSL and its Affiliates collectively may maintain the MDCI Pro Forma DMSL’s Percentage immediately prior to the first public announcement of the proposed Non-Cash Transaction, at a price per Primero Share equal to the lesser of: (i) the deemed price per Primero Share being issued pursuant to the Non-Cash Transaction, (ii) the volume weighted average trading price for the five (5) days immediately preceding the announcement of the Non-Cash Transaction, and (iii) the volume weighted average trading price for the five (5) days immediately preceding the closing of the Non-Cash Transaction, provided that in any case the price will not be less than the lowest price permitted on any stock exchange on which the Primero Shares are then traded. MDCI If DMSL elect to subscribe for such Equity Securities, DMSL shall have provide written notice to Primero by the option close of business on the third Business Day following the day upon which the Non-Cash Transaction Notice is received by DMSL. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 5(b) will complete concurrently with the closing of the issuance of the Equity Securities in the Non-Cash Transaction. (c) In the event that DMSL do not exercise the right to subscribe for and purchase Equity Securities set out in subsection 5(b), for the Anti-Dilution Non-Cash Securities for consideration equal to the product purposes of the number of Anti-Dilution Non-Cash Securities multiplied by the Non-Cash Consideration Value, all as set forth in the Non-Cash Transaction Notice. If MDCI elects to subscribe for such Anti-Dilution Non-Cash Securities, MDCI shall provide written notice to the Corporation at least five (5) Business Days prior to the proposed closing date of the Non-Cash Transaction; and (c) to the extent MDCI has exercised or exercises any MDCI next Equity Right in accordance with this Section 3.3, the Corporation will sell the applicable number of Anti-Dilution Non-Cash Securities to MDCI on or before the date that is fifteen (15) Business Days Financing following the completion of the Non-Cash Transaction, and provided, further, that until the closing of such sale to MDCI (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the MDCI Pro Forma Percentage for the purposes of this Agreement DMSL shall be deemed entitled to be subscribe for such number of Equity Securities, on terms no less favourable to DMSL than the MDCI Pro Forma terms offered to other potential purchasers under such Equity Financing, as shall allow DMSL and its Affiliates collectively to maintain DMSL’s Percentage held by them immediately prior to the completion closing of the Non-Non- Cash Transaction.