Common use of Registration of Northgate Warrant Shares Clause in Contracts

Registration of Northgate Warrant Shares. (i) Northgate shall file with the Canadian Qualifying Authorities as soon as possible after the closing of the Arrangement, and in any event no later than one Business Day following the closing of the Arrangement, a prospectus supplement in accordance with the procedures set out in NI 44- 102 as required to qualify the issuance of the Northgate Warrant Shares issuable upon exercise of the Primero Warrants (the “Canadian Warrant Shares Supplement”). The Canadian Base Shelf Prospectus together with the Canadian Warrant Shares Supplement is hereinafter referred to as the “Canadian Prospectus”. The Canadian Prospectus will comply in all material respects with Canadian Securities Laws. (ii) Northgate shall use its commercially reasonable efforts to file with the SEC (i) as soon as possible upon the filing of the Canadian Warrant Shares Supplement, and in any event within one Business Day after the Canadian Warrant Shares Supplement is filed with the Canadian Qualifying Authorities, pursuant to General Instruction II.L of Form F-10 or any successor form thereto, a prospectus supplement to the U.S. Registration Statement as required to register the issuance of the Northgate Warrant Shares issuable upon exercise of the Primero Warrants (the “U.S. Warrant Shares Supplement”) or (ii) a registration statement (the “New U.S. Registration Statement”) and a prospectus supplement to the New U.S. Registration Statement to register the issuance of the Northgate Warrant Shares issuable upon exercise of the Primero Warrants (the “New U.S. Warrant Shares Supplement”). The U.S. Base Prospectus, as amended and supplemented by the U.S. Warrant Shares Supplement, is hereinafter referred to as the “U.S. Prospectus”. The base prospectus filed as part of the New U.S. Registration Statement, as amended and supplemented by the New U.S. Warrant Shares Supplement, is hereinafter referred to as the “New U.S. Prospectus”. The U.S. Prospectus or the New U.S. Prospectus, as the case may be, will comply in all material respects with the applicable provisions of the 1933 Act. The U.S. Warrant Shares Supplement or the New U.S. Warrant Shares Supplement, as the case may be, will conform in all material respects to the Canadian Warrant Shares Supplement, except for such deletions therefrom and additions thereto as are permitted or required by the applicable SEC form or the 1933 Act. Northgate shall use its commercially reasonable efforts to maintain the effectiveness of the U.S. Registration Statement, the New U.S. Registration Statement or another shelf registration statement, as the case may be, providing for the registration of the issuance of the Northgate Warrant Shares issuable upon exercise of the Primero Warrants from the time at which the SEC declares such registration statement effective until August 6, 2015, or such earlier date on which the Primero Warrants terminate or otherwise expire or all Primero Warrants have been exercised. Notwithstanding the foregoing, Northgate may postpone for up to 30 Business Days the filing or effectiveness of the U.S. Warrant Shares Supplement, the New U.S. Registration Statement or the New U.S. Warrant Shares Supplement if Northgate's board of directors determines in its reasonable good faith judgment that such filing or request for effectiveness would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving Northgate or any of its subsidiaries (other than the Arrangement); (ii) require premature disclosure of material information that Northgate or any of its subsidiaries has a bona fide business purpose for preserving as confidential; or (iii) render Northgate unable to comply with any applicable requirements under U.S. securities laws.