Common use of Purchaser Circular Clause in Contracts

Purchaser Circular. (a) Subject to the Company complying with Section 2.6(e), the Purchaser will, in consultation with the Company: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws in connection with the approval of the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser Meeting; and (ii) cause the Purchaser Circular to be sent to the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by applicable Laws. (b) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Purchaser Circular (including with respect to any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by the Purchaser) and will provide the Purchaser Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting. (c) The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Purchaser Circular and the Company Circular and to the identification in the Purchaser Circular and the Company Circular of each such advisor (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments. All information relating solely to the Company included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to the Company, acting reasonably, and the Purchaser Circular will include: (i) a statement that the Purchaser Board has unanimously, after consulting with management of the Purchaser and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution and the rationale for that recommendation; (iii) a copy of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder Resolution. (e) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentation. The Company hereby indemnifies and saves harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentation. (f) The Purchaser and the Company will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular or any other document referred to in Section 2.6(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith. (g) The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or CSE in connection with the Purchaser Circular.

Purchaser Circular. (a) Subject to the Company complying with Section 2.6(e), the Purchaser will, in consultation with the Company: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws in connection with the approval of the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser Meeting; and (ii) if necessary, cause the Purchaser Circular to be sent to the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by applicable Laws. (b) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Purchaser Circular (including with respect to any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than in each case with respect to any information furnished by the PurchaserCompany) and will provide the Purchaser Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting. (c) The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Purchaser Circular and the Company Nomad Circular and to the identification in the Purchaser Circular and the Company Nomad Circular of each such advisor. (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with a reasonable an opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments. All information relating solely to the Company included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to the Company, acting reasonably, and the Purchaser Circular will include: (i) a statement that the Purchaser Board has unanimously, after consulting with management of the Purchaser and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution and the rationale for that recommendation; (iii) a copy of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder Resolution. (e) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentationMisrepresentation. The Company hereby indemnifies and saves harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation Misrepresentation or alleged misrepresentationMisrepresentation. (f) The Purchaser and the Company will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular or any other document referred to in Section 2.6(e) contains any misrepresentation Misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing (if required by the Court or by Law) and dissemination to the public of any required supplement or amendment to the Purchaser Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith. (g) The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or CSE the TSX or NYSE in connection with the Purchaser Circular.

Purchaser Circular. (a1) Subject to the Company complying with Section 2.6(e), the The Purchaser willshall prepare and complete, in consultation with the Company: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws Law in connection with the approval of Purchaser Shareholder Meeting, and the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser Meeting; and (ii) shall, promptly, and in any event no later than May 31, 2019, cause the Purchaser Circular and such other documents to be filed and sent to the each Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer Shareholder and filed other Person as required by applicable LawsLaw, in each case so as to permit the Purchaser Meeting to be held by the date specified in Section 2.11(1)(a). (b2) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable LawsLaw, and, without limiting the generality of the foregoing, that the Purchaser Circular (including with respect to any information incorporated therein by reference) will does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by the Purchaser) Misrepresentation and will provide provides the Purchaser Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting. (c) The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to . Without limiting the use generality of any financialthe foregoing, technical or other expert information required to be included in the Purchaser Circular and the Company Circular and to the identification in the Purchaser Circular and the Company Circular of each such advisor (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments. All information relating solely to the Company included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to the Company, acting reasonably, and the Purchaser Circular will must include: (i) a copy of the Purchaser Fairness Opinion, (ii) a statement that the Purchaser Board has unanimously, after consulting with management of received the Purchaser Fairness Opinion and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board unanimously recommends that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution (the “Purchaser Board Recommendation”), and the rationale for that recommendation; (iii) a copy statement that the directors and certain senior officers of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreementintend to, pursuant to which, and subject to the terms thereof, they have agreed to, among other thingsprovisions of the Purchaser Voting Support Agreements, vote their all of such individual’s Purchaser Shares in favour of the Purchaser Shareholder Resolution and against any resolution submitted by any Purchaser Shareholder that is inconsistent with the Purchaser Shareholder Resolution. (e3) The Purchaser shall give the Company will, in and its legal counsel a timely manner, furnish reasonable opportunity to review and comment on drafts of the Purchaser with all such information regarding Circular and other related documents, and shall give reasonable consideration to any comments made by the Company as may reasonably be required and its counsel, and agrees that all information relating solely to be the Company included in the Purchaser Circular pursuant must be in a form and content satisfactory to applicable Laws and any the Company, acting reasonably. (4) The Company shall provide all necessary information concerning the Company that is required by Law to be included by the Purchaser in the Purchaser Circular or other related documents related theretoto the Purchaser in writing, and shall ensure that such information does not contain any misrepresentation. The Company hereby indemnifies and saves harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentationMisrepresentation. (f5) The Purchaser and the Company will each Each Party shall promptly notify the other Party if at any time before the Effective Date it becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Purchaser shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Purchaser Shareholders and, if required by Law, file the same with the Securities Authorities or any other document referred to in Section 2.6(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular or such other document, Governmental Entity as the case may be, and any related news release or other document necessary or desirable in connection therewithrequired. (g) The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or CSE in connection with the Purchaser Circular.

Purchaser Circular. (1) The Purchaser shall: (a) Subject to the Company complying with Section 2.6(e), the Purchaser will, in consultation with the Company: (i) as soon promptly as reasonably practicable after the following execution of this Agreement, promptly (i) prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws Law in connection with the approval of the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser Meeting; and , (ii) cause file the Purchaser Circular in all jurisdictions where the same is required to be sent to filed, and (iii) mail the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed Circular as required by applicable Laws.in accordance with Law; (b) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, Law and does not contain any Misrepresentation (except that the Purchaser Circular (including with respect to shall not be responsible for any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit relating to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of Company and the circumstances in which they are made (other than in each case with respect to any information furnished by the Purchaser) and will provide the Purchaser Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting.Common Shares); (c) (i) solicit proxies in favour of the Purchaser Shareholder Approval Resolution, and against any resolution submitted by any other Purchaser Shareholder, and take all other actions that are reasonably necessary or desirable to seek approval of the Purchaser Shareholder Approval Resolution; (ii) include a statement that the Purchaser Board has, after receiving legal and financial advice, unanimously determined that entering into this Agreement and completing the transactions contemplated by this Agreement are in the best interests of the Purchaser and the Purchaser Board is recommending that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Approval Resolution (the “Purchaser Board Recommendation”); and (iii) include in the Purchaser Circular: (A) a copy of the Purchaser Fairness Opinion; (B) a statement that the Purchaser Board has received the Purchaser Fairness Opinion and a statement that the Purchaser Locked-up Shareholders have entered into the Company Voting Agreements and will vote all their Purchaser Shares in favour of the Purchaser Shareholder Approval Resolution; and (d) provide the Company with final copies of the Purchaser Circular prior to the mailing thereof to the Purchaser Shareholders. (2) The Company and its legal counsel shall be given a reasonable opportunity to review and comment on the Purchaser Circular prior to the Purchaser Circular being printed and filed with the Governmental Entities, and reasonable consideration shall be given to any comments made by the Company and its counsel, provided that all information relating solely to Company, its Affiliates and the Common Shares included in the Purchaser Circular shall be in form and content satisfactory to the Company, acting reasonably. (3) The Company shall provide all necessary information concerning the Company that is required by Law to be included by the Purchaser in the Purchaser Circular or other related documents to the Purchaser in writing, use commercially reasonable commercial efforts to obtain any necessary consents from any of its auditor auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Purchaser Circular and the Company Circular and to the identification in the Purchaser Circular and the Company Circular of each such advisor (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments. All information relating solely to the Company included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) advisor and shall be in form and content satisfactory use reasonable commercial efforts to the Company, acting reasonably, and the Purchaser Circular will include: (i) a statement that the Purchaser Board has unanimously, after consulting with management of the Purchaser and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution and the rationale for that recommendation; (iii) a copy of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder Resolution. (e) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentation. The Company hereby indemnifies and saves harmless Misrepresentation concerning the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentationCompany. (f4) The Purchaser and the Company will each shall promptly notify the other Company if at any time before the Effective Date it the Purchaser becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular contains a Misrepresentation, or any other document referred to in Section 2.6(e) contains any misrepresentation or that otherwise requires an amendment or supplement to the Purchaser Circular and the Parties shall co-operate in the preparation of any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular as required or such other document, as the case may beappropriate, and any related news release or other document necessary or desirable in connection therewith. (g) The the Purchaser shall keep promptly mail, file or otherwise publicly disseminate any amendment or supplement to the Company fully informed in a timely manner of any requests or comments made Purchaser Circular to Purchaser Shareholders and, if required by the Canadian securities regulatory authorities and/or CSE in connection Court or Law, file the same with the Purchaser CircularSecurities Authorities or any other Governmental Entities as required.

Purchaser Circular. (a) Subject to the Company complying with Section 2.6(e), the Purchaser will, in consultation with the Company: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Purchaser Circular together with any other documents required by the BCBCA OBCA and other applicable Laws in connection with the approval of the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser Meeting; and (ii) if necessary, cause the Purchaser Circular to be sent to the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – - Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order and applicable Laws. (b) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Purchaser Circular (including with respect to any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by the Purchaser) and will provide the Purchaser Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting. (c) The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Purchaser Circular and the Company Detour Circular and to the identification in the Purchaser Circular and the Company Detour Circular of each such advisor (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments. All information relating solely to the Company included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to the Company, acting reasonably, and the Purchaser Circular will include: (i) a statement that the Purchaser Board has unanimously, after consulting with management of the Purchaser and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution and the rationale for that recommendation; (iii) a copy of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder Resolution. (e) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentation. The Company hereby indemnifies and saves harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentation. (f) The Purchaser and the Company will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular or any other document referred to in Section 2.6(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith. (g) The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or CSE the TSX, NYSE or ASX in connection with the Purchaser Circular.

Purchaser Circular. (a) Subject to the Company complying with Section 2.6(e), the Purchaser will, in consultation with the Company: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws in connection with the approval of the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser Meeting; and (ii) if necessary, cause the Purchaser Circular to be sent to the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – - Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by applicable Laws. (b) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Purchaser Circular (including with respect to any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than in each case with respect to any information furnished by the PurchaserCompany) and will provide the Purchaser Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting. (c) The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Purchaser Circular and the Company Nomad Circular and to the identification in the Purchaser Circular and the Company Nomad Circular of each such advisor. (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with a reasonable an opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments. All information relating solely to the Company included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to the Company, acting reasonably, and the Purchaser Circular will include: (i) a statement that the Purchaser Board has unanimously, after consulting with management of the Purchaser and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution and the rationale for that recommendation; (iii) a copy of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder Resolution. (e) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentationMisrepresentation. The Company hereby indemnifies and saves harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation Misrepresentation or alleged misrepresentationMisrepresentation. (f) The Purchaser and the Company will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular or any other document referred to in Section 2.6(e) contains any misrepresentation Misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing (if required by the Court or by Law) and dissemination to the public of any required supplement or amendment to the Purchaser Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith. (g) The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or CSE the TSX or NYSE in connection with the Purchaser Circular.

Purchaser Circular. (a) Subject to the Company complying with Section 2.6(e), the Purchaser will, in consultation with the Company: (i) as soon As promptly as reasonably practicable after the following execution of this Agreement, promptly the Purchaser shall: (i) prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws in connection with the approval of the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser MeetingLaws; and (ii) cause file the Purchaser Circular in all jurisdictions where the same is required to be sent to the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer filed; and filed as required by applicable Laws. (biii) The Purchaser shall ensure that mail the Purchaser Circular complies as required in accordance with all applicable Laws. On the date of mailing thereof, the Purchaser Circular shall comply in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Purchaser Circular (including with respect to any information incorporated therein by reference) will not Laws and shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by the Purchaser) and will provide the Purchaser Shareholders with information in sufficient detail to permit them the Purchaser Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting. (b) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Purchaser Circular will not contain any misrepresentation (except that the Purchaser may rely on the Vendor for any Company Disclosure). (c) The Purchaser shall: (i) retain, at its sole cost and expense and following consultation with the Vendor, a proxy solicitation agent to solicit proxies in favour of the Purchaser Shareholder Approval resolution, and against any resolution submitted by any other Person inconsistent with the approval of the transactions contemplated hereby, and take all other actions that are reasonably necessary or desirable to seek the Purchaser Shareholder Approval; and (ii) recommend to Purchaser Shareholders that they vote in favour of the Purchaser Shareholder Approval resolution. (d) The Vendor shall: (i) provide to the Purchaser the Company Disclosure and shall use commercially reasonable efforts to obtain any necessary consents from its auditor any of the Company’s auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Purchaser Circular and the Company Circular and to the identification in the Purchaser Circular and the Company Circular of each such advisor; and (ii) ensure that the Company Disclosure will not contain any misrepresentation and shall comply in all material respects with all applicable Laws. (de) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company Vendor and its legal counsel with shall be given a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular being printed and filed with applicable the Governmental Authorities Authorities, and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration shall be given to such comments. All information relating solely to any comments made by the Vendor and its counsel, provided that the Company Disclosure included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to the CompanyVendor, acting reasonably, and . The Purchaser shall provide the Vendor with final copies of the Purchaser Circular will include: (i) a statement that prior to the mailing to the Purchaser Board has unanimously, after consulting with management of the Purchaser and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution and the rationale for that recommendation; (iii) a copy of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder Resolution. (e) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentation. The Company hereby indemnifies and saves harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentationShareholders. (f) The Purchaser Vendor and the Company will Purchaser shall each promptly notify the each other if at any time before the Effective Closing Date it either becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular contains a misrepresentation, or any other document referred to in Section 2.6(e) contains any misrepresentation or that otherwise requires an amendment or supplement to the Purchaser Circular and the Parties shall co-operate in the preparation of any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular as required or such other document, as the case may beappropriate, and any related news release or other document necessary or desirable in connection therewith. (g) The Purchaser shall keep promptly mail or otherwise publicly disseminate any amendment or supplement to the Company fully informed in a timely manner of any requests or comments made Purchaser Circular to Purchaser Shareholders and, if required by applicable Laws, file the Canadian securities regulatory authorities and/or CSE in connection same with the Purchaser CircularGovernmental Authorities and as otherwise required.

Purchaser Circular. (a) Subject to the Company complying Company’s compliance with Section 2.6(d) and Section 2.6(e), the Purchaser will, in consultation with the Company: shall (i) as soon promptly as reasonably practicable after the following execution of this Agreement, promptly prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws in connection with the Purchaser Meeting and (ii) as promptly as reasonably practicable after obtaining approval of the Purchaser Shareholder Resolution Circular by the Purchaser Shareholders at the Purchaser Meeting; and (ii) FCA, and in any event within two Business Days of receipt of such approval, cause the Purchaser Circular to be sent posted to the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed other Persons as required by the Purchaser’s constitutional documents and by applicable Laws, in each case using all commercially reasonable efforts so as to permit the Purchaser Meeting to be held in accordance with Section 2.4(a). (b) The On the date of mailing thereof, the Purchaser shall ensure that the Purchaser Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, shall ensure that the Purchaser Circular (including with respect to any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to misrepresentation (except that the Purchaser shall not be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to responsible for any information furnished included in the Purchaser Circular relating to the Company and its affiliates that was provided by the Purchaser) and will provide Company expressly for inclusion in the Purchaser Shareholders with information in sufficient detail Circular pursuant to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser MeetingSection 2.6(d)). (c) The Purchaser Circular shall include a statement that the Purchaser Board has received financial advice in relation to the Arrangement and that, in the unanimous opinion of the Purchaser Board, the Arrangement is in the best interests of the Purchaser Shareholders as a whole and that the Purchaser Board unanimously recommends that Purchaser Shareholders vote in favour of the Purchaser Resolution (the “Purchaser Board Recommendation”). (d) The Company shall provide the Purchaser, on a timely basis, with all such assistance (including reasonable access to and reasonable provision and assistance by professional advisers of the Company) and information relating to the Company and its affiliates as the Purchaser and its advisers may reasonably request in connection with the preparation of the Purchaser Circular. Such information shall include: (i) any information reasonably required to verify the contents of the Purchaser Circular in respect of information provided by or regarding the Company and its affiliates, and (ii) all information as is required by the UK Listing Rules and any other applicable Laws. The Company shall ensure that such information does not include any misrepresentation or omission concerning the Company or its affiliates. The Purchaser shall also use its commercially reasonable efforts to obtain any necessary consents from any of its auditor auditors and any other advisors to the use of any financial, technical or other expert financial information required to be included in the Purchaser Circular and the Company Circular and to the identification in the Purchaser Circular and the Company Circular of each such advisor. (de) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with shall be given a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other related documents related thereto required to be posted to Purchaser Shareholders prior to filing the Purchaser Circular being filed with applicable any Governmental Authorities and printing and mailing the Purchaser Circular Entity or posted to the Purchaser Shareholders Shareholders, and will give reasonable consideration shall be given to such comments. All any comments made by the Company and its legal counsel, provided that all information relating solely to the Company and its affiliates included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to approved in writing by the Company, acting reasonably, and . In the event that the Purchaser receives any comments from the FCA or their staff with respect to the Purchaser Circular will include: (i) a statement that or any amendment or supplement thereto), the Purchaser Board has unanimously, after consulting with management shall promptly provide a copy of such comments to the Company. The Company and its legal counsel shall be given a reasonable opportunity to review and comment upon any written responses and reasonable consideration shall be given to any comments made by the Company and its legal counsel. The Purchaser and legal the Company shall each use commercially reasonable efforts to respond promptly to such comments and financial advisors in evaluating to use commercially reasonable efforts to take such other actions as may be reasonably necessary to resolve the Arrangement, determined that issues raised therein. The Purchaser shall provide the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution and the rationale for that recommendation; (iii) Company with a final copy of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Circular prior to posting such Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject Circular to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder ResolutionShareholders. (ef) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws shall indemnify and any other documents related thereto, and shall ensure that such information does not contain any misrepresentation. The Company hereby indemnifies and saves save harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives may be subject or which the Purchaser or any of its Representatives may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Purchaser Circular that was provided furnished by the Company or Company, its affiliates and their respective Representatives specifically acting on their behalf, in writing, for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentationin the Purchaser Circular. (fg) The Purchaser Company and the Company will Purchaser shall each promptly notify the other if at any time before the Effective Date it either becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular or any other document referred to in Section 2.6(e) contains any misrepresentation a misrepresentation, or otherwise requires an amendment or supplement and the Parties shall co-operate in the preparation of any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular as required or such other document, as the case may beappropriate, and any related news release or other document necessary or desirable in connection therewith. (g) The the Purchaser shall keep promptly prepare any such amendment or supplement and seek the Company fully informed in a timely manner approval of the FCA to such amendment or supplement and following such approval post or otherwise publicly disseminate any requests such amendment or comments made supplement to the Purchaser Shareholders and, if required by the Canadian securities regulatory authorities and/or CSE in connection FCA or by Law, file the same with the Purchaser CircularFCA or any other Governmental Entity.

Purchaser Circular. (1) The Purchaser shall: (a) Subject to the Company complying with Section 2.6(e), the Purchaser will, in consultation with the Company: (i) as soon promptly as reasonably practicable after the following execution of this Agreement, promptly (i) prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws in connection with the approval of the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser Meeting; and Laws, (ii) cause file the Purchaser Circular in all jurisdictions where the same is required to be sent to filed, and (iii) mail the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed Circular as required by in accordance with all applicable Laws.; (b) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, all Laws and does not contain any Misrepresentation (except that the Purchaser Circular (including with respect to shall not be responsible for any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit relating to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of Company and the circumstances in which they are made (other than in each case with respect to any information furnished by the Purchaser) and will provide the Purchaser Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting.Common Shares); (c) (i) solicit proxies in favour of the Purchaser Shareholder Approval resolution, and against any resolution submitted by any other Purchaser Shareholder, and take all other actions that are reasonably necessary or desirable to seek the Purchaser Shareholder Approval; (ii) include a statement that the Purchaser Board has, after receiving legal and financial advice, unanimously determined that entering into this Agreement and completing the transactions contemplated by this Agreement are in the best interests of the Purchaser and the Purchaser Board is recommending that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Approval resolution (the “Purchaser Board Recommendation”); and (iii) include in the Purchaser Circular: (A) a copy of the Purchaser Fairness Opinion; (B) a statement that the Purchaser Board has received the Purchaser Fairness Opinion and a statement that the Purchaser Locked-up Shareholders have entered into the Company Voting Agreements and will vote all their Purchaser Shares in favour of the Purchaser Shareholder Approval resolution and against any resolution submitted by any Purchaser Shareholder that is inconsistent therewith; and (d) provide the Company with final copies of the Purchaser Circular prior to the mailing thereof to the Purchaser Shareholders. (2) The Company and its legal counsel shall be given a reasonable opportunity to review and comment on the Purchaser Circular prior to the Purchaser Circular being printed and filed with the Governmental Entities, and reasonable consideration shall be given to any comments made by the Company and its counsel, provided that all information relating solely to Company, its Affiliates and the Common Shares included in the Purchaser Circular shall be in form and content satisfactory to the Company, acting reasonably. (3) The Company shall provide all necessary information concerning the Company that is required by Law to be included by the Purchaser in the Purchaser Circular or other related documents to the Purchaser in writing, use commercially reasonable commercial efforts to obtain any necessary consents from any of its auditor auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Purchaser Circular and the Company Circular and to the identification in the Purchaser Circular and the Company Circular of each such advisor (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments. All information relating solely to the Company included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) advisor and shall be in form and content satisfactory use reasonable commercial efforts to the Company, acting reasonably, and the Purchaser Circular will include: (i) a statement that the Purchaser Board has unanimously, after consulting with management of the Purchaser and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution and the rationale for that recommendation; (iii) a copy of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder Resolution. (e) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentationMisrepresentation concerning the Company. The Company hereby indemnifies shall indemnify and saves save harmless the Purchaser and its Representatives officers, directors and employees from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives officers, directors and employees may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation Misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion thereinpursuant to this Section 4.6(3), including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Authority Entity based on such a misrepresentation or alleged misrepresentationMisrepresentation. (f4) The Purchaser Company and the Company will Purchaser shall each promptly notify the each other if at any time before the Effective Date it either becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular contains a Misrepresentation, or any other document referred to in Section 2.6(e) contains any misrepresentation or that otherwise requires an amendment or supplement to the Purchaser Circular and the Parties shall co-operate in the preparation of any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular as required or such other document, as the case may beappropriate, and any related news release or other document necessary or desirable in connection therewith. (g) The the Purchaser shall keep promptly mail, file or otherwise publicly disseminate any amendment or supplement to the Company fully informed in a timely manner of any requests or comments made Purchaser Circular to Purchaser Shareholders and, if required by the Canadian securities regulatory authorities and/or CSE in connection Court or applicable Laws, file the same with the Purchaser CircularSecurities Authorities or any other Governmental Entities as required.

Purchaser Circular. (a) Subject to the Company Purchaser complying with Section 2.6(e), the Purchaser Company will, in consultation with the CompanyPurchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Purchaser Circular together with any other documents required by the BCBCA OBCA and other applicable Laws in connection with the approval of the Purchaser Shareholder Resolution Resolutions by the Purchaser Shareholders at the Purchaser Meeting; and (ii) if necessary, cause the Purchaser Circular to be sent to the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order and applicable Laws. (b) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Purchaser Circular (including with respect to any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by the PurchaserCompany) and will provide the Purchaser Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting. (c) The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other experts or advisors to the use of any financial, technical or other expert information required to be included in the Purchaser Circular and the Company Circular and to the identification in the Purchaser Circular and the Company Circular of each such advisor. (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments. All information relating solely to the Company included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to the Company, acting reasonably, and the Purchaser Circular will include: (i) a statement that the Purchaser Special Committee has unanimously, after consulting with management of the Purchaser and legal and financial advisors in evaluating the Arrangement, recommended that the Purchaser Board approve this Agreement and recommend that Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolutions; (ii) a statement that the Purchaser Board has unanimously, after consulting with management of the Purchaser and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Purchaser; (iiiii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution Resolutions and the rationale for that recommendation; (iiiiv) a copy of the Purchaser Financial Advisor Fairness Opinion; and (ivv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder ResolutionResolutions. (e) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentation. The Company hereby indemnifies and saves harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentation. (f) The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the TSX in connection with the Purchaser Circular. (g) The Purchaser and the Company will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular or any other document referred to in Section 2.6(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith. (g) The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or CSE in connection with the Purchaser Circular.

Purchaser Circular. ‌ (a) Subject to the Company complying Company’s compliance with Section 2.6(e2.6(d), the Purchaser will, in consultation with the Company: (i) as soon as reasonably practicable after the execution of this Agreement, shall promptly prepare and complete the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws Law in connection with the approval of Purchaser Meeting and the Arrangement, and the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser Meeting; and (ii) shall promptly cause the Purchaser Circular and such other documents to be filed and sent to the each Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer Shareholder and filed other Person as required by applicable LawsLaw, in each case using all reasonable commercial efforts so as to permit the Purchaser Meeting to be held as soon as reasonably practicable as specified in Section 2.4(a). (b) The On the date of mailing thereof, the Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable LawsLaw, and, without limiting the generality of the foregoing, does not contain any Misrepresentation (except that the Purchaser Circular (including with respect to shall not be responsible for any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit included in the Purchaser Circular related to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information Company and its Affiliates that was furnished by the PurchaserCompany for inclusion in the Purchaser Circular pursuant to Section 2.6(d)) and will provide provides the Purchaser Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting. (c) The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to . Without limiting the use of any financial, technical or other expert information required to be included in the Purchaser Circular and the Company Circular and to the identification in the Purchaser Circular and the Company Circular of each such advisor (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing generality of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments. All information relating solely to the Company included in foregoing, the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to the Company, acting reasonably, and the Purchaser Circular will include: (i) include a statement that the Purchaser Board has unanimously, after consulting with management of the Purchaser and receiving legal and financial advisors in evaluating the Arrangementadvice, determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board and recommends that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution (the “Purchaser Board Recommendation”). (c) The Purchaser shall give the Company and the rationale for that recommendation; (iii) its legal counsel a copy reasonable opportunity to review and comment on drafts of the Purchaser Financial Advisor Opinion; Circular and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to whichother related documents, and subject shall give reasonable consideration to any comments made by them, and agrees that all information relating solely to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares Company or any of its Affiliates included in favour of the Purchaser Shareholder ResolutionCircular must be in a form and content satisfactory to the Company. (d) The Company shall provide the Purchaser with, on a timely basis, all information regarding the Company and its Affiliates, as required by applicable Laws for inclusion in the Purchaser Circular or in any amendments or supplements to the Purchaser Circular. The Company shall ensure that such information (including any information or documentation incorporated by reference therein) does not contain any Misrepresentation. (e) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and Each Party shall ensure that such information does not contain any misrepresentation. The Company hereby indemnifies and saves harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentation. (f) The Purchaser and the Company will each promptly notify the other Party if at any time before the Effective Date it becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Purchaser shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Purchaser Shareholders and, if required by applicable Law, file the same with the Securities Authorities or any other document referred to in Section 2.6(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular or such other document, Governmental Entity as the case may be, and any related news release or other document necessary or desirable in connection therewithrequired. (g) The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or CSE in connection with the Purchaser Circular.

Purchaser Circular. (a) Subject to the Company complying with Section 2.6(e), the Purchaser will, in consultation with the Company: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws in connection with the approval of the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser Meeting; and (ii) cause the Purchaser Circular to be sent to the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by applicable Laws. (b) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Purchaser Circular (including with respect to any information incorporated therein by reference) will shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished relating to and provided by the PurchaserSellers for inclusion in the Purchaser Circular) and will shall provide the Purchaser Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Shareholders Meeting. (b) The Purchaser Circular shall include the recommendation of the Purchaser Board that Purchaser Shareholders vote their securities of the Purchaser in favour of the Purchaser Transaction Resolution, and a statement that the Controlling Shareholders intend to vote or cause to be voted all of the securities of the Purchaser in favour of the Purchaser Transaction Resolution. (c) The AuRico Gold shall furnish to Purchaser any such information regarding AuRico Gold as may be reasonably required by Purchaser in connection with the preparation of the Purchaser Circular and AuRico Gold shall use commercially reasonable efforts ensure that no such information will include any untrue statement of a material fact or omit to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information state a material fact required to be included stated in the Purchaser Circular and in order to make any information so furnished or any information concerning AuRico Gold not misleading in light of the Company Circular and to the identification circumstances in the Purchaser Circular and the Company Circular of each such advisorwhich it is disclosed. (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company AuRico Gold and its legal counsel with shall be given a reasonable opportunity to review and comment on all drafts of the Purchaser Circular, prior to the Purchaser Circular being printed, mailed and/or publicly filed and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration shall be given to such comments. All any comments made by AuRico Gold and its counsel provided that all information relating solely to the Company AuRico Gold included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to the Company, acting reasonably, and the AuRico Gold. Purchaser Circular will include: (i) shall provide AuRico Gold with a statement that the Purchaser Board has unanimously, after consulting with management of the Purchaser and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution and the rationale for that recommendation; (iii) a final copy of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject Circular prior to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder Resolution. (e) The Company will, in a timely manner, furnish the Purchaser with all such information regarding the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentation. The Company hereby indemnifies and saves harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any earlier of its Representatives may be subject filing with the relevant Governmental Authorities or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Purchaser Circular that was provided by the Company or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentation. (f) The Purchaser and the Company will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Purchaser only with respect mailing to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular or any other document referred to in Section 2.6(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewithShareholders. (g) The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or CSE in connection with the Purchaser Circular.

Purchaser Circular. (a1) Subject to the Company complying with Section 2.6(e), the Purchaser will, in consultation with the Company: (i) as soon As promptly as reasonably practicable after the following execution of this Agreement, promptly the Purchaser shall (i) prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws in connection with and the approval of the Purchaser Shareholder Resolution by the Purchaser Shareholders at the Purchaser Meeting; and ASX Listing Rules, and (ii) cause distribute the Purchaser Circular to be sent to the Purchaser Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by in accordance with all applicable LawsLaws and the ASX Listing Rules. (b2) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, does not contain any Misrepresentation (provided that the Purchaser Circular (including with respect to any information incorporated therein by reference) will shall not contain any untrue statement be responsible for the accuracy of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by the PurchaserCompany in writing specifically for purposes of inclusion in the Purchaser Circular pursuant to Section 4.5(8)) and will provide the provides Purchaser Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting. (c. Without limiting the generality of the foregoing, and subject to Section 4.5(4) The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financialSection 4.5(5), technical or other expert information required to be included in the Purchaser Circular Meeting Notice and the Company Circular and to the identification in the Purchaser Circular and the Company Circular of each such advisor (d) The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments. All information relating solely to the Company included in the Purchaser Circular shall be provided by the Company in accordance with Section 2.6(e) and shall be in form and content satisfactory to the Company, acting reasonably, and the Purchaser Circular will must include: (i) a statement that the Purchaser Board has unanimouslyunanimously recommended that the Purchaser Shareholders vote their Purchaser Shares in favour of the Arrangement; and (ii) a statement that the Purchaser Board, after consulting with management of the Purchaser and outside legal and financial advisors in evaluating the Arrangementadvisors, has unanimously determined that the Arrangement is in the best interests of the Purchaser; (ii) the unanimous recommendation of Purchaser and the Purchaser Board Shareholders as a whole, and recommends that the Purchaser Shareholders vote in favour of the Arrangement (the “Purchaser Shareholder Resolution and the rationale for that recommendation; (iii) a copy of the Purchaser Financial Advisor Opinion; and (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Purchaser Shareholder ResolutionBoard Recommendation”). (e3) The Company will, in a timely manner, furnish the Purchaser with all such information regarding shall indemnify and save harmless the Company as may reasonably be required to be included in the Purchaser Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentation. The Company hereby indemnifies and saves harmless the Purchaser and each of its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser or any of its Representatives they may be subject or may suffer as a result ofsuffer, in any way caused by, or arising fromarising, directly or indirectly, from or in consequence of: (a) any misrepresentation Misrepresentation or alleged misrepresentation contained Misrepresentation in any information included in the Purchaser Circular that was provided Circular, other than the information relating to the Company, its affiliates or the Company Shares furnished to the Purchaser in writing by the Company or its Representatives specifically for inclusion therein, including as a result of in the Purchaser Circular; and (b) any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Authority Entity, to the extent based on such a misrepresentation any Misrepresentation or any alleged misrepresentationMisrepresentation in the Purchaser Circular other than the information relating to the Company, its affiliates or the Company Shares furnished to the Purchaser in writing by the Company for inclusion in the Purchaser Circular. (f4) Notwithstanding the foregoing, the board of directors of the Purchaser shall be permitted to effect a Change in Purchaser Recommendation in response to a Purchaser Intervening Event if and only if: (a) the Purchaser Board shall have determined in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to effect a Change in Purchaser Recommendation would be inconsistent with the Purchaser Board’s fiduciary duties under applicable Laws; (b) the Purchaser has notified the Company in writing at least five (5) Business Days (the “Purchaser Intervening Event Period”) before effecting a Change in Purchaser Recommendation that it intends to effect a Change in Purchaser Recommendation in response to a Purchaser Intervening Event, describing in reasonable detail the underlying facts giving rise to, and the reasons for making, such Change in Purchaser Recommendation (a “Purchaser Intervening Event Notice”) (it being understood that the Purchaser Intervening Event Notice shall not constitute a Change in Purchaser Recommendation for purposes of this Agreement); for the purposes of Section 4.4(1)(c), and in the event that a Purchaser Intervening Event occurs on (or after) the fourth Business Day prior to the scheduled date for the Purchaser Meeting, then Purchaser may adjourn the scheduled date of the Purchaser Meeting so as to allow negotiations with the Company to be conducted and/or for any written, binding offer to alter the terms or conditions of this Agreement to be delivered by the Company as contemplated by the sub-Sections immediately below; (c) if requested by the Company immediately following delivery by the Purchaser the Company of the Purchaser Intervening Event Notice, the Purchaser shall have engaged in good faith negotiations with the Company and its Representatives with respect to adjustments to the terms and conditions of this Agreement proposed by the Company to obviate the need for a Change in Purchaser Recommendation; and (d) if the Company shall have delivered to the Purchaser a written, binding offer to alter the terms or conditions of this Agreement within five (5) Business Days of receipt of the Purchaser Intervening Event Notice, the Purchaser Board shall have determined in good faith (after consultation with its financial advisors and outside legal counsel), after considering the modifications to this Agreement proposed by the Company, that the failure to effect a Change in Purchaser Recommendation would still be inconsistent with its fiduciary duties under applicable Laws. (5) Nothing contained in this Agreement shall prohibit the Purchaser Board (acting in good faith and upon advice of its outside legal and financial advisors) from making any disclosure to Purchaser Shareholders as required by applicable Laws, provided, however, that if any such disclosure has the substantive effect of withdrawing or modifying the Purchaser Board Recommendation in a manner adverse to the Company, such disclosure shall be deemed to be a Change in Purchaser Recommendation for the purposes of this Agreement. (6) The Purchaser shall give the Company and its legal counsel a reasonable opportunity to review and comment on drafts of the Purchaser Meeting Notice and Purchaser Circular and other related documents, and shall give reasonable consideration to any comments made by them, and agrees that all information relating solely to the Company or any of its affiliates included in the Purchaser Meeting Notice and Purchaser Circular must be in a form and content satisfactory to the Company, acting reasonably. The Purchaser shall provide the Company with a final copy of the Purchaser Meeting Notice and Purchaser Circular prior to distribution. (7) The Purchaser shall ensure that the Purchaser Meeting Notice and Purchaser Circular complies in all material respects with all Laws and the ASX Listing Rules (except that Purchaser shall not be responsible for any information relating to the Company and its affiliates, including the Company Shares provided by the Company in writing specifically for the purposes of inclusion in the Purchaser Meeting Notice or Purchaser Circular). (8) The Company shall (and shall cause its affiliates to) provide to the Purchaser and/or its affiliates, as soon as reasonably practicable, all information and assistance (including access to and ensuring the provision of assistance by the Company’s professional advisers) regarding the Company and its affiliates and the Company will each promptly notify Shares as may be reasonably requested by the other if at Purchaser in order to satisfy the requirements of any time before applicable Laws or the Effective Date it becomes aware (ASX Listing Rules in connection with the case preparation of the Purchaser only with Meeting Notice and Purchaser Circular, or any amendments or supplements to such Purchaser Meeting Notice and Purchaser Circular. Without limiting the foregoing, such information or assistance shall include any matters required to verify the contents of the Purchaser Meeting Notice and Purchaser Circular (or any matters required by applicable Laws and/or the ASX Listing Rules in respect of the Purchaser Meeting Notice and Purchaser Circular. The Company shall also obtain (or cause its affiliates to obtain) any necessary consents from any of its auditors and any other advisors or consultants to the Purchaser and use of any financial, technical or other expert information required to be included in the case Purchaser Meeting Notice and Purchaser Circular (or any amendments or supplements to such Purchaser Meeting Notice and Purchaser Circular) and to the identification in the Purchaser Meeting Notice and Purchaser Circular (or any amendments or supplements to such Purchaser Meeting Notice and Purchaser Circular) of each such auditor or advisor. The Company shall ensure that no such information will include any Misrepresentation concerning the Company, its affiliates and the Company Shares. (9) If requested in writing by the Purchaser prior to publication and/or posting of the Purchaser Meeting Notice and Purchaser Circular, the Company only with respect shall provide a written undertaking to Purchaser that any information relating to the CompanyCompany and its affiliates (including the Company Shares) that contained in the Purchaser Meeting Notice and the Purchaser Circular does not contain any Misrepresentation. (10) If, after publication and/or posting of the Purchaser Meeting Notice and the Purchaser Circular, the Company (or any other document referred of its affiliates) becomes aware of any new fact or circumstance or any mistake or inaccuracy in relation to the contents thereof which would or would be reasonably likely to result in Section 2.6(e) contains any misrepresentation a requirement of Purchaser to publish or otherwise requires post any amendment or supplement to such Purchaser Meeting Notice and promptly deliver written notice Purchaser Circular or to make an announcement under applicable Laws and/or the other Party setting out full particulars thereof. In any such eventASX Listing Rules, the Company will, as soon as reasonably practicable, notify the Purchaser and of the Company will cooperate with each other in the preparationrelevant matter. If, filing and dissemination of for any required reason, any amendment or supplement or amendment to the Purchaser Meeting Notice and Purchaser Circular is required to be published or such other document, posted (as the case may be) or an announcement is required to be made, and any related news release or other document necessary or desirable in connection therewith. (g) The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or CSE in connection undertakes to comply with the remaining provisions of this Section 4.5 mutatis mutandis in respect of such amendment or supplement to the Purchaser Meeting Notice and Purchaser Circular.