Common use of Post-Effective Time Procedures Clause in Contracts

Post-Effective Time Procedures. (a) On or promptly after the Effective Date, Northgate shall issue and deliver or arrange to be delivered to the Depositary certificates representing the Northgate Shares required to be issued to Primero Shareholders in accordance with the provisions of subsection 3.1(a) hereof, such certificates shall be held by the Depositary as agent and nominee for such Primero Shareholders for distribution to such Primero Shareholders in accordance with the provisions of Article 5 hereof. (b) Subject to the provisions of Article 5 hereof, Primero Shareholders shall be entitled to receive delivery of the certificates representing the Northgate Shares to which they are entitled pursuant to subsection 3.1(a)(i) hereof. Certificates representing former Primero Shares, other than those to which Article 4 applies, shall represent only the right to receive the Northgate Shares to which the former Primero Shareholder is entitled to receive pursuant to the Arrangement. (c) Northgate shall, as soon as practicable following the later of the Effective Date and the date of deposit by a former Primero Shareholder of a duly completed Letter of Transmittal and the certificates representing such Primero Shares, either: (i) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder of Primero Shares at the address specified in the Letter of Transmittal; or (ii) if requested by such former holder of Primero Shares in the Letter of Transmittal, make available or cause to be made available at the Depositary for pickup by such former holder of Primero Shares, certificates representing the number of Northgate Shares, issued to such former holder of Primero Shares under the Arrangement. (d) After the Effective Time, the Primero Shares to which Article 4 herein applies shall be cancelled and the certificates representing the former Primero Shares shall represent only the right to receive the payment which the Dissenting Shareholders are entitled to receive pursuant to Article 4. (e) After the Effective Time, Primero shall issue and deliver to Northgate a certificate representing the Primero Shares acquired by Northgate pursuant to subsection 3.1(a).

Post-Effective Time Procedures. (a) On For greater certainty, no Minefinders Optionholder to whom Minefinders Shares are issuable pursuant to Subsection 3.1(a) of this Plan of Arrangement shall be required to deliver share certificates representing the Minefinders Shares issued to such former Minefinders Optionholder pursuant to Subsection 3.1(a) of this Plan of Arrangement in order to receive the Consideration to which it is entitled for such Minefinders Shares in accordance with Subsection 3.1(c) of this Plan of Arrangement and no other Minefinders Optionholder who exercises Minefinders Options prior to or promptly after at the Effective Time shall be required to deliver share certificates representing Minefinders Shares to the extent that such certificates were not issued prior to the Election Deadline and provided such other Minefinders Optionholder otherwise provides satisfactory documentation evidencing due exercise of each Minefinders Option. (b) Following the receipt of the Final Order and prior to the Effective Date, Northgate Pan American shall issue and deliver or arrange to be delivered to the Depositary sufficient cash and certificates representing the Northgate Pan American Shares required to be issued to Primero Former Minefinders Shareholders in accordance with the provisions of subsection 3.1(aSubsection 3.1(c) hereof, such certificates shall to be held by the Depositary as agent and nominee for such Primero Former Minefinders Shareholders for distribution to such Primero Former Minefinders Shareholders in accordance with the provisions of Article 5 hereof. (bc) Subject An Eligible Holder whose Minefinders Shares are exchanged for Consideration that includes Pan American Shares pursuant to the provisions of Article 5 hereof, Primero Shareholders Arrangement shall be entitled to receive delivery make an income tax election, pursuant to section 85 of the certificates representing the Northgate Shares to which they are entitled pursuant to subsection 3.1(a)(iTax Act (and any analogous provision of provincial income tax law) hereof. Certificates representing former Primero Shares, other than those to which Article 4 applies, shall represent only the right to receive the Northgate Shares to which the former Primero Shareholder is entitled to receive pursuant (a “Section 85 Election”) with respect to the Arrangement. exchange by providing the necessary information prescribed by the Tax Act (cand, if applicable, any provincial tax statute) Northgate shall, as soon as practicable following (the later of “Section 85 Tax Election Information”) in accordance with the procedures set out in the tax instruction letter on or before 90 days after the Effective Date (the “Section 85 Election Period”). Provided such information is correct and complete and in compliance with requirements imposed under the date Tax Act (and any applicable provincial income tax law), Pan American shall, within 90 days after the end of deposit the Section 85 Election Period, deliver a signed Section 85 Election in the form prescribed by a former Primero Shareholder of a duly completed Letter of Transmittal and the certificates representing such Primero SharesTax Act (and, either: if applicable, by any provincial statute) (i) forward or cause to be forwarded by first class mail (postage prepaidcollectively, the “Section 85 Tax Election Form”) to the Eligible Holder for filing by such former holder Eligible Holder with the applicable Governmental Entities. Notwithstanding the previous sentence, but provided that Pan American signs and delivers a Section 85 Tax Election Form to an Eligible Holder who provided the Section 85 Tax Election Information before the end of Primero Shares at the address specified Section 85 Election Period, neither Minefinders, Pan American nor any successor corporation shall be responsible for ensuring the proper completion of any Section 85 Tax Election Form, or for any taxes, interest or penalties resulting from the failure of an Eligible Holder to complete or file such election form properly in the Letter of Transmittal; or form and manner and within the time prescribed by the Tax Act (ii) if requested by such former holder of Primero Shares in or any applicable provincial legislation). In its sole discretion, Pan American or any successor corporation may choose to execute and deliver a Section 85 Tax Election Form to an Eligible Holder who does not provide the Letter of Transmittalnecessary information within the Section 85 Election Period, make available or cause but will have no obligation to be made available at the Depositary for pickup by such former holder of Primero Shares, certificates representing the number of Northgate Shares, issued to such former holder of Primero Shares under the Arrangementdo so. (d) After Pan American will post a tax instruction letter on its website (xxx.xxxxxxxxxxxxxxxxx.xxx) on or before the first Business Day after the Effective Time, Date. The tax instruction letter will provide general instructions on how to make a Section 85 Election with Pan American in respect of the Primero sale of the Eligible Holder’s Minefinders Shares to which Article 4 herein applies shall be cancelled and the certificates representing the former Primero Shares shall represent only the right to receive the payment which the Dissenting Shareholders are entitled to receive pursuant to Article 4Pan American. (e) After the Effective Time, Primero shall issue and deliver to Northgate a certificate representing the Primero Shares acquired by Northgate pursuant to subsection 3.1(a).

Post-Effective Time Procedures. (a) On or promptly after before the Effective Date, Northgate : (i) Westlinks shall issue and deliver or arrange to be delivered to the Depositary certificates representing the Northgate Westlinks Preferred Shares required to be issued to Primero Former Big Horn Shareholders who are entitled to receive Westlinks Preferred Shares in partial exchange for Big Horn Common Shares in accordance with the provisions of subsection 3.1(a) section 3.1 hereof, such which certificates shall be held by the Depositary as agent and nominee for such Primero Former Big Horn Shareholders for distribution to such Primero Former Big Horn Shareholders in accordance with the provisions of Article 5 6 hereof; (ii) Westlinks shall deliver or arrange to be delivered to the Depositary certificates representing the Westlinks Common Shares required to be issued to Former Big Horn Shareholders who are entitled to receive Westlinks Common Shares in exchange for Big Horn Common Shares in accordance with the provisions of section 3.1 hereof, which certificates shall be held by the Depositary as agent and nominee for such Former Big Horn Shareholders for distribution to such Former Big Horn Shareholders in accordance with the provisions of Article 6 hereof; (iii) Westlinks shall deliver or arrange to be delivered to the Depositary agreements, duly executed by Westlinks, representing the Westlinks Options required to be granted to Big Horn Optionholders who are entitled to receive Westlinks Options in exchange for Big Horn Options in accordance with the provisions of section 3.1 hereof, which agreements shall be held by the Depositary as agent and nominee for such Big Horn Optionholders for distribution to such Big Horn Optionholders in accordance with the provisions of Article 6 hereof; (iv) the Corporation shall deliver to the Depositary one certificate representing the aggregate number of Special Shares required to be issued to Former Big Horn Shareholders who are entitled to receive Special Shares in partial exchange for their Big Horn Common Shares in accordance with the provisions of section 3.1 hereof, which certificate shall be held by the Depositary as agent and nominee for such Former Big Horn Shareholders until the Redemption Time and, until the Redemption Time, the interests of such Former Big Horn Shareholders in Special Shares shall be represented by entries on the register of the Corporation maintained by the Depositary in respect of the Special Shares; and (v) the Corporation shall deliver to the Depositary an amount equal to the Redemption Proceeds required to be paid upon the redemption of all of the outstanding Special Shares, which amount shall be held by the Depositary as agent and nominee for the Corporation until the Redemption Time and, thereafter, shall be paid to the former holders of Special Shares in accordance with the provisions of paragraph 3.2(b)(iv) and Article 6 hereof; The amount deposited with the Depositary in accordance with paragraphs 3.2(a)(v) hereof shall be held in an interest bearing account, and any interest earned thereon or on any portion thereof from the time it has been so deposited until the time it shall be required to be paid by the Depositary to the former holders of Special Shares in accordance with the provisions of Article 6 hereof shall be solely for the account of Corporation. Under no circumstances shall a former holder of Special Shares be entitled to interest accrued in respect of such holder's Redemption Proceeds, regardless of any delay in claiming such Redemption Proceeds or any delay by the Corporation or the Depositary in making such proceeds available. (b) Subject to the provisions of Article 5 6 hereof, Primero upon the occurrence of the Redemption Time Former Big Horn Shareholders who are entitled to receive: (i) Westlinks Common Shares in exchange for Big Horn Common Shares in accordance with the provisions of section 3.1 hereof shall be entitled to receive delivery of the certificates representing such Westlinks Common Shares; (ii) Westlinks Preferred Shares in partial exchange for Big Horn Common Shares in accordance with the Northgate Shares to which they are entitled pursuant to subsection 3.1(a)(i) hereof. Certificates representing former Primero Shares, other than those to which Article 4 applies, provisions of section 3.1 hereof shall represent only the right to receive the Northgate Shares to which the former Primero Shareholder is be entitled to receive pursuant to the Arrangement. (c) Northgate shall, as soon as practicable following the later delivery of the Effective Date and the date of deposit by a former Primero Shareholder of a duly completed Letter of Transmittal and the certificates representing such Primero Westlinks Preferred Shares, either:; (iiii) forward or cause Westlinks Options in partial exchange for Big Horn Common Shares in accordance with the provisions of section 3.1 hereof shall be entitled to be forwarded by first class mail (postage prepaid) to receive delivery of the agreements evidencing such former holder of Primero Shares at the address specified in the Letter of TransmittalWestlinks Options; orand (iiiv) if requested by such former holder of Primero Special Shares in partial exchange for Big Horn Common Shares in accordance with the Letter provisions of Transmittal, make available or cause to be made available at the Depositary for pickup by such former holder of Primero Shares, certificates representing the number of Northgate Shares, issued to such former holder of Primero Shares under the Arrangement. (d) After the Effective Time, the Primero Shares to which Article 4 herein applies section 3.1 hereof shall be cancelled and the certificates representing the former Primero Shares shall represent only the right entitled to receive the payment which the Dissenting Shareholders are entitled to receive pursuant to Article 4Redemption Proceeds in respect of such Special Shares. (e) After the Effective Time, Primero shall issue and deliver to Northgate a certificate representing the Primero Shares acquired by Northgate pursuant to subsection 3.1(a).

Post-Effective Time Procedures. (a) On or promptly after the Effective Date, Northgate IMA shall issue from treasury and deliver or arrange to be delivered to the Depositary certificates representing the Northgate IMA Common Shares required to be issued to Primero Barytex Shareholders in accordance with the provisions of subsection 3.1(a) hereofSection 3.1, such certificates shall be held by the Depositary as agent and nominee for such Primero Barytex Shareholders for distribution to such Primero Barytex Shareholders in accordance with the provisions of Article 5 hereof5. (b) Subject to the provisions of Article 5 hereof, Primero former Barytex Shareholders shall be entitled to receive delivery of the certificates representing the Northgate IMA Common Shares to which they are entitled pursuant to subsection 3.1(a)(i) hereofSection 3.1(b). Certificates representing former Primero Barytex Common Shares, other than those to which Article 4 applies, shall represent only the right to receive the Northgate IMA Common Shares to which the former Primero Barytex Shareholder is entitled to receive pursuant to the Barytex Arrangement. (c) Northgate IMA shall, as soon as practicable following the later of the Effective Date and the date of deposit by a former Primero Barytex Shareholder of a duly completed Letter of Transmittal and the certificates representing such Primero Barytex Common Shares, either: (i) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder of Primero Barytex Common Shares at the address specified in the Letter of Transmittal; or (ii) if requested by such former holder of Primero Barytex Common Shares in the Letter of Transmittal, make available or cause to be made available at the Depositary Depository for pickup by such former holder of Primero Barytex Common Shares, certificates representing the number of Northgate IMA Common Shares, issued to such former holder of Primero Barytex Common Shares under the Barytex Arrangement. (d) After the Effective Time, the Primero certificates representing the former Barytex Common Shares to which Article 4 herein applies shall be cancelled and the certificates representing the former Primero Shares shall represent only the right to receive the payment payment, which the Dissenting Shareholders are entitled to receive pursuant to Article 4. (e) After the Effective Time, Primero shall issue and deliver to Northgate a certificate representing the Primero Shares acquired by Northgate pursuant to subsection 3.1(a).

Post-Effective Time Procedures. (a) On For greater certainty, no Minefinders Optionholder to whom Minefinders Shares are issuable pursuant to Subsection 3.1(a) of this Plan of Arrangement shall be required to deliver share certificates representing the Minefinders Shares issued to such former Minefinders Optionholder pursuant to Subsection 3.1(a) of this Plan of Arrangement in order to receive the Consideration to which it is entitled for such Minefinders Shares in accordance with Subsection 3.1(c) of this Plan of Arrangement and no other Minefinders Optionholder who exercises Minefinders Options prior to or promptly after at the Effective Time shall be required to deliver share certificates representing Minefinders Shares to the extent that such certificates were not issued prior to the Election Deadline and provided such other Minefinders Optionholder otherwise provides satisfactory documentation evidencing due exercise of each Minefinders Option. (b) Following the receipt of the Final Order and prior to the Effective Date, Northgate Pan American shall issue and deliver or arrange to be delivered to the Depositary sufficient cash and certificates representing the Northgate Pan American Shares required to be issued to Primero Former Minefinders Shareholders in accordance with the provisions of subsection 3.1(aSubsection 3.1(c) hereof, such certificates shall to be held by the Depositary as agent and nominee for such Primero Former Minefinders Shareholders for distribution to such Primero Former Minefinders Shareholders in accordance with the provisions of Article 5 hereof. (bc) Subject An Eligible Holder whose Minefinders Shares are exchanged for Consideration that includes Pan American Shares pursuant to the provisions of Article 5 hereof, Primero Shareholders Arrangement shall be entitled to receive delivery make an income tax election, pursuant to section 85 of the certificates representing the Northgate Shares to which they are entitled pursuant to subsection 3.1(a)(iTax Act (and any analogous provision of provincial income tax law) hereof. Certificates representing former Primero Shares, other than those to which Article 4 applies, shall represent only the right to receive the Northgate Shares to which the former Primero Shareholder is entitled to receive pursuant (a “Section 85 Election”) with respect to the Arrangement. exchange by providing the necessary information and two properly completed copies of the election form prescribed by the Tax Act (cand, if applicable, any provincial tax statute) Northgate shall(collectively, as soon as practicable following a “Section 85 Tax Election Form”) in accordance with the later of procedures set out in the tax instruction letter on or before 90 days after the Effective Date (the “Section 85 Election Period”). Provided such information is correct and complete and in compliance with requirements imposed under the date Tax Act (or applicable provincial income tax law), Pan American shall, within 90 days after the end of deposit by a former Primero Shareholder the Section 85 Election Period, deliver two signed copies of a duly completed Letter of Transmittal and the certificates representing such Primero Shares, either: (i) forward or cause each Section 85 Tax Election Form so delivered to be forwarded by first class mail (postage prepaid) it to such former holder Eligible Holders for filing with the applicable Government Entities. Notwithstanding the previous sentence, but provided that Pan American signs and returns each properly completed Section 85 Tax Election Form received by it before the end of Primero Shares at the address specified Section 85 Election Period to the applicable Eligible Holders, neither Minefinders, Pan American nor any successor corporation shall be responsible for ensuring the proper completion of any Section 85 Tax Election Form nor, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to complete or file such election forms properly in the Letter of Transmittal; or form and manner and within the time prescribed by the Tax Act (ii) if requested by such former holder of Primero Shares in or any applicable provincial legislation). In its sole discretion, Pan American or any successor corporation may choose to execute and deliver a Section 85 Tax Election Form to an Eligible Holder that does not provide the Letter of Transmittalnecessary information within the Section 85 Election Period, make available or cause but will have no obligation to be made available at the Depositary for pickup by such former holder of Primero Shares, certificates representing the number of Northgate Shares, issued to such former holder of Primero Shares under the Arrangementdo so. (d) After Pan American will deliver a tax instruction letter to an Eligible Holder promptly upon receipt of a Letter of Transmittal in which the Effective Time, Eligible Holder has indicated that such holder wishes to receive a tax instruction letter. The tax instruction letter will provide general instructions on how to make a Section 85 Election with Pan American in respect of the Primero sale of the Eligible Holder’s Minefinders Shares to which Article 4 herein applies shall be cancelled and the certificates representing the former Primero Shares shall represent only the right to receive the payment which the Dissenting Shareholders are entitled to receive pursuant to Article 4Pan American. (e) After the Effective Time, Primero shall issue and deliver to Northgate a certificate representing the Primero Shares acquired by Northgate pursuant to subsection 3.1(a).

Post-Effective Time Procedures. (a) On or promptly after the Effective Date, Northgate IMA shall issue from treasury and deliver or arrange to be delivered to the Depositary certificates representing the Northgate IMA Common Shares required to be issued to Primero Kobex Shareholders in accordance with the provisions of subsection 3.1(a) hereofSection 3.1, such certificates shall be held by the Depositary as agent and nominee for such Primero Kobex Shareholders for distribution to such Primero Kobex Shareholders in accordance with the provisions of Article 5 hereof. (b) Subject to the provisions of Article 5 hereof, Primero former Kobex Shareholders shall be entitled to receive delivery of the certificates representing the Northgate IMA Common Shares to which they are entitled pursuant to subsection 3.1(a)(i) hereofSection 3.1(b). Certificates representing former Primero Kobex Common Shares, other than those to which Article 4 applies, shall represent only the right to receive the Northgate IMA Common Shares to which the former Primero Kobex Shareholder is entitled to receive pursuant to the Kobex Arrangement. (c) Northgate IMA shall, as soon as practicable following the later of the Effective Date and the date of deposit by a former Primero Kobex Shareholder of a duly completed Letter of Transmittal and the certificates representing such Primero Kobex Common Shares, either: (i) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder of Primero Kobex Common Shares at the address specified in the Letter of Transmittal; or (ii) if requested by such former holder of Primero Kobex Common Shares in the Letter of Transmittal, make available or cause to be made available at the Depositary Depository for pickup by such former holder of Primero Kobex Common Shares, certificates representing the number of Northgate IMA Common Shares, issued to such former holder of Primero Kobex Common Shares under the Kobex Arrangement. (d) After the Effective Time, the Primero certificates representing the former Kobex Common Shares to which Article 4 herein applies shall be cancelled and the certificates representing the former Primero Shares shall represent only the right to receive the payment payment, which the Dissenting Shareholders are entitled to receive pursuant to Article 4. (e) After the Effective Time, Primero shall issue and deliver to Northgate a certificate representing the Primero Shares acquired by Northgate pursuant to subsection 3.1(a).

Post-Effective Time Procedures. (a) On or promptly after the Effective Date, Northgate Apollo shall issue from treasury and deliver or arrange to be delivered to the Depositary certificates representing the Northgate Apollo Shares required to be issued to Primero Former Linear Shareholders in accordance with the provisions of subsection 3.1(a) section 3.01 hereof, such which certificates shall be held by the Depositary as agent and nominee for such Primero Former Linear Shareholders for distribution to such Primero Former Linear Shareholders in accordance with the provisions of Article 5 6 hereof. (b) Subject to the provisions of Article 5 6 hereof, Primero Former Linear Shareholders shall be entitled to receive delivery of the certificates representing the Northgate Apollo Shares to which they are entitled pursuant to subsection 3.1(a)(i3.01(d) hereof. Certificates representing former Primero Linear Shares, other than those to which Article 4 5 applies, shall represent only the right to receive the Northgate Apollo Shares to which the former Primero Former Linear Shareholder is entitled to receive pursuant to the Arrangement. (c) Northgate Apollo shall, as soon as practicable following the later of the Effective Date and the date of deposit by a former Primero Former Linear Shareholder of a duly completed Letter of Transmittal and the certificates representing such Primero SharesLinear shares, either: (i) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder of Primero Shares Former Linear Shareholder at the address specified in the Letter of Transmittal; or (ii) if requested by such former holder of Primero Shares Former Linear Shareholder in the Letter of Transmittal, make available or cause to be made available at the Depositary Depository for pickup pick-up by such former holder of Primero SharesFormer Linear Shareholder, certificates representing the number of Northgate Shares, Apollo Shares issued to such former holder of Primero Shares Former Linear Shareholder under the Arrangement. (d) After the Effective Time, the Primero certificates representing the former Linear Shares to which Article 4 5 herein applies shall be cancelled and the certificates representing the former Primero Shares shall represent only the right to receive the payment which the Dissenting Shareholders are entitled to receive pursuant to Article 45. (e) After the Effective Time, Primero shall issue and deliver to Northgate a certificate representing the Primero Shares acquired by Northgate pursuant to subsection 3.1(a).

Post-Effective Time Procedures. (a) On or promptly after the Effective Date, Northgate Xxxxxxx shall issue and deliver or arrange to be delivered to the Depositary certificates representing the Northgate Xxxxxxx Shares and Spinco shall issue and deliver or arrange to be delivered to the Depositary certificates representing the Spinco Shares, each as required to be issued to Primero Target Shareholders in accordance with the provisions this Plan of subsection 3.1(a) hereofArrangement, such certificates shall be held by the Depositary as agent and nominee for such Primero Target Shareholders for distribution to such Primero Target Shareholders in accordance with the provisions of Article 5 hereofFive. Pursuant to Section 5.05, the certificates representing the Spinco Shares will also represent Spinco Arrangement Warrants. (b) Subject to the provisions of Article 5 hereofFive and Section 3.02(c), Primero Target Shareholders shall be entitled to receive delivery of the certificates representing the Northgate Xxxxxxx Shares and Spinco Shares to which they are entitled pursuant to subsection 3.1(a)(i) hereofSection 3.01. Certificates representing former Primero Target Shares, other than those to which Article 4 Four applies, shall represent only the right to receive the Northgate Xxxxxxx Shares and Spinco Shares to which the former Primero Target Shareholder is entitled to receive pursuant to the Arrangement. (c) Northgate Xxxxxxx and Spinco shall, as soon as practicable following the later of the Effective Date and the date of deposit by a former Primero Target Shareholder of a duly completed Letter of Transmittal and the certificates representing such Primero the Target Shares, either: (i) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder of Primero Target Shares at the address specified in the Letter of Transmittal; or (ii) if requested by such former holder of Primero Target Shares in the Letter of Transmittal, make available or cause to be made available at the Depositary Depository for pickup by such former holder of Primero Target Shares, certificates representing the number of Northgate Denison Shares, Spinco Shares and, subject to Section 5.06, Spinco Arrangement Warrants issued to such former holder of Primero Target Shares under the Arrangement. (d) After the Effective Time, the Primero certificates representing the former Target Shares to which Article 4 Four herein applies shall be cancelled and the certificates representing the former Primero Shares shall represent only the right to receive the payment which the Dissenting Shareholders are entitled to receive pursuant to Article 4Four. (e) After the Effective Time, Primero shall issue and deliver to Northgate a certificate representing the Primero Shares acquired by Northgate pursuant to subsection 3.1(a).

Post-Effective Time Procedures. (a) On For greater certainty, no Minefinders Optionholder to whom Minefinders Shares are issuable pursuant to Subsection 3.1(a) of this Plan of Arrangement shall be required to deliver share certificates representing the Minefinders Shares issued to such former Minefinders Optionholder pursuant to Subsection 3.1(a) of this Plan of Arrangement in order to receive the Consideration to which it is entitled for such Minefinders Shares in accordance with Subsection 3.1(c) of this Plan of Arrangement and no other Minefinders Optionholder who exercises Minefinders Options prior to or promptly after at the Effective Time shall be required to deliver share certificates representing Minefinders Shares to the extent that such certificates were not issued prior to the Election Deadline and provided such other Minefinders Optionholder otherwise provides satisfactory documentation evidencing due exercise of each Minefinders Option. (b) Following the receipt of the Final Order and prior to the Effective Date, Northgate Pan American shall issue and deliver or arrange to be delivered to the Depositary sufficient cash and certificates representing the Northgate Pan American Shares required to be issued to Primero Former Minefinders Shareholders in accordance with the provisions of subsection 3.1(aSubsection 3.1(c) hereof, such certificates shall to be held by the Depositary as agent and nominee for such Primero Former Minefinders Shareholders for distribution to such Primero Former Minefinders Shareholders in accordance with the provisions of Article 5 hereof. (bc) Subject An Eligible Holder whose Minefinders Shares are exchanged for Consideration that includes Pan American Shares pursuant to the provisions of Article 5 hereof, Primero Shareholders Arrangement shall be entitled to receive delivery make an income tax election, pursuant to section 85 of the certificates representing the Northgate Shares to which they are entitled pursuant to subsection 3.1(a)(iTax Act (and any analogous provision of provincial income tax law) hereof. Certificates representing former Primero Shares, other than those to which Article 4 applies, shall represent only the right to receive the Northgate Shares to which the former Primero Shareholder is entitled to receive pursuant (a “Section 85 Election”) with respect to the Arrangement. exchange by providing the necessary information prescribed by the Tax Act (cand, if applicable, any provincial tax statute) Northgate shall, as soon as practicable following (the later of “Section 85 Tax Election Information”) in accordance with the procedures set out in the tax instruction letter on or before 90 days after the Effective Date (the “Section 85 Election Period”). Provided such information is correct and complete and in compliance with requirements imposed under the date Tax Act (and any applicable provincial income tax law), Pan American shall, within 90 days after the end of deposit the Section 85 Election Period, deliver a signed Section 85 Election in the form prescribed by a former Primero Shareholder of a duly completed Letter of Transmittal and the certificates representing such Primero SharesTax Act (and, either: if applicable, by any provincial statute) (i) forward or cause to be forwarded by first class mail (postage prepaidcollectively, the “Section 85 Tax Election Form”) to the Eligible Holder for filing by such former holder Eligible Holder with the applicable Governmental Entities. Notwithstanding the previous sentence, but provided that Pan American signs and delivers a Section 85 Tax Election Form to an Eligible Holder who provided the Section 85 Tax Election Information before the end of Primero Shares at the address specified Section 85 Election Period, neither Minefinders, Pan American nor any successor corporation shall be responsible for ensuring the proper completion of any Section 85 Tax Election Form, or for any taxes, interest or penalties resulting from the failure of an Eligible Holder to complete or file such election form properly in the Letter of Transmittal; or form and manner and within the time prescribed by the Tax Act (ii) if requested by such former holder of Primero Shares in or any applicable provincial legislation). In its sole discretion, Pan American or any successor corporation may choose to execute and deliver a Section 85 Tax Election Form to an Eligible Holder who does not provide the Letter of Transmittalnecessary information within the Section 85 Election Period, make available or cause but will have no obligation to be made available at the Depositary for pickup by such former holder of Primero Shares, certificates representing the number of Northgate Shares, issued to such former holder of Primero Shares under the Arrangementdo so. (d) After Pan American will post a tax instruction letter on its website (xxx.xxxxxxxxxxxxxxxxx.xxx) on or before the first Business Day after the Effective TimeDate. The tax instruction letter will provide general instructions on how to make a Section 85 Election with Pan American in respect of the sale of the Eligible Holder’s Minefinders Shares to Pan American. 10. As a result of the amendments set out in Sections 5, 6, 7, 8 and 9 above, the Primero Shares Plan of Arrangement attached as Schedule “A” to which Article 4 herein applies the Original Agreement shall be cancelled amended and restated in the form attached as Schedule “A” to this Amendment Agreement. 11. This Amendment Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the certificates representing laws of Canada applicable therein. Each of the former Primero Shares shall represent only parties hereby irrevocably attorns to the right exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters arising under and in relation to receive this Amendment Agreement and waives any defences to the payment which maintenance of an action in the Dissenting Shareholders are entitled to receive pursuant to Article 4Courts of the Province of Ontario. (e) After 12. This Amendment Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the Effective Time, Primero shall issue and deliver to Northgate a certificate representing the Primero Shares acquired by Northgate pursuant to subsection 3.1(a)same document.