Common use of Public Filings; Financial Statements Clause in Contracts

Public Filings; Financial Statements. (a) Parent has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent SEC Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

Public Filings; Financial Statements. (a) Parent has filed Buyer and its Subsidiaries that are required to file, or that file, forms, reports or other documents with or furnished to the SEC on a timely basis (the "Buyer Reporting Subsidiaries") have filed and made available to Players all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents required to be filed by Buyer and the Buyer Reporting Subsidiaries with or furnished to the SEC by Parent since December 31January 1, 2011 1995 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent "Buyer SEC Documents”Reports"). As The Buyer SEC Reports (including any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed, complied in all material respects with the applicable requirements of their respective filing dates the Securities Act, and the Exchange Act, as the case may be, and (orii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The Except as set forth in Section 4.4(a), each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretonotes) included or incorporated by reference of Buyer contained in the Parent Buyer SEC Documents (i) have been prepared Reports complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto, (ii) have been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects presented the consolidated financial position of Parent Buyer and its consolidated Subsidiaries as of the dates thereof and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end audit adjustments that which, with respect to interim periods since December 31, 1998, were not, not or are not expected to be, be material in amount). The audited balance sheet of Buyer as of June 30, 1998 is referred to herein as the "Buyer Balance Sheet. (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange."

Public Filings; Financial Statements. (a) Parent The Company has filed with or furnished to the SEC U.S. Securities and Exchange Commission (the “SEC”) on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the SEC by Parent the Company since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Company SEC Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder, such as Industry Guide 7), and none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent Company SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent Since June 30, 2014, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP or applicable Law. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions. (d) Since December 31, 2012, the Company has maintained disclosure controls and procedures and internal controls over financial reporting, in each case sufficient to satisfy the requirements of the Exchange Act and other federal securities Laws. The Company has disclosed, based on its most recent evaluation of the Company’s internal control over financial reporting prior to the date hereof, to the Company’s auditors (i) any significant deficiencies and material weaknesses in the design or operation of the Company’s internal control over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. A true and complete copy of all such disclosures has been made available to Parent. (e) Since December 31, 2012, (i) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company or any of its Subsidiaries or to any Governmental Entity. (f) The Company has filed with or furnished to the securities commissions in the Provinces of British Columbia, Alberta and Ontario (the “Canadian Securities Regulators Regulators”) on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent the Company since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent the Company has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the CompanyParent. (dg) Parent As of the date hereof, there are no outstanding or unresolved comments in the comment letters received from the SEC or the Canadian Securities Regulators with respect to the Company SEC Documents or Canadian Securities Documents. To the Knowledge of the Company, none of the Company SEC Documents or Canadian Securities Documents is subject to ongoing review or outstanding SEC or Canadian Securities Regulator comment or investigation. (h) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries. (i) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange, the Toronto Stock Exchange and any other exchange on which its shares are listed. The Company is not subject to the rules or regulations of the Deutsche Börse. (j) No Subsidiary of the Company is or has ever been required to file any form, report, schedule, statement or other document with the SEC or any Canadian Securities Regulator.

Public Filings; Financial Statements. (a) Parent None of Lady Luck's Subsidiaries is required to file forms, reports and documents with the SEC. Lady Luck has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, forms, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to by the SEC by Parent Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act since December 31, 2011 (all such documents, together 1998. Except as set forth in Section 3.4(a) of the Lady Luck Disclosure Schedule and except for matters otherwise corrected by the subsequent filing with all exhibits and schedules the SEC of an appropriate amendment prior to the foregoing materials and all information incorporated therein by referencedate of this Agreement, the “Parent reports, forms, documents filed by Lady Luck with the SEC Documents”prior to the date of this Agreement (the "Lady Luck SEC Reports") (including any financial statements filed as a part thereof or incorporated by reference therein). As (i) at the time filed, complied in all material respects with the applicable requirements of their respective filing dates the Securities Act and the Exchange Act, as the case may be, and (orii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Lady Luck SEC Reports or necessary in order to make the statements thereinin such Lady Luck SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The Except as set forth in Section 3.4(a), each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretonotes) included or incorporated by reference of Lady Luck contained in the Parent Lady Luck SEC Documents (i) have been prepared Reports complied as to form in a manner consistent all material respects with the books applicable rules and records regulations of Parent and its Subsidiaries, (ii) have been the SEC with respect thereto; was prepared in accordance with GAAP generally accepted accounting principles (except"GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretoExchange Act), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects presented the consolidated financial position of Parent Lady Luck and its Subsidiaries as of the dates thereof dates, and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectperiods, in indicated, except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end audit adjustments that which, with respect to interim periods since December 31, 1998, were not, not or are not expected to be, be material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since . The audited balance sheet of Lady Luck as of December 31, 2011 (all such documents, together with all exhibits 1998 is referred to herein as the "Lady Luck Balance Sheet." The unaudited consolidated balance sheet and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue consolidated income statement of a material fact or omitted Lady Luck as of and for the period ended June 30, 1999 are referred to state a material fact required to be stated therein or necessary in order to make herein as the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company"Lady Luck Interim Financial Statements. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange."

Public Filings; Financial Statements. (a) Parent CIVC has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required pursuant to be filed with or furnished to the SEC by Parent since December 31, 2011 applicable Canadian Securities Laws (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent SEC Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian CIVC Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment)dates, the Parent Canadian CIVC Securities Documents complied in all material respects with the then applicable requirements of the Canadian securities Securities Laws (includingand, in each caseat the respective times they were filed, the rules and regulations promulgated thereunder), and none of the Parent Canadian CIVC Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements any statement therein, in light of the circumstances under which they were it was made, not misleading. Since December 31, 2011, Parent CIVC has not filed any confidential disclosure reports which have not at the date hereof become public knowledge. (b) The financial statements (including, in each case, any notes thereto) of CIVC for the year ended November 30, 2017, and for the three and nine month periods ended August 31, 2018, included in the CIVC Securities Documents were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the assets, liabilities and financial condition of CIVC as of the respective dates thereof and the earnings, results of operations and changes in financial position of CIVC for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to customary year- end audit adjustments and to any other adjustments described therein). Except as disclosed in the CIVC Securities Documents, CIVC has not, since November 30, 2017, made any change report with any in the accounting practices or policies applied in the preparation of its financial statements. (c) CIVC is now, and on the Effective Date will be, a “reporting issuer” (or its equivalent) under Canadian Securities RegulatorLaws of each of the Provinces of Ontario, except for those reports that either (i) are no longer confidential Alberta and British Columbia. CIVC is not currently in default in any material respect of any requirement of Canadian Securities Laws and CIVC is not included on a list of defaulting reporting issuers maintained by any of the securities commissions or (ii) have been disclosed to the Companysimilar regulatory authorities in each of such Provinces. (d) Parent is in compliance in all CIVC has not had any material respects correspondence with any Canadian securities regulator which has not been disclosed to Cannus. (e) There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since November 30, 2017, with the applicable listing present or former auditors of CIVC. (f) No order ceasing or suspending trading in securities of any CIVC or CIVC Subco or prohibiting the sale of securities by CIVC or CIVC Subco has been issued that remains outstanding and, to the knowledge of CIVC, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission, self-regulatory organization or the TSXV. (g) CIVC maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and corporate governance rules (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and regulations appropriate action is taken with respect to any differences. (h) There are no contracts with CIVC, on the one hand, and: (i) any officer or director of CIVC or CIVC Subco; (ii) any holder of 5% or more of the New York Stock Exchangeequity securities of CIVC; or (iii) an associate or affiliate of a Person in (i) or (ii), on the other hand.

Public Filings; Financial Statements. (a) Parent None of Players' Subsidiaries is required to file forms, reports and documents with the SEC. Players has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, forms, statements (including proxy, information and registration statements) and other documents required to be filed by the Securities Act and the Exchange Act since March 31, 1998. Except as set forth in Section 3.4(a) of the Players Disclosure Schedule and except for matters otherwise corrected by the subsequent filing with or furnished the SEC of an appropriate amendment prior to the date of this Agreement, the reports, forms, documents filed by Players with the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules prior to the foregoing materials date of this Agreement (the "Players SEC Reports") (including any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and all information incorporated therein by referencethe Exchange Act, as the “Parent SEC Documents”). As of their respective filing dates case may be, and (orii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Players SEC Reports or necessary in order to make the statements thereinin such Players SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The Except as set forth in Section 3.4(a), each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretonotes) included or incorporated by reference of Players contained in the Parent Players SEC Documents (i) have been prepared Reports complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto, (ii) have been was prepared in accordance with GAAP generally accepted accounting principles (except"GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects presented the consolidated financial position of Parent Players and its consolidated Subsidiaries as of the dates thereof and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end audit adjustments that which, with respect to interim periods since December 31, 1998, were not, not or are not expected to be, be material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December . The audited balance sheet of Players as of March 31, 2011 (all such documents, together with all exhibits and schedules 1998 is referred to herein as the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company"Players Balance Sheet. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange."

Public Filings; Financial Statements. (a) Parent Harveys has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents required to be filed by Harveys with or furnished to the SEC by Parent since December 31February 28, 2011 1999 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referencecollectively, the “Parent "Harveys SEC Documents”Reports"). As of their respective filing dates The Harveys SEC Reports (or, including any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentsubsequent filing), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder"), and none Section 16(a) of the Parent SEC Documents contained any untrue statement Securities Exchange Act of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make 1934, as amended (the statements therein"Exchange Act"), in light of as the circumstances under which they were madecase may be, not misleading. (b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were did not, at the time they were filed (or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentsubsequent filing), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Harveys SEC Reports or necessary in order to make the statements thereinin such Harveys SEC Reports, in the light of the circumstances under which they were made, not misleading. Since December 31None of Harveys' Subsidiaries is required to file forms, 2011, Parent has not filed any confidential material change report reports or other documents with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the CompanySEC. (db) Parent is Each of the consolidated financial statements (including, in compliance each case, any related notes) of Harveys contained in the Harveys SEC Reports filed prior to the date hereof complied as to form in all material respects with the applicable listing and corporate governance published rules and regulations of the New York Stock ExchangeSEC with respect thereto in effect at the time of such filing, was prepared in accordance with generally accepted accounting principles ("GAAP") in effect at the time of such preparation applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) and fairly presented in all material respects the consolidated financial position of Harveys and its consolidated Subsidiaries as of the dates, and the consolidated results of its operations and cash flows for the periods, indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which, with respect to interim periods since November 30, 2000, were not or are not expected to be material in amount. The unaudited balance sheet of Harveys as of February 28, 2001 is referred to herein as the "Harveys Balance Sheet."

Public Filings; Financial Statements. (a) Parent The Company has timely filed with or furnished to the SEC on a timely basis all forms, reports, schedules, forms, statements (including proxy, information and registration statements) and other documents required to be filed by it with or furnished the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2009, pursuant to the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent SEC Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent SEC Documents complied in all material respects with the applicable reporting requirements of the Securities Exchange Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained any untrue statement of except for those filings not timely filed as would not reasonably be expected to have a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingMaterial Adverse Effect. (b) The financial statements (including As of their respective dates, the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply Public Filings complied as to form in all material respects with applicable accounting the requirements of the Exchange Act or the Securities Act, as the case may be, and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished promulgated thereunder applicable to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder)Public Filings, and none of the Parent Canadian Securities Documents Public Filings, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31The Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States, 2011consistently applied, Parent has not filed any confidential material change report with any Canadian Securities Regulator, during the periods involved (except for those reports that either (i) are no longer confidential as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) have been disclosed in the case of unaudited interim statements, to the Company. (dextent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Reports on Form 10-Q or 10-QSB) Parent is in compliance and fairly present in all material respects with the applicable listing and corporate governance rules and regulations consolidated financial position of the New York Stock ExchangeCompany as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

Public Filings; Financial Statements. (a) Parent has filed Showboat and its Subsidiaries that are required to file forms, reports or other documents with or furnished to the SEC on a timely basis (the "Reporting Subsidiaries") have filed and made available to Xxxxxx'x all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents required to be filed by Showboat and the Reporting Subsidiaries with or furnished to the SEC by Parent since December 31January 1, 2011 1995 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referencecollectively, the “Parent "Showboat SEC Documents”Reports"). As The Showboat SEC Reports (including any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed, complied in all material respects with the applicable requirements of their respective filing dates the Securities Act of 1933, as amended (orthe "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Showboat SEC Reports or necessary in order to make the statements thereinin such Showboat SEC Reports, in the light of the circumstances under which they were made, not misleading. Other than Showboat Marina Casino Partnership and Showboat Marina Finance Corporation, none of Showboat's Subsidiaries is a Reporting Subsidiary. (b) The financial statements (including To the related notes and schedules thereto) included or incorporated by reference in best knowledge of Showboat, the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed by Sydney Harbour with or furnished to the Canadian Australian Securities Regulators by Parent Commission since December 31June 1, 2011 1995 (all such documentscollectively, the "Sydney Harbour Reports"), when taken together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referenceShowboat SEC Reports, did not, at the “Parent Canadian Securities Documents”). As of their respective filing dates time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Sydney Harbour Reports and the Showboat SEC Reports or necessary in order to make the statements thereinin such Sydney Harbour Reports and Showboat SEC Reports, in the light of the circumstances under in which they were made, not misleading. Since December 31Except as disclosed in Section 3.4(b) of the Showboat Disclosure Schedule and to the best knowledge of Showboat, 2011since the end of the most recent fiscal year of Sydney Harbour for which audited financial statements have been filed in a Sydney Harbour Report, Parent there has not filed been any confidential material change report with any Canadian Securities Regulatorevent, except for those reports that either (i) are no longer confidential development, state or (ii) affairs or condition, or series or combination of events, developments, states of affairs or conditions, which, individually or in the aggregate, has had or is reasonably likely to have been disclosed to the Companya Showboat Material Adverse Effect. (dc) Parent is Each of the consolidated financial statements (including, in compliance each case, any related notes) of Showboat contained in the Showboat SEC Reports complied as to form in all material respects with the applicable listing and corporate governance published rules and regulations of the New York Stock ExchangeSEC with respect thereto, was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Showboat and its consolidated Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which, with respect to interim periods since December 31, 1996, were not or are not expected to be material in amount. The audited balance sheet of Showboat as of December 31, 1996 is referred to herein as the "Showboat Balance Sheet."

Public Filings; Financial Statements. (a) Parent has filed with or furnished Except as set forth in Schedule 3.03 to the SEC on a Zemex Disclosure Letter: (i) since January 1, 2000 Zemex has timely basis filed all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents with the SEC and other applicable Governmental Entities required to be filed with or furnished by it pursuant to the SEC by Parent since December 31, 2011 Canadian Securities Laws and US Securities Laws (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent SEC Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As , and Zemex has made available or, as the case may be, will when filed make available to Parentco a correct and complete copy of each of the Securities Documents; (ii) as of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment)dates, the Parent Canadian Securities Documents complied in all material respects with the then applicable requirements of Canadian securities Securities Laws (includingand US Securities Laws, in each caseand, at the rules and regulations promulgated thereunder)respective times when they were filed, and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements any statement therein, in light of the circumstances under which they were it was made, not misleading; and (iii) Zemex is a reporting issuer under the Canadian Securities Laws of the Province of Ontario and is not in default of any requirement of such Canadian Securities Laws. Since December 31, 2011, Parent Zemex has not filed any confidential disclosure reports which have not at the date hereof become publicly disclosed. No Zemex Group Member, other than Zemex, is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended. As of the date hereof, there are no material change report unresolved comments issued by the staff of the SEC with respect to any Canadian of the Securities RegulatorDocuments. (b) Each set of annual and quarterly consolidated financial statements (including, except for those reports that either in each case, any notes thereto) of the Zemex Group included in the Securities Documents (i) are no longer confidential or complies as to form in all material respects with US Securities Laws and Canadian Securities Laws, and (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented, in all material respects, the consolidated assets, liabilities and financial condition of the Zemex Group as of the respective dates thereof and the consolidated earnings, results of operations and cash flows of the Zemex Group for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments and to any other adjustments described therein which were not or are not expected to be material in amount). For the purposes of this Agreement, regardless of whether they have been disclosed filed with the SEC, the Securities Documents shall be deemed to include the Companyaudited financial statements of the Zemex Group as of and for the fiscal year ended December 31, 2002 (the “Fiscal 2002 Financial Statements”). (c) Since January 1, 2000, there has not been any reportable disagreement (within the meaning of National Policy Statement 31 of the Canadian Securities Administrators) with the current or any former auditors of Zemex. (d) Parent is in compliance in all material respects To the knowledge of Zemex, after consultation with the applicable listing and corporate governance rules and regulations outside legal counsel, no provincial or state take-over statute or similar statute or regulation (including Rule 61-501 of the New York Stock ExchangeOSC) applies to this Agreement or the Arrangement. (e) The combined sales of the Zemex Group in the 12 months preceding the date hereof and for the fiscal year ended December 31, 2002 (x) in and into the United States is less than $110,000,000, and (y) in and into Canada is less than CDN $400,000,000. The combined assets of the Zemex Group (x) in the United States are less than $105,000,000, and (y) in Canada are less than CDN $400,000,000.

Public Filings; Financial Statements. (a) Parent None of Players' Subsidiaries is required to file forms, reports and documents with the SEC. Players has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, forms, statements (including proxy, information and registration statements) and other documents required to be filed by the Securities Act and the Exchange Act since March 31, 1998. Except as set forth in Section 3.4(a) of the Players Disclosure Schedule and except for matters otherwise corrected by the subsequent filing with or furnished the SEC of an appropriate amendment prior to the date of this Agreement, the reports, forms, documents filed by Players with the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules prior to the foregoing materials date (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and all information incorporated therein by referencethe Exchange Act, as the “Parent SEC Documents”). As of their respective filing dates case may be, and (orii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Players SEC Reports or necessary in order to make the statements thereinin such Players SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The Except as set forth in Section 3.4(a), each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretonotes) included or incorporated by reference of Players contained in the Parent Players SEC Documents (i) have been prepared Reports complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto, (ii) have been was prepared in accordance with GAAP generally accepted accounting principles (except"GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects presented the consolidated financial position of Parent Players and its consolidated Subsidiaries as of the dates thereof and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end audit adjustments that which, with respect to interim periods since December 31, 1998, were not, not or are not expected to be, be material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December . The audited balance sheet of Players as of March 31, 2011 (all such documents, together with all exhibits and schedules 1998 is referred to herein as the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company"Players Balance Sheet. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange."

Public Filings; Financial Statements. (a) Parent Buyer has filed with or furnished and made available to the SEC on a timely basis Company all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents required to be filed with or furnished to the SEC by Parent since December 31January 1, 2011 1997. Buyer's Registration Statement on Form F-3 (all such documentsFile No. 333-11324), filed with the SEC on January 7, 2000, together with all exhibits and schedules to the foregoing materials and all information documents incorporated therein by reference, as amended (the “Parent "Buyer Registration Statement"; said Buyer Registration Statement and all reports now or hereafter incorporated therein by reference to be referred to as the "Buyer SEC Documents”). As of their respective filing dates Reports") (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent SEC Documents complied i) was prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the Exchange Act case may be, and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder)of the SEC thereunder applicable to such Buyer Registration Statement, and none of the Parent SEC Documents contained (ii) does not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements statements, as amended (including the including, in each case, any related notes and schedules thereto) included or incorporated by reference schedules), contained in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been Buyer Registration Statement were prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto)to such financial statements or, (iii) comply in the case of unaudited statements as to form in all material respects with applicable accounting requirements and the published rules and regulations of permitted by the SEC with respect thereto, on Form 6-K under the Exchange Act) and (iv) fairly present presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as of the dates thereof and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied consistent in all material respects with the applicable books and records of Company and its Subsidiaries; provided, however, that interim financial statements may be in summary format, may be limited to operating statement and balance sheet information, do not comply with the footnote requirements of Canadian securities Laws U.S. GAAP and may be subject to normal year end adjustments. (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. c) Since December 31, 20111997, Parent Buyer has not timely filed any confidential material change report with any Canadian Securities Regulator, except for those all reports that either (i) are no longer confidential or (ii) have been disclosed required to be filed by it pursuant to the CompanyExchange Act. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

Public Filings; Financial Statements. (a) Parent Molystar has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required pursuant to be filed with or furnished to applicable Canadian Securities Laws (the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent SEC "Molystar Securities Documents”"). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment)dates, the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Molystar Securities Documents complied in all material respects with the then applicable requirements of the Canadian securities Securities Laws (includingand all other applicable securities laws) and, in each caseat the respective times they were filed, the rules and regulations promulgated thereunder), and none of the Parent Canadian Molystar Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements any statement therein, in light of the circumstances under which they were it was made, not misleading. Since December 31, 2011, Parent Molystar has not filed any confidential disclosure reports which have not at the date hereof become public knowledge. (b) The consolidated financial statements (including, in each case, any notes thereto) of Molystar for the years ended December 31, 2019 and 2018 and for the three and six month periods ended June 30, 2020 and 2019 included in the Molystar Securities Documents were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated assets, liabilities and financial condition of Molystar and its consolidated subsidiaries as of the respective dates thereof and the consolidated earnings, results of operations and changes in financial position of Molystar and its consolidated subsidiaries for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to customary year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Molystar Securities Documents, Molystar has not, since June 30, 2020, made any change report with any in the accounting practices or policies applied in the preparation of its financial statements. (c) Molystar is now, and on the Effective Date will be, a "reporting issuer" (or its equivalent) under Canadian Securities Regulator, except for those reports that either (i) are no longer confidential Laws of each of the Provinces of Alberta and British Columbia and Ontario. Molystar is not currently in default in any material respect of any requirement of Canadian Securities Laws and Molystar is not included on a list of defaulting reporting issuers maintained by any of the securities commissions or (ii) have been disclosed to the Companysimilar regulatory authorities in each of such Provinces. (d) Parent is in compliance in all material respects There has not been any reportable event (within the meaning of National Instrument 51- 102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since December 31, 2019 with the applicable listing and corporate governance rules and regulations present or former auditors of the New York Stock ExchangeMolystar Group. (e) No order ceasing or suspending trading in securities of any Molystar Group Member or prohibiting the sale of securities by any Molystar Group Member has been issued that remains outstanding and, to the knowledge of Molystar, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission or self-regulatory organization. (f) Molystar maintains a system of internal accounting controls appropriate for a company of its size and sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) access to assets is permitted only in accordance with management's general or specific authorization; and

Public Filings; Financial Statements. (a) Parent Buyer has filed with or furnished and made available to the SEC on a timely basis Company all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents required to be filed with or furnished to the SEC by Parent since December 31January 1, 2011 1997. Buyer's Registration Statement on Form F-3 (all such documentsFile No. 333-11324), filed with the SEC on January 7, 2000, together with all exhibits and schedules to the foregoing materials and all information documents incorporated therein by reference, as amended (the “Parent "Buyer Registration Statement"; said Buyer Registration Statement and all reports now or hereafter incorporated therein by reference to be referred to as the "Buyer SEC Documents”). As of their respective filing dates Reports") (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent SEC Documents complied i) was prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the Exchange Act case may be, and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder)of the SEC thereunder applicable to such Buyer Registration Statement, and none of the Parent SEC Documents contained (ii) does not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements statements, as amended (including the including, in each case, any related notes and schedules thereto) included or incorporated by reference schedules), contained in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been Buyer Registration Statement were prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto)to such financial statements or, (iiiin the case of unaudited statements as permitted by the -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 32 SEC on Form 6-K under the Exchange Act) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as of the dates thereof and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied consistent in all material respects with the applicable books and records of Company and its Subsidiaries; provided, however, that interim financial statements may be in summary format, may be limited to operating statement and balance sheet information, do not comply with the footnote requirements of Canadian securities Laws U.S. GAAP and may be subject to normal year end adjustments. (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. c) Since December 31, 20111997, Parent Buyer has not timely filed any confidential material change report with any Canadian Securities Regulator, except for those all reports that either (i) are no longer confidential or (ii) have been disclosed required to be filed by it pursuant to the CompanyExchange Act. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

Public Filings; Financial Statements. (a) Parent has filed Showboat and its Subsidiaries that are required to file forms, reports or other documents with or furnished to the SEC on a timely basis (the "Reporting Subsidiaries") have filed and made available to Harrah's all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents xxxxxxxxs required to be filed by Showboat and the Reporting Subsidiaries with or furnished to the SEC by Parent since December 31January 1, 2011 1995 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referencecollectively, the “Parent "Showboat SEC Documents”Reports"). As The Showboat SEC Reports (including any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed, complied in all material respects with the applicable requirements of their respective filing dates the Securities Act of 1933, as amended (orthe "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Showboat SEC Reports or necessary in order to make the statements thereinin such Showboat SEC Reports, in the light of the circumstances under which they were made, not misleading. Other than Showboat Marina Casino Partnership and Showboat Marina Finance Corporation, none of Showboat's Subsidiaries is a Reporting Subsidiary. (b) The financial statements (including To the related notes and schedules thereto) included or incorporated by reference in best knowledge of Showboat, the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed by Sydney Harbour with or furnished to the Canadian Australian Securities Regulators by Parent Commission since December 31June 1, 2011 1995 (all such documentscollectively, the "Sydney Harbour Reports"), when taken together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referenceShowboat SEC Reports, did not, at the “Parent Canadian Securities Documents”). As of their respective filing dates time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Sydney Harbour Reports and the Showboat SEC Reports or necessary in order to make the statements thereinin such Sydney Harbour Reports and Showboat SEC Reports, in the light of the circumstances under in which they were made, not misleading. Since December 31Except as disclosed in Section 3.4(b) of the Showboat Disclosure Schedule and to the best knowledge of Showboat, 2011since the end of the most recent fiscal year of Sydney Harbour for which audited financial statements have been filed in a Sydney Harbour Report, Parent there has not filed been any confidential material change report with any Canadian Securities Regulatorevent, except for those reports that either (i) are no longer confidential development, state or (ii) affairs or condition, or series or combination of events, developments, states of affairs or conditions, which, individually or in the aggregate, has had or is reasonably likely to have been disclosed to the Companya Showboat Material Adverse Effect. (dc) Parent is Each of the consolidated financial statements (including, in compliance each case, any related notes) of Showboat contained in the Showboat SEC Reports complied as to form in all material respects with the applicable listing and corporate governance published rules and regulations of the New York Stock ExchangeSEC with respect thereto, was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Showboat and its consolidated Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which, with respect to interim periods since December 31, 1996, were not or are not expected to be material in amount. The audited balance sheet of Showboat as of December 31, 1996 is referred to herein as the "Showboat Balance Sheet."

Public Filings; Financial Statements. (a) Parent The Company has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, forms, statements (including proxy, information and registration statements) and other documents required to be filed by the Company under the rules of the OTC Marketplace, and will effect such filings with the Commission under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or furnished 15(d) thereof, as soon as practicable in order to be a reporting company with the SEC by Parent since December 31, 2011 Commission (all such documents, together with all exhibits and schedules to the foregoing materials materials, including the exhibits thereto and all information documents incorporated therein by referencereference therein, as well as the Form 10 filed by the Company with the Commission on 11 January 2019, collectively referred to herein as the “Parent SEC DocumentsPublic Filings”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment)dates, the Parent SEC Documents Public Filings complied in all material respects with the applicable requirements of the OTC Marketplace or Securities Act and the Exchange Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder)as applicable, and none of the Parent SEC Documents Public Filings, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31The Company has never been an issuer subject to, 2011or identified in, Parent has not filed any confidential material change report with any Canadian Rule 144(i) under the Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to Act. To the best knowledge of the Company. (d) Parent is , the financial statements of the Company included in compliance the Public Filings comply in all material respects with applicable accounting requirements and the applicable listing and corporate governance rules and regulations of the New York Stock ExchangeCommission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Public Filings; Financial Statements. (a) Parent Rio has filed with or furnished and made available to the SEC on a timely basis Harrah's all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents required to be filed by Rio and the Rio Xxxxxxxxg Subsidiaries with or furnished to the SEC by Parent since December 31January 1, 2011 1995 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referencecollectively, the “Parent "RIO SEC Documents”REPORTS"). As Except as disclosed in Schedule 3.4(a) of their respective filing dates the Rio Disclosure Schedule, none of Rio's Subsidiaries is required to file forms, reports and documents with the SEC. The Rio SEC Reports (orincluding any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Rio SEC Reports or necessary in order to make the statements thereinin such Rio SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretonotes) included or incorporated by reference of Rio contained in the Parent Rio SEC Documents (i) have been prepared Reports complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto, (ii) have been was prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated such financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subjectstatements or, in the case of unaudited statements, as indicated in the Rio SEC Reports) and fairly presented the consolidated financial position of Rio and its consolidated Subsidiaries as 10 of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end audit adjustments that which, with respect to interim periods since December 31,1997, were not, not or are not expected to be, be material in amount). The audited balance sheet of Rio as of December 31,1997 is referred to herein as the "RIO BALANCE SHEET. (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange."

Public Filings; Financial Statements. (a1) Parent Since December 3, 1999, the Company has filed with or furnished to the SEC on a timely basis Securities and Exchange Commission (the "SEC") all forms, reports, schedules, forms, registration statements (including proxy, information and registration statements) and other documents required to be filed by it as a registrant under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except for matters otherwise corrected by the subsequent filing with or furnished the SEC of an appropriate amendment prior to the date of this Subscription Agreement, such reports, forms, and documents filed by the Company with the SEC by Parent prior to the date of this Subscription Agreement and since December 313, 2011 1999 (all such documentsthe "Company SEC Reports") (including any financial statements filed as a part thereof or incorporated by reference therein) did not, together with all exhibits and schedules to at the foregoing materials and all information incorporated therein by reference, the “Parent SEC Documents”). As of their respective filing dates time they were filed (or, or if amended or superseded by a filing prior to the date of this Subscription Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. (b2) The Each of the consolidated financial statements (including including, in each case, any related notes) of the related notes and schedules thereto) included or incorporated by reference Company contained in the Parent Company SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been Reports was prepared in accordance with GAAP the books of account and other financial records of the Company and in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretoExchange Act), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects presented the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof dates, and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectperiods, in indicated, except that the case of unaudited statements, interim financial statements were subject to normal and recurring year-end audit adjustments that which were not, or are not expected to be, material in amount). (c3) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreementhereof, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) there are no longer confidential liabilities, contingencies, changes, facts or (ii) circumstances that have not been publicly disclosed by the Company and that could reasonably be expected to the Companyhave a Material Adverse Effect. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

Public Filings; Financial Statements. (a) Parent NBP has filed with or furnished and made available to BPI, BPE and the SEC on a timely basis Sellers all forms, reports, schedules, statements (including proxy, information and registration statements) reports and other documents required to be filed by NBP with or furnished to the SEC by Parent Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (the "EXCHANGE ACT") since December 31January 1, 2011 2000. All such required forms, reports and other documents (all such documents, together with all exhibits including those that NBP may file after the date hereof and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent SEC Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this AgreementClosing) are referred to herein as the "NBP SEC REPORTS." The NBP SEC Reports (i) were or will be filed on a timely basis, then on the date of such amendment), the Parent SEC Documents complied (ii) were or will be prepared in compliance in all material Material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated of the SEC thereunder), and none of (iii) did not, or will not at the Parent SEC Documents contained time they were or are filed, contain any untrue statement of a material Material fact or omitted omit to state a material Material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since the last date on which an NBP SEC Report was filed, there has been no Material change in the assets, liabilities, condition (financial or otherwise), operating results, business or prospects of NBP or NBILP or in the ability of NBP or NBILP to perform its obligations under this Agreement or that could Materially impair or prohibit the consummation of the transactions contemplated by this Agreement. (b) The Each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretoschedules) included contained or incorporated by reference to be contained in the Parent NBP SEC Documents Reports (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) complied or will comply as to form in all material Material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (ivii) fairly present were or will be prepared in all material respects accordance with GAAP (except as may be indicated in the consolidated notes to such financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subjectstatements or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented or will fairly present the consolidated financial position of NBP and its subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, consistent with the books and records of NBP and its subsidiaries, except that the unaudited interim financial statements were or will be subject to normal and recurring year-end audit adjustments that were not, not or are not expected to be, material in amount)be Material. (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

Public Filings; Financial Statements. (a) Parent None of Players' Subsidiaries is required to file forms, reports and documents with the SEC. Players has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, forms, statements (including proxy, information and registration statements) and other documents required to be filed by the Securities Act and the Exchange Act since March 31, 1998. Except as set forth in Section 3.4(a) of the Players Disclosure Schedule and except for matters otherwise corrected by the subsequent filing with or furnished the SEC of an appropriate amendment prior to the date of this Agreement, the reports, forms, documents filed by Players with the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules prior to the foregoing materials date of this Agreement (the "PLAYERS SEC REPORTS") (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and all information incorporated therein by referencethe Exchange Act, as the “Parent SEC Documents”). As of their respective filing dates case may be, and (orii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Players SEC Reports or necessary in order to make the statements thereinin such Players SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The Except as set forth in Section 3.4(a), each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretonotes) included or incorporated by reference of Players contained in the Parent Players SEC Documents (i) have been prepared Reports complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto, (ii) have been was prepared in accordance with GAAP generally accepted accounting principles (except"GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects presented the consolidated financial position of Parent Players and its consolidated Subsidiaries as of the dates thereof and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end audit adjustments that which, with respect to interim periods since March 31, 1999, were not, not or are not expected to be, be material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December . The audited balance sheet of Players as of March 31, 2011 (all such documents, together with all exhibits and schedules 1999 is referred to herein as the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company"PLAYERS BALANCE SHEET. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange."

Public Filings; Financial Statements. (a) Parent Buyer has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents required to be filed by Buyer with or furnished to the SEC by Parent since December 31January 1, 2011 1996 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent "Buyer SEC Documents”Reports"). As The Buyer SEC Reports (including any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed, complied in all material respects with the applicable requirements of their respective filing dates the Securities Act of 1933, as amended (orthe "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretonotes) included or incorporated by reference of Buyer contained in the Parent Buyer SEC Documents (i) have been prepared Reports complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto, (ii) have been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects presented the consolidated financial position of Parent Buyer and its consolidated Subsidiaries as of the dates thereof and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-year- end audit adjustments that which, with respect to interim periods since December 31, 1998, were not, not or are not expected to be, be material in amount). The audited balance sheet of Buyer as of April 25, 1999 is referred to herein as the "Buyer Balance Sheet. (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange."

Public Filings; Financial Statements. (a) Parent Except for certain Form 51-102F3 Material Change Reports that were not filed on SEDAR in connection with the dissemination and filing on SEDAR of certain news releases that were filed pursuant to applicable Canadian Securities Laws and except for a Form 51-102F6V Statement of Executive Compensation – Venture Issuers for the financial years ended December 31, 2016 and 2017 that were not filed on SEDAR on or prior to the filing deadlines thereof, LVI has filed with or furnished to the SEC all documents on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents SEDAR required to be filed with or furnished pursuant to applicable Canadian Securities Laws (the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent SEC "LVI Securities Documents”"). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment)dates, the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian LVI Securities Documents complied in all material respects with the then applicable requirements of the Canadian securities Securities Laws (includingand all other applicable securities laws) and, in each caseat the respective times they were filed, the rules and regulations promulgated thereunder), and none of the Parent Canadian LVI Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements any statement therein, in light of the circumstances under which they were it was made, not misleading. Since December 31, 2011, Parent LVI has not filed any confidential disclosure reports which have not at the date hereof become public knowledge. (b) The consolidated financial statements (including, in each case, any notes thereto) of LVI for the years ended December 31, 2017 and 2016 and for the three months ended March 31, 2018 included in the LVI Securities Documents were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated assets, liabilities and financial condition of LVI as of the respective dates thereof and the consolidated earnings, results of operations and changes in financial position of LVI and its consolidated subsidiaries for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to customary year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the LVI Securities Documents, LVI has not, since March 31, 2018, made any change report with any in the accounting practices or policies applied in the preparation of its financial statements. (c) LVI is now, and on the Effective Date will be, a "reporting issuer" (or its equivalent) under Canadian Securities RegulatorLaws of each of the Provinces of Alberta, except for those reports that either (i) are no longer confidential British Columbia, Manitoba, Ontario and Saskatchewan. LVI is not currently in default in any material respect of any requirement of Canadian Securities Laws and LVI is not included on a list of defaulting reporting issuers maintained by any of the securities commissions or (ii) have been disclosed to the Companysimilar regulatory authorities in each of such Provinces. (d) Parent is in compliance in all material respects There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since December 31, 2017 with the applicable listing present or former auditors of LVI. (e) LVI has not entered into any agreement with or agreed to any undertaking in favour of any securities regulatory authority or other Governmental Authority, including in respect of any prospectus offering, with which LVI has not complied. (f) No order ceasing or suspending trading in securities of LVI or prohibiting the sale of securities by LVI has been issued that remains outstanding and, to the knowledge of LVI, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission, self-regulatory organization or the CSE. (g) LVI maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) access to assets is permitted only in accordance with management's general or specific authorization; and corporate governance rules (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and regulations appropriate action is taken with respect to any differences. (h) LVI complies with the public distribution requirements of the New York Stock ExchangeCSE. (i) Other than services agreements entered into between LVI and executive officers of LVI (or Associates thereof), there are no Contracts with LVI, on the one hand, and: (i) any officer or director of LVI; (ii) any holder of 5% or more of the equity securities of LVI; or

Public Filings; Financial Statements. (a) Parent has filed Buyer and its Subsidiaries that are required to file forms, reports or other document with or furnished to the SEC on a timely basis (the "BUYER REPORTING SUBSIDIARIES") have filed and made available to Buyer all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents required to be filed by Buyer and the Buyer Reporting Subsidiaries with or furnished to the SEC by Parent since December 31January 1, 2011 1995 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referencecollectively, the “Parent "BUYER SEC Documents”REPORTS"). As The Buyer SEC Reports (including any financial statements filed as part thereof or incorporated by reference therein) (i) at the time filed, complied in all material respects with the applicable requirements of their respective filing dates the Securities Act and the Exchange Act, as the case may be, and (orii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretonotes) included or incorporated by reference of Buyer contained in the Parent Buyer SEC Documents (i) have been prepared Reports complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto, (ii) have been was prepared in accordance with GAAP applied on a consistent basis throughout the period involved (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects presented the consolidated financial position of Parent Buyer and its consolidated Subsidiaries as of the dates thereof and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end audit adjustments that which, with respect to interim periods since December 31, 1998, were not, not or are not expected to be, be material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

Public Filings; Financial Statements. (a) Parent i. Since November 12, 1991, the Company has filed with or furnished to the SEC on a timely basis Securities and Exchange Commission (the "SEC") all forms, reports, schedules, forms, registration statements (including proxy, information and registration statements) and other documents required to be filed by it as a registrant under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except for matters otherwise corrected by the subsequent filing with or furnished the SEC of an appropriate amendment prior to the date of this Agreement, such reports, forms, and documents filed by the Company with the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules prior to the foregoing materials date of this Agreement and all information since November 12, 1991 (the "Company SEC Reports") (including any financial statements filed as a part thereof or incorporated therein by referencereference therein) did not, at the “Parent SEC Documents”). As of their respective filing dates time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The ii. Each of the consolidated financial statements (including including, in each case, any related notes) of the related notes and schedules thereto) included or incorporated by reference Company contained in the Parent Company SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been Reports was prepared in accordance with GAAP the books of account and other financial records of the Company and in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretoExchange Act), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects presented the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof dates, and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectperiods, in indicated, except that the case of unaudited statements, interim financial statements were subject to normal and recurring year-end audit adjustments that which were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

Public Filings; Financial Statements. (a) Parent Bridgeport has filed all documents required pursuant to Canadian Securities Laws and has filed with or furnished to to, as applicable, the SEC on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) , reports and other documents (including exhibits and all other information incorporated by reference) required to be filed with or furnished to by it with the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, collectively the “Parent SEC Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Bridgeport Securities Documents”). As of their respective filing dates (orother than the annual report on Form 20-F for the year ended April 30, if amended by a filing prior to 2012, which representation is made as of the date of this Agreement, then on the date of amendment to such amendmentForm 20-F), the Parent Canadian Bridgeport Securities Documents complied in all material respects with the then applicable requirements of the Canadian securities Securities Laws (includingand the U.S. Exchange Act, in each caseas applicable, and, at the rules and regulations promulgated thereunder)respective times they were filed, and none of the Parent Canadian Bridgeport Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements any statement therein, in light of the circumstances under which they were it was made, not misleading. Since December 31, 2011, Parent Bridgeport has not filed any confidential material change report reports which have not at the date hereof become public knowledge. (b) The consolidated financial statements (including, in each case, any notes thereto) of Bridgeport included in the Bridgeport Securities Documents were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated assets, liabilities and financial condition of Bridgeport and its consolidated subsidiaries as of the respective dates thereof and the consolidated earnings, results of operations and changes in financial position of Bridgeport and its consolidated subsidiaries for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Bridgeport Securities Documents, Bridgeport has not, since April 30, 2011, made any change in the accounting practices or policies applied in the preparation of its financial statements. (c) Bridgeport is a “reporting issuer” (or its equivalent) under Canadian Securities RegulatorLaws of each of the Provinces of Canada other than Quebec. Bridgeport is not currently in default in any material respect of any requirement of Canadian Securities Laws and Bridgeport is not included on a list of defaulting reporting issuers maintained by any of the securities commissions or similar regulatory authorities in each of such Provinces. No delisting, except for those reports that either (i) are no longer confidential suspension of trading or (ii) have been disclosed cease trading order with respect to the CompanyBridgeport Shares is pending or, to the knowledge of Bridgeport, threatened. To the knowledge of Bridgeport, no inquiry, review or investigation (formal or informal) of any securities regulatory authority under applicable securities Laws or the TSX is in effect or ongoing or expected to be implemented or undertaken. The Bridgeport Shares are registered pursuant to Section 12(g) of the U.S. Exchange Act and Bridgeport is subject to the reporting requirements of Section 13(a) of the U.S. Exchange Act. (d) Parent The outstanding Bridgeport Shares, October 2014 Warrants and the Second December 2012 Warrants are listed on the TSX under the trading symbol “BPV”, “BPV.WT” and “BPV.WT.A”, respectively. Bridgeport is in material compliance with the listing requirements of the TSX, provided that any such non-compliance would not have a Material Adverse Effect on Bridgeport and provided further that nothing herein shall be construed as representation by Bridgeport that it will meet the listing requirements of the TSX on the Effective Date or the effect on the listing if the listing requirements are not met in connection with the Business Combination. (e) There has not been any reportable event (within the meaning of National Instrument 51- 102 of the Canadian Securities Administrators) since April 30, 2011 with the present or former auditors of the Bridgeport Group. (f) Outside of the ordinary course of business, there are no contracts with Bridgeport, on the one hand, and: (i) any officer or director of the Bridgeport Group; (ii) any holder of 5% or more of the equity securities of Bridgeport; or (iii) an Associate or Affiliate of a person in (i) or (ii), on the other hand. (g) Bridgeport has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the U.S. Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of Bridgeport are being made only in accordance with authorizations of management and the Board of Directors of Bridgeport, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Bridgeport’s assets that could have a material effect on Bridgeport’s financial statements. (h) Bridgeport’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by Bridgeport in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Bridgeport’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Bridgeport required under the U.S. Exchange Act with respect to such reports. Bridgeport has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to Bridgeport’s auditors and the audit committee of the Board of Directors of Bridgeport (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting known to Bridgeport that are reasonably likely to adversely affect in any material respect Bridgeport’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, known to Bridgeport that involves management or other employees who have a significant role in Bridgeport’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 5, as in effect on the date of this Agreement. (i) Neither Bridgeport nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Sxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of Bridgeport or any of its Subsidiaries. Bridgeport is otherwise in compliance with all applicable provisions of the Sxxxxxxx-Xxxxx Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) The Books and Records provided to Premier Gold and Premier Royalty and their advisors in connection with their due diligence investigations are all of the Books and Records relating to the Bridgeport Group, and fairly and correctly set out and disclose, in all material respects with the applicable listing and corporate governance rules and regulations respects, all material financial transactions of the New York Stock ExchangeBridgeport Group, all of which are under the exclusive ownership and direct control of the Bridgeport Group (including all means of access thereto and therefrom) and each such person has original or true copies of all such Books and Records in its possession.

Public Filings; Financial Statements. (a) Parent The Company has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, forms, statements (including proxy, information and registration statements) and other documents required to be filed by the Company under the rules of the OTC Marketplace, and will effect such filings with the Commission under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or furnished 15(d) thereof, as soon as practicable in order to be a reporting company with the SEC by Parent since December 31, 2011 Commission (all such documents, together with all exhibits and schedules to the foregoing materials materials, including the exhibits thereto and all information documents incorporated therein by referencereference therein, being collectively referred to herein as the “Parent SEC DocumentsPublic Filings”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment)dates, the Parent SEC Documents Public Filings complied in all material respects with the applicable requirements of the OTC Marketplace or Securities Act and the Exchange Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder)as applicable, and none of the Parent SEC Documents Public Filings, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31The Company has never been an issuer subject to, 2011or identified in, Parent has not filed any confidential material change report with any Canadian Rule 144(i) under the Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to Act. To the best knowledge of the Company. (d) Parent is , the financial statements of the Company included in compliance the Public Filings comply in all material respects with applicable accounting requirements and the applicable listing and corporate governance rules and regulations of the New York Stock ExchangeCommission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Public Filings; Financial Statements. (a) Parent The Company has timely filed with or furnished to the SEC on a timely basis all forms, reports, schedules, forms, statements (including proxy, information and registration statements) and other documents required to be filed by it with or furnished the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2007, pursuant to the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent SEC Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent SEC Documents complied in all material respects with the applicable reporting requirements of the Securities Exchange Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained any untrue statement of except for those filings not timely filed as would not reasonably be expected to have a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingMaterial Adverse Effect. (b) The financial statements (including As of their respective dates, the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply Public Filings complied as to form in all material respects with applicable accounting the requirements of the Exchange Act or the Securities Act, as the case may be, and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished promulgated thereunder applicable to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder)Public Filings, and none of the Parent Canadian Securities Documents Public Filings, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31The Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States, 2011consistently applied, Parent has not filed any confidential material change report with any Canadian Securities Regulator, during the periods involved (except for those reports that either (i) are no longer confidential as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) have been disclosed in the case of unaudited interim statements, to the Company. (dextent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Reports on Form 10-Q or 10-QSB) Parent is in compliance and fairly present in all material respects with the applicable listing and corporate governance rules and regulations consolidated financial position of the New York Stock ExchangeCompany as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

Public Filings; Financial Statements. (a) Parent Since January 1, 1998, Buyer has filed with or furnished to the SEC on a timely basis all forms, required reports, schedules, forms, statements (including proxy, information and registration statements) and other documents (including exhibits and all other information incorporated therein) required to be filed with or furnished to under the SEC by Parent since December 31Securities Act of 1933, 2011 as amended (all such documentsthe "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (together with all exhibits other required reports, schedules, forms, statements and schedules to other such documents filed after the foregoing materials and date hereof (the "Buyer SEC Reports")). On January 7, 2000, Buyer filed a Registration Statement on Form F-3 (File No. 333-11324) (such Registration Statement including all information documents incorporated therein by reference, as amended, is hereinafter referred to as the “Parent SEC Documents”"January Registration Statement"). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment)dates, the Parent Buyer SEC Documents Reports and the January Registration Statement complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act case may be, and all other applicable federal securities Laws (including, in each case, the rules and regulations of the SEC promulgated thereunder)thereunder applicable to such Buyer SEC Reports and the January Registration Statement, and and, except to the extent that information contained in any Buyer SEC Report has been revised or superseded by a later filed Buyer SEC Report, none of the Parent Buyer SEC Documents Reports or the January Registration Statement, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) of Buyer included or incorporated by reference in the Parent Buyer SEC Documents (i) have been prepared in a manner consistent Reports and the January Registration Statement, comply as to form, as of their respective dates of filing with the books SEC, in all material respects with applicable accounting requirements and records the published rules and regulations of Parent and its Subsidiariesthe SEC with respect thereto, (ii) have been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by Form 106-Q K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent Buyer and its consolidated Subsidiaries as of the dates thereof and their respective the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statementsadjustments) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied are consistent in all material respects with the applicable requirements books and records of Canadian securities Laws Buyer. (includingc) Buyer has provided Company with unaudited consolidated financial statements as of, in each caseand for, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since year ended December 31, 20111999 (the "Buyer Unaudited Financial Statements"). The unaudited balance sheet of Buyer as of December 31, Parent has not filed any confidential 1999 is referred to herein as the "Buyer Balance Sheet." The Buyer Unaudited Financial Statements were prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements) and fairly present in all material change report with any Canadian Securities Regulatorrespects the consolidated financial position of Buyer and its subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company. (d) Parent is in compliance consistent in all material respects with the applicable listing books and corporate governance rules records of Buyer and regulations its subsidiaries, except that the Buyer Unaudited Financial Statements are subject to normal and recurring year-end adjustments, which are not expected to be material in amount, and for the absence of the New York Stock Exchangecomplete footnotes.

Public Filings; Financial Statements. (a) Parent has filed Xxxxxx'x and its Subsidiaries that are required to file forms, reports or other documents with or furnished to the SEC on a timely basis (the "XXXXXX'X REPORTING SUBSIDIARIES") have filed and made available to Xxxxxx'x all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents required to be filed by Xxxxxx'x and the Xxxxxx'x Reporting Subsidiaries with or furnished to the SEC by Parent since December 31January 1, 2011 1995 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referencecollectively, the “Parent "XXXXXX'X SEC Documents”REPORTS"). As The Xxxxxx'x SEC Reports (including any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed, complied in all material respects with the applicable requirements of their respective filing dates the Securities Act and the Exchange Act, as the case may be, and (orii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Xxxxxx'x SEC Reports or necessary in order to make the statements thereinin such Xxxxxx'x SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretonotes) included or incorporated by reference of Xxxxxx'x contained in the Parent Xxxxxx'x SEC Documents (i) have been prepared Reports complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto, (ii) have been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects presented the consolidated financial position of Parent Xxxxxx'x and its consolidated Subsidiaries as of the dates thereof and their respective the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end audit adjustments that which, with respect to interim periods since December 31, 1997, were not, not or are not expected to be, be material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since . The audited balance sheet of Xxxxxx'x as of December 31, 2011 (all such documents, together with all exhibits and schedules 1997 is referred to herein as the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company"XXXXXX'X BALANCE SHEET. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange."

Public Filings; Financial Statements. (a) Parent Rio has filed with or furnished and made available to the SEC on a timely basis Xxxxxx'x all forms, reports, schedules, statements (including proxy, information reports and registration statements) and other documents required to be filed by Rio and the Rio Reporting Subsidiaries with or furnished to the SEC by Parent since December 31January 1, 2011 1995 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referencecollectively, the “Parent "RIO SEC Documents”REPORTS"). As Except as disclosed in Schedule 3.4(a) of their respective filing dates the Rio Disclosure Schedule, none of Rio's Subsidiaries is required to file forms, reports and documents with the SEC. The Rio SEC Reports (orincluding any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Rio SEC Reports or necessary in order to make the statements thereinin such Rio SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements (including the including, in each case, any related notes and schedules theretonotes) included or incorporated by reference of Rio contained in the Parent Rio SEC Documents (i) have been prepared Reports complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto, (ii) have been was prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated such financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subjectstatements or, in the case of unaudited statements, as indicated in the Rio SEC Reports) and fairly presented the consolidated financial position of Rio and its consolidated Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end audit adjustments that which, with respect to interim periods since December 31,1997, were not, not or are not expected to be, be material in amount). The audited balance sheet of Rio as of December 31,1997 is referred to herein as the "RIO BALANCE SHEET. (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the Company. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange."

Public Filings; Financial Statements. (a) Parent The Company has timely filed with or furnished to the SEC on a timely basis all registration statements, prospectuses, forms, reports, schedulesdefinitive proxy statements, statements (including proxy, information schedules and registration statements) and other documents required to be filed with by it (i) under the Securities Act of 1933, as amended (the "Securities Act"), (ii) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or furnished to (iii) that certain indenture between the SEC by Parent Company and U.S. Trust Company, National Association, dated as of May 11, 1999, as the case may be, since December 31January 1, 2011 2000 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referencecollectively, the “Parent "Company SEC Documents”Reports"). As Each Company SEC Report (A) as of their respective filing dates its date, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (orB) did not, at the time it was filed (or if amended by a filing made prior to the date of this Agreement, then on the date of such amendmentamended filing), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. (b) The Each of the consolidated financial statements (including the related including, in each case, any notes and schedules thereto) included or incorporated by reference contained in the Parent Company SEC Documents Reports filed prior to the date hereof (i) have been prepared complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto in effect at the time of such filing, (ii) have been was prepared in accordance with GAAP generally accepted accounting principles (except"GAAP") in effect at the time of such preparation applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof dates, and their respective the consolidated results of its operations and cash flows for the periods then ended periods, indicated (subject, in the case of unaudited statements, interim financial statements to the absence of footnotes and normal and recurring year-end audit adjustments that were which did not, and would not, individually or are not in the aggregate, reasonably be expected to behave a Company Material Adverse Effect). The books and records of the Company and each Subsidiary of the Company have been, material and are being, maintained in amount)accordance with applicable legal and accounting requirements as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability. (c) The Company has previously provided to Parent a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or furnished other instrument which previously had been filed by the Company with the SEC pursuant to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with Act or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the CompanyExchange Act. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

Public Filings; Financial Statements. (a) Parent Since December 31, 1998, Seller has filed with or furnished to the SEC on a timely basis all forms, required reports, schedules, forms, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to under the SEC by Parent since December 31Securities Act and the Exchange Act, 2011 (all such documents, together with all exhibits other required reports, schedules, forms, statements and schedules to other such documents filed after the foregoing materials and all information incorporated therein by reference, date hereof (the “Parent Seller SEC DocumentsReports”)). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment)dates, the Parent Seller SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act case may be, and all other applicable federal securities Laws (including, in each case, the rules and regulations of the SEC promulgated thereunder)thereunder applicable to such Seller SEC Reports, and and, except to the extent that information contained in any Seller SEC Report has been revised or superseded by a later filed Seller SEC Report, none of the Parent Seller SEC Documents Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes and schedules thereto) of Seller included or incorporated by reference in the Parent Seller SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its SubsidiariesReports, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present in all material respects the consolidated financial position of Parent Seller and its consolidated Subsidiaries as of the dates thereof and their respective the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). (c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statementsadjustments) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied are consistent in all material respects with the applicable requirements books and records of Canadian securities Laws Seller. (includingc) Seller has provided Buyer with (i) unaudited, in each case, internally prepared statements of historical revenues and expenses of Seller related to the rules and regulations promulgated thereunder), and none Businesses as of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 20112001 for the twelve (12) month period then ended (collectively, Parent has not filed any confidential material change report with any Canadian Securities Regulatorthe “Seller Statement of Revenues and Expenses”) and (ii) an unaudited, except for those reports that either internally prepared statements of assets showing all assets of Seller used in the conduct of the Businesses as of December 31, 2001 (the “Statement of Assets”). The Seller Statements of Revenues and Expenses (i) are no longer confidential or fairly present in all material respects the revenues and expenses of Seller related to the Businesses as of the date thereof and for the period indicated, and (ii) have been disclosed to the Company. (d) Parent is in compliance are consistent in all material respects with the applicable listing books and corporate governance rules and regulations records of the New York Stock ExchangeBusinesses. The Statement of Assets (i) fairly present in all material respects the assets of Seller used in the conduct of the Businesses as of the date thereof and (ii) are consistent in all material respects with the books and records of the Businesses.

Public Filings; Financial Statements. (a) Parent The Company has timely filed with or furnished to the SEC on a timely basis all registration statements, prospectuses, forms, reports, schedulesdefinitive proxy statements, statements (including proxy, information schedules and registration statements) and other documents required to be filed with by it (i) under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or furnished to (iii) that certain indenture between the SEC by Parent Company and U.S. Trust Company, National Association, dated as of May 11, 1999, as the case may be, since December 31January 1, 2011 2000 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by referencecollectively, the “Parent Company SEC DocumentsReports”). As Each Company SEC Report (A) as of their respective filing dates its date, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (orB) did not, at the time it was filed (or if amended by a filing made prior to the date of this Agreement, then on the date of such amendmentamended filing), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. (b) The Each of the consolidated financial statements (including the related including, in each case, any notes and schedules thereto) included or incorporated by reference contained in the Parent Company SEC Documents Reports filed prior to the date hereof (i) have been prepared complied as to form in a manner consistent all material respects with the books applicable published rules and records regulations of Parent and its Subsidiariesthe SEC with respect thereto in effect at the time of such filing, (ii) have been was prepared in accordance with GAAP generally accepted accounting principles (except“GAAP”) in effect at the time of such preparation applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof dates, and their respective the consolidated results of its operations and cash flows for the periods then ended periods, indicated (subject, in the case of unaudited statements, interim financial statements to the absence of footnotes and normal and recurring year-end audit adjustments that were which did not, and would not, individually or are not in the aggregate, reasonably be expected to behave a Company Material Adverse Effect). The books and records of the Company and each Subsidiary of the Company have been, material and are being, maintained in amount)accordance with applicable legal and accounting requirements as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability. (c) The Company has previously provided to Parent a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or furnished other instrument which previously had been filed by the Company with the SEC pursuant to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with Act or furnished to the Canadian Securities Regulators by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent Canadian Securities Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent Canadian Securities Documents complied in all material respects with the applicable requirements of Canadian securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent Canadian Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2011, Parent has not filed any confidential material change report with any Canadian Securities Regulator, except for those reports that either (i) are no longer confidential or (ii) have been disclosed to the CompanyExchange Act. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.