Common use of Reporting Issuer Status and Securities Laws Matters Clause in Contracts

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswick, and not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities Laws. Trading in the Exeter Shares is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchange. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT or the Frankfurt Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. The Company has not filed any confidential material change report that at the date hereof remains confidential.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “reporting issuer” within the meaning of applicable Securities Laws in each all provinces and territories of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New BrunswickCanada, and not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in default of any material provision of applicable Securities Laws. Trading in the Exeter Purchaser Shares is not currently halted or suspended on the TSX, the NYSE MKT TSX or the Frankfurt ExchangeNYSE. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the CompanyPurchaser, no inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or similar regulatory authority under applicable Securities Laws, Laws or the TSX, TSX or the NYSE MKT or the Frankfurt Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Public Purchaser Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt Exchange NYSE and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNYSE. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. The Purchaser is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act. The Purchaser is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act. The Purchaser is required to file reports under the U.S. Exchange Act pursuant to Section 13(a) thereof and the common shares of the purchaser are registered under Section 12(b) of the U.S. Exchange Act. The Purchaser is current in its required filings with the SEC under the U.S. Exchange Act and such filings complied as to form in all material respects with the applicable provisions of the U.S. Exchange Act.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “reporting issuer” within the meaning of applicable Securities Laws in each all provinces and territories of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New BrunswickCanada, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in default of any material provision of applicable Securities LawsLaws or the rules or regulations of the TSX or the NYSE. Trading in the Exeter Purchaser Shares on the TSX and the NYSE is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the CompanyPurchaser, no inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or similar regulatory authority under applicable Securities Laws, Laws or the TSX, TSX or the NYSE MKT or the Frankfurt Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above The Purchaser has not taken any action to cease to be a reporting issuer in this Section 3.1(i), any of the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or provinces and territories of Canada nor has the Purchaser received notification from any securities Lawscommission or similar regulatory authority seeking to revoke the reporting issuer status of the Purchaser. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt Exchange NYSE and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company Purchaser has publicly disclosed in the Purchaser Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyPurchaser. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNYSE. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Purchaser Public Disclosure Record and neither the Purchaser nor any of the Purchaser Public Disclosure Record is subject to an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX or the NYSE.

Reporting Issuer Status and Securities Laws Matters. The Company is a “"reporting issuer” " within the meaning of applicable Securities Laws in each all the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New BrunswickCanada except Quebec, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities LawsLaws or the rules or policies of the TSXV. Trading in the Exeter Company Shares on the TSXV is not currently halted or suspended suspended. All Company Shares issued and outstanding, and all Company Shares issuable under any Contract, have been duly approved for listing on the TSX, the NYSE MKT or the Frankfurt ExchangeTSXV. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange TSXV is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above The Company has not taken any action to cease to be a reporting issuer in this Section 3.1(i)any of the provinces of Canada except Quebec nor has the Company received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Company. Other than in respect of the Securities Laws of all of the provinces of Canada except Quebec, the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws. The Company's subsidiaries are not subject to continuous disclosure or other disclosure requirements under any Securities Laws or the securities Laws of any securities Lawsother jurisdiction. The documents and information comprising the Company Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange TSXV and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed is up to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s 's discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt ExchangeTSXV. The Company has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comment letters from any securities commission or similar regulatory authority with respect to any of the Company Public Disclosure Record and neither the Company nor any of the Company Public Disclosure Record is, to its knowledge, subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSXV.

Reporting Issuer Status and Securities Laws Matters. (a) The Company is a issued and outstanding GX Public Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ under the symbol “reporting issuerGXIIU.” within The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the meaning Exchange Act and are listed for trading on NASDAQ under the symbol “GXII.” The issued and outstanding GX Public Warrants are registered pursuant to Section 12(b) of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario the Exchange Act and New Brunswick, and not are listed for trading on NASDAQ under the list of reporting issuers in default under applicable Securities Laws, and no symbol “GXIIW.” No securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyGX, and the Company GX is not in default of any material provision of applicable Securities Lawssecurities Laws or the rules or regulations of NASDAQ. Trading in the Exeter Shares GX Public Units, Class A Shares, and GX Public Warrants on NASDAQ is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company GX is pending or, to the knowledge Knowledge of the CompanyGX, threatened. To the knowledge of the Company, no inquiry, review or investigation No Action (whether formal or informal) of the Company against GX by any securities commission commission, stock exchange (including NASDAQ) or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT securities Laws or the Frankfurt Exchange rules and regulations of NASDAQ is in effect or ongoing ongoing. GX has not taken any action in an attempt to terminate the registration of the GX Public Units, the Class A Shares or expected the GX Public Warrants under the Exchange Act. (b) GX has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be implemented filed or undertakenfurnished by GX with the SEC under the Securities Act or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement and prior to the Closing. Except The disclosures filed with the SEC were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as set forth above the case may be. As used in this Section 3.1(i)4.4(b) the term “file” will be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities LawsSEC. The documents and information comprising the GX Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange NASDAQ and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed . (c) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters from any securities commission or similar regulatory authority with respect to any of the GX Public Disclosure Record all information regarding (other than such comment letters a copy of which has been provided to the Company prior to the date hereof) and neither GX nor any eventof the GX Public Disclosure Record is, circumstance to the Knowledge of GX, subject of an ongoing audit, review, comment or action taken investigation by any securities commission or failed to be taken which couldsimilar regulatory authority. (d) GX is not, individually or in and upon closing of the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysisMergers will not be, required to be filed registered as an investment company under the Investment Company Act. (e) The financial statements (including, in each case, any notes thereto) of GX contained or incorporated by reference in the Company under GX Public Disclosure Record (the “GX Financial Statements”) fairly present in all material respects the financial position, results of operations, changes in shareholders’ equity and cash flows of GX at the respective dates of and for the periods referred to in such financial statements, all prepared in accordance with (i) GAAP consistently applied and (ii) applicable requirements of the Securities Laws Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and policies regulations of the TSXSEC promulgated thereunder applicable to the GX Financial Statements. (f) Except as and to the extent reflected or reserved against in the GX Financial Statements, NYSE MKT GX has not incurred any liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved on or provided for in GX Financial Statements, other than liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since the date of GX’s incorporation in the ordinary course of business. (g) GX has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to GX and other material information required to be disclosed by GX in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to GX’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting GX’s principal executive officer and principal financial officer to material information required to be included in GX’s periodic reports required under the Exchange Act. (h) GX maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the Frankfurt Exchangepreparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that GX maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. The GX has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of the Company to the Company’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company to record, process, summarize and report financial data. GX has no knowledge of any fraud or whistle-blower allegations, whether or not filed any confidential material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of GX. Since December 31, 2021, there have been no material change report that at changes in the date hereof remains confidentialGX’s internal control over financial reporting.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “"reporting issuer” " within the meaning of applicable Securities Laws in each all the provinces and territories of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario Canada and New Brunswick, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in default of any material provision of applicable Securities LawsLaws or the policies, rules or regulations of the TSXV or NYSE American. Trading in the Exeter Purchaser Shares on the TSXV and NYSE American is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange TSXV or NYSE American is in effect or ongoing or expected to be implemented or undertaken. The Purchaser has not taken any action to cease to be a reporting issuer in any of the provinces or territories of Canada nor has the Purchaser received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Purchaser. Except as set forth above in this Section 3.1(i3.2(i), the Company Purchaser is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any other securities Laws. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, TSXV and NYSE MKT and the Frankfurt Exchange American and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s 's discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws and the rules and policies of the TSX, TSXV and NYSE MKT and the Frankfurt ExchangeAmerican. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comment letters from any securities commission or similar regulatory authority with respect to any of the Purchaser Public Disclosure Record and, to the knowledge of the Purchaser, neither the Purchaser nor any of the Purchaser Public Disclosure Record is subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSXV or NYSE American. To the knowledge of the Purchaser it is in material compliance with the rules and regulations of any over-the-counter market on which its securities are quoted.

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswickthe provinces of Canada, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities LawsLaws or the rules or regulations of the TSX, the NYSE or the FSE. Trading in the Exeter Nomad Shares is not currently halted or suspended on the TSX, the NYSE MKT and the FSE is not currently halted or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, Laws or the TSX, the NYSE MKT or the Frankfurt Exchange FSE is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above The Company has not taken any action to cease to be a reporting issuer in this Section 3.1(i), any province of Canada nor has the Company received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Company. None of the Company’s subsidiaries is not subject to continuous disclosure or other public reporting disclosure requirements under any Securities Laws or the securities Laws of any securities Lawsother jurisdiction. The documents and information comprising the Nomad Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt Exchange NYSE, and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Nomad Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNYSE. The Company has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Nomad Public Disclosure Record and neither the Company nor any of the Nomad Public Disclosure Record is subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX, the NYSE or the FSE.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “reporting issuer” within the meaning of applicable Securities Laws in each the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswick, Quebec and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in default of any material provision of applicable Securities LawsLaws or the rules or regulations of the TSXV. Trading in the Exeter Purchaser Shares on the TSXV is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange TSXV is in effect or ongoing or expected to be implemented or undertaken. The Purchaser has not taken any action to cease to be a reporting issuer in any of the provinces of Columbia, Alberta, Ontario and Quebec nor has the Purchaser received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Purchaser. Except as set forth above in this Section 3.1(i3.2(i), the Company Purchaser is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any other securities Laws. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange TSXV and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt ExchangeTSXV. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Purchaser Public Disclosure Record and, to the knowledge of the Purchaser, neither the Purchaser nor any of the Purchaser Public Disclosure Record is subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority, or the TSXV.

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario British Columbia and New BrunswickOntario, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities LawsLaws or the rules or regulations of the TSXV. Trading in the Exeter Company Shares on the TSXV is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT U.S. Securities Laws or the Frankfurt Exchange TSXV is in effect or ongoing or expected to be implemented or undertaken. The Company has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has the Company received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Company. Except as set forth above in this Section 3.1(h) and Section 3.1(i), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or the securities Laws of any other jurisdiction. The Company’s subsidiaries are not subject to continuous disclosure or other disclosure requirements under any Securities Laws or the securities LawsLaws of any other jurisdiction. The documents and information comprising the Company Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws Laws, and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange TSXV and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Company Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-up to date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws Laws, and the rules and policies of the TSX, NYSE MKT and the Frankfurt ExchangeTSXV. The Company has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Company Public Disclosure Record and neither the Company nor any of the Company Public Disclosure Record is, to its knowledge, subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSXV.

Reporting Issuer Status and Securities Laws Matters. The Company Lake Shore is a “reporting issuer” within the meaning of applicable Securities Laws in each all provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswick, and Canada. Lake Shore is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyLake Shore, and the Company Lake Shore is not in default of any material provision of applicable Securities Laws. The Lake Shore Shares are registered as a class under section 12(b) of the U.S. Exchange Act, and Lake Shore has filed or furnished all reports or other information required to be filed or furnished under section 13(a) of the U.S. Exchange Act. Trading in the Exeter Lake Shore Shares on the TSX or the NYSE MKT is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Lake Shore is pending or, to the knowledge of the CompanyLake Shore, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Lake Shore by any securities commission or similar regulatory authority under applicable Securities Laws, or to the TSX, TSX or the NYSE MKT or the Frankfurt Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i)8, the Company Lake Shore is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any other securities Laws. The documents and information comprising the Public Lake Shore Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, TSX and the NYSE MKT and the Frankfurt Exchange were true, correct and complete in all material respects and did 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 therein, in light of the circumstances under which they were made, not misleadingmisrepresentation. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Lake Shore is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Lake Shore under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNYSE MKT. The Company Lake Shore has not filed any confidential material change report that at the date hereof remains confidential.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “reporting issuer” within the meaning of applicable Securities Laws in each the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario Alberta and New BrunswickOntario, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in material default of any material provision of applicable Securities LawsLaws or the rules or regulations of the CSE and the OTCQB. Trading in the Exeter Purchaser Shares on the CSE, the OTCQB and the Frankfurt Stock Exchange is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange CSE or the OTCQB is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above The Purchaser has not taken any action to cease to be a reporting issuer in this Section 3.1(i)any of the provinces of British Columbia, Alberta or Ontario nor has the Purchaser received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Purchaser. Other than in respect of the Securities Laws of British Columbia, Alberta and Ontario, the Company Purchaser is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or the securities Laws of any other jurisdiction. The Purchaser’s subsidiary is not subject to continuous disclosure or other disclosure requirements under any Securities Laws or the securities LawsLaws of any other jurisdiction. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and CSE or the Frankfurt Exchange OTCQB and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and CSE or the Frankfurt ExchangeOTCQB. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Purchaser Public Disclosure Record and neither the Purchaser nor any of the Purchaser Public Disclosure Record is subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the CSE or the OTCQB.

Reporting Issuer Status and Securities Laws Matters. The Company Tahoe is a “reporting issuer” within the meaning of applicable Securities Laws in each all provinces and territories of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New BrunswickCanada, and not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyTahoe, and the Company Tahoe is not in default of any material provision of applicable Securities Laws. The Tahoe Shares are registered as a class under section 12(b) of the U.S. Exchange Act, and Tahoe has filed or furnished all reports or other information required to be filed or furnished under section 13(a) of the U.S. Exchange Act. Trading in the Exeter Tahoe Shares on the TSX or the NYSE is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Tahoe is pending or, to the knowledge of the CompanyTahoe, threatened. To the knowledge of the CompanyTahoe, no inquiry, review or investigation (formal or informal) of the Company Tahoe by any securities commission or similar regulatory authority under applicable Securities Laws, Laws or the TSX, TSX and the NYSE MKT or the Frankfurt Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above hereinabove in this Section 3.1(i), the Company 3.2(h) Tahoe is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Public Tahoe Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt Exchange NYSE and were true, correct and complete in all material respects and did 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 therein, in light of the circumstances under which they were made, not misleadingmisrepresentation. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Tahoe is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Tahoe under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNYSE. The Company Tahoe has not filed any confidential material change report that at the date hereof remains confidential.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario the provinces and New Brunswickterritories of Canada, and not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in default of any material provision of applicable Securities LawsLaws or the rules and regulations of the TSX. Trading The Purchaser has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Purchaser received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Purchaser. The Purchaser Shares are listed on the TSX, trading in the Exeter Purchaser Shares on the TSX is not currently halted or suspended and except for such listing and trading, no securities of the Purchaser are listed or quoted for trading on the TSX, the NYSE MKT any other stock or the Frankfurt Exchangesecurities exchange or market. No delisting, suspension of trading or cease trading order or other order or restriction with respect to any securities of the Company Purchaser is pending pending, in effect, or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the Company, no inquiryhas been threatened, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT or the Frankfurt Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i), and the Company Purchaser is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. None of the Purchaser’s subsidiaries are subject to continuous disclosure or other public reporting disclosure requirements under any Securities Laws or any securities Laws. The Purchaser has timely filed or furnished with any Governmental Authority all material forms, reports, schedules, statements and other documents and information required to be filed or furnished by the Purchaser with the appropriate Governmental Authority since January 1, 2014. The documents comprising the Purchaser Public Disclosure Record, Record complied as at the respective dates they were filed, were in compliance filed in all material respects with applicable Securities Laws andLaw and did not, where applicable, the rules and policies as of the TSXdate filed (or, NYSE MKT and if amended or superseded by a subsequent filing prior to the Frankfurt Exchange and did not date of this Agreement, on the date of such filing), 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 therein, in light of the circumstances under which they were made, not misleadingmisrepresentation. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. The Company Purchaser has not filed any confidential material change report that (which at the date hereof of this Agreement remains confidential) or any other confidential filings (including redacted filings) filed to or furnished with, as applicable, any securities regulatory authority.

Reporting Issuer Status and Securities Laws Matters. (a) The Company is a “reporting issuer” within the meaning of applicable Canadian Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario the Provinces and New Brunswick, the United States and is not on the list of reporting issuers in default under applicable Securities Lawsin each of the Provinces in which such concept exists, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision requirement of applicable Securities Lawssecurities Laws or the rules or regulations of the TSX. Trading in Company Common Shares on the Exeter Shares TSX is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge Knowledge of the Company, threatened. To the knowledge Knowledge of the Company, no inquiry, review or investigation (formal or informal) of the Company by any securities commission Canadian Securities Administrator or similar regulatory authority the TSX under applicable Securities Laws, securities Laws or regulations of the TSX, the NYSE MKT TSX is pending or the Frankfurt Exchange is in effect or ongoing or expected threatened. The Company has not taken any action to cease to be implemented or undertaken. Except as set forth above a reporting issuer in this Section 3.1(i), any of the Provinces nor has the Company is not subject received notification from any Canadian Securities Administrator seeking to continuous disclosure or other public revoke the reporting requirements under any Securities Laws or any securities Lawsissuer status of the Company. The documents and information comprising the Company Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities securities Laws and, where applicable, the rules and policies of the TSX and did 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 therein, in light of the circumstances under which they were made, not misleading, and did not contain any misrepresentation. The Company has not filed any confidential material change report that remains confidential. (b) The Company has timely filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by the Company with the Canadian Securities Administrators under applicable Canadian Securities Laws in each of the Provinces which are all available on SEDAR and with the SEC under the Securities Act or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement and prior to the Closing. The disclosures filed with the SEC were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be. No Company Subsidiary is required to file or furnish any report, statement, schedule, form or other document with, or make any other filing with, or furnish any other material to, the SEC or with any Canadian Securities Administrator. As used in this Section 3.5(b) the term “file” will be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. The Company Common Shares are listed on the TSX, NYSE MKT the Company has not received any written deficiency notice from the TSX relating to the continued listing requirements of such Company securities, there is no Action pending or, to the Knowledge of the Company, threatened against Company by any Governmental Entity with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such Company securities on the TSX and the Frankfurt Company is in compliance with all of the applicable corporate governance rules of the TSX. (c) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters from any securities commission or similar regulatory authority with respect to any of the Company Public Disclosure Record (other than such comment and response letters a copy of which has been provided to GX prior to the date hereof) and neither the Company nor any of the Company Public Disclosure Record is, to the Knowledge of the Company, subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX. (d) The Company Common Shares are registered pursuant to Section 12 of the Exchange Act, and the Company is required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company is not and upon closing of the Mergers will not be required to be registered as an investment company under the Investment Company Act. There is no legal proceeding pending or, to the Knowledge of the Company threatened against the Company by the SEC with respect to deregistration of the Company Common Shares under the Exchange Act. Neither the Company nor any of its Representatives has taken any action that is designed to terminate the registration of the Company Common Shares under the Exchange Act. The documents and information comprising the Company Public Disclosure Record, as at the respective dates that they were filed, were in compliance in all material respects with applicable securities Laws and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in not made any filing with the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. The Company has not filed any confidential material change report SEC that at the date hereof remains confidential. (e) The Company financial statements and notes of the Company contained or incorporated by reference in the Company Public Disclosure Record (the “Company Financial Statements”) fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of the Company at the respective dates of and for the periods referred to in such financial statements, all prepared in accordance with (i) GAAP consistently applied, (ii) the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company Financial Statements, and (iii) the applicable requirements of Canadian securities laws. (f) Except as and to the extent reflected or reserved against in the Company Financial Statements, the Company has not incurred any liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved on or provided for in the Company Financial Statements, other than liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not material to the Company and the Company Subsidiaries, taken as a whole, or that have been incurred since June 30, 2022 in the ordinary course of business. (g) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(c) of the Exchange Act) and DC&P (as defined in National Instrument 52-109 – “Certification of disclosure in issuers’ annual and interim filings” of the Canadian Securities Administrators) that comply with the requirements of the Exchange Act and applicable Canadian securities laws. Such disclosure controls and procedures are designed to ensure that material information relating to the Company and other material information required to be disclosed by the Company in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. (h) The Company maintains systems of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) and of ICFR (as defined under National Instrument 52-109 – “Certification of disclosure in issuers’ annual and interim filings” of the Canadian Securities Administrators) that comply with the requirements of the Exchange Act and applicable Canadian securities laws and that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that the Company maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. The Company has delivered to GX a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of the Company to the Company’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company to record, process, summarize and report financial data. To the Company’s Knowledge, there have not been any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of the Company. Since June 30, 2022, there have been no material changes in the Company’s internal control over financial reporting.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario the provinces of Canada and New Brunswick, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in default of any material provision of applicable Securities Laws or the TSX. The Purchaser Shares are not registered pursuant to the U.S. Exchange Act and the Purchaser is in material compliance with all applicable U.S. Securities Laws. Trading in the Exeter Purchaser Shares is on the TSX and the OTCQX are not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or similar regulatory authority under applicable Securities Laws, U.S. Securities Laws or the TSX, the NYSE MKT or the Frankfurt Exchange OTCQX is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above The Purchaser has not taken any action to cease to be a reporting issuer in this Section 3.1(i), any province of Canada nor has the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or Purchaser received notification from any securities Lawscommission or similar regulatory authority seeking to revoke the reporting issuer status of the Purchaser. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and U.S. Securities Laws, and, where applicable, the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt Exchange OTCQX and did not contain any misrepresentation or untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws and U.S. Securities Laws, and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeOTCQX. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. The Purchaser is (i) a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act, and is not registered or required to register as an investment company under the U.S. Investment Company Act.

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” (within the meaning of applicable Canadian Securities Laws Laws) in each the jurisdictions of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Ontario Columbia and New Brunswick, Alberta and the Company is not on the list of reporting issuers in default under applicable Securities Lawsin such jurisdictions, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any compliance in all material provision of respects with applicable Canadian Securities Laws. Trading in the Exeter Common Shares on the TSX-V is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading trade order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Canadian Securities Laws, Laws or the TSX, the NYSE MKT or the Frankfurt Exchange -V is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Company Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects respects, and all documents to be filed by or on behalf of the Company on SEDAR following the date of this Agreement will be in compliance in all material respects, with applicable Canadian Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange -V and did not not, and 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record misleading and such documents collectively constitute full, true and plain disclosure of all information regarding any event, circumstance or action taken or failed material facts relating to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in has timely filed, and will timely file, all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Canadian Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. -V. The Company has not filed any confidential material change report that at the date hereof remains confidential.

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswickthe provinces of Canada, and not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities LawsLaws or the rules and regulations of the TSX. The Company has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Company received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Company. The Company Shares are registered as a class under section 12(g) of the U.S. Exchange Act, and the Company has filed or furnished all reports or other information required to be filed or furnished under section 13(a) of the U.S. Exchange Act. The Company is not registered or required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended. Trading in the Exeter Company Shares on the TSX is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading, cease trading or cease trading similar order or restriction with respect to any securities of the Company is pending pending, in effect, or, to the knowledge of the Company, threatened. To threatened or is expected to be implemented or undertaken, and, to the knowledge of the Company, no inquiry, review or investigation (the Company is not subject to any formal or informal) of the Company by informal review, enquiry, investigation or other proceeding relating to any securities commission such order or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT or the Frankfurt Exchange is in effect or ongoing or expected to be implemented or undertakenrestriction. Except as set forth above in this Section 3.1(i3.1(h), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies None of the TSX, NYSE MKT and the Frankfurt Exchange and did not contain Company’s subsidiaries are subject to continuous disclosure or other disclosure requirements under 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 therein, in light of the circumstances under which they were made, not misleadingSecurities Laws. The Company has publicly disclosed in the Public Disclosure Record timely filed or furnished on with any Governmental Authority all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all material forms, reports, schedules, statements and documents, including financial statements and management’s discussion and analysis, other documents required to be filed or furnished by the Company under applicable Securities Laws with the appropriate Governmental Authority since January 1, 2014. The documents comprising the Company Public Disclosure Record complied as filed in all material respects with Law and the rules and policies did not, as of the TSXdate filed (or, NYSE MKT and if amended or superseded by a subsequent filing prior to the Frankfurt Exchangedate of this Agreement, on the date of such filing), contain any misrepresentation. The Company has not filed any confidential material change report that (which at the date hereof of this Agreement remains confidential) or any other confidential filings (including redacted filings other than material contracts which required redaction) filed to or furnished with, as applicable, any securities commission or similar regulatory authority. There are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Company Public Disclosure Record and neither the Company nor any of the Company Public Disclosure Record is subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX.

Reporting Issuer Status and Securities Laws Matters. The Company Tahoe is a “reporting issuer” within the meaning of applicable Securities Laws in each all provinces and territories of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New BrunswickCanada, and not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyTahoe, and the Company Tahoe is not in default of any material provision of applicable Securities Laws. The Tahoe Shares are registered as a class under section 12(b) of the U.S. Exchange Act, and Tahoe has filed or furnished all reports or other information required to be filed or furnished under section 13(a) of the U.S. Exchange Act. Trading in the Exeter Tahoe Shares on the TSX or the NYSE is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Tahoe is pending or, to the knowledge of the CompanyTahoe, threatened. To the knowledge of the CompanyTahoe, no inquiry, review or investigation (formal or informal) of the Company Tahoe by any securities commission or similar regulatory authority under applicable Securities Laws, Laws or the TSX, TSX and the NYSE MKT or the Frankfurt Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above hereinabove in this Section 3.1(i), the Company 3.2(h) Tahoe is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Public Tahoe Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt Exchange NYSE and were true, correct and complete in all material respects and did 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 therein, in light of the circumstances under which they were made, not misleadingmisrepresentation. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Tahoe is up-up- to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Tahoe under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNYSE. The Company Tahoe has not filed any confidential material change report that at the date hereof remains confidential.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbiaprovinces of Canada, Alberta, Saskatchewan, Manitoba, Ontario other than Quebec and New Brunswick, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in default of any material provision of applicable Securities Laws, or the rules and regulations of the CSE. Trading in the Exeter Purchaser Shares on the CSE is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the CompanyPurchaser, no inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange CSE is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange CSE and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company Purchaser has publicly disclosed in the Purchaser Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect on the CompanyEffect. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s 's discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt ExchangeCSE. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comment letters from any securities commission or similar regulatory authority with respect to any of the Purchaser Public Disclosure Record and neither the Purchaser nor any of the Purchaser Public Disclosure Record is subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority of the CSE.

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario Alberta and New BrunswickOntario, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in material default of any material provision of applicable Securities LawsLaws or the rules or regulations of the CSE and the OTCQB. Trading in the Exeter Company Shares on the CSE and the OTCQB is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchange. No and no delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange CSE is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above The Company has not taken any action to cease to be a reporting issuer in this Section 3.1(i)any of the provinces of British Columbia, Alberta or Ontario nor has the Company received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Company. Other than in respect of the Securities Laws of British Columbia, Alberta and Ontario, the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or the securities Laws of any other jurisdiction. The Company’s subsidiary is not subject to continuous disclosure or other disclosure requirements under any Securities Laws or the securities LawsLaws of any other jurisdiction. The documents and information comprising the Company Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange CSE and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed is up to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt ExchangeCSE. The Company has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Company Public Disclosure Record and neither the Company nor any of the Company Public Disclosure Record is, to its knowledge, subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the CSE or the OTCQB.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, British Columbia and Ontario and New Brunswick, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in default of any material provision of applicable Securities LawsLaws or the applicable rules or regulations of the TSX. Trading in the Exeter Purchaser Shares is on the TSX are not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or or, to the knowledge of the Purchaser, similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT or the Frankfurt Exchange TSX is in effect or ongoing or expected to be implemented or undertaken. The Purchaser has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has the Purchaser received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Purchaser. Except as set forth above in this Section 3.1(i3.2(i), the Company Purchaser is not subject to continuous disclosure or other public reporting requirements under any Securities Laws, U.S. Securities Laws or any other securities Laws. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws Laws, and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange TSX and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed Purchaser is up to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws Laws, and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Purchaser Public Disclosure Record and, to the knowledge of the Purchaser, neither the Purchaser nor any of the Purchaser Public Disclosure Record is subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX.

Reporting Issuer Status and Securities Laws Matters. The Company Solitario is a “"reporting issuer” " within the meaning of applicable Securities Laws in each the provinces of British Columbia, Alberta, SaskatchewanOntario, ManitobaQuébec, Ontario and New Brunswick, and Nova Scotia. Solitario is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanySolitario, and the Company Solitario is not in default of any material provision of applicable Securities Laws. The Solitario Shares are registered as a class under section 12(b) of the U.S. Exchange Act, and Solitario has filed or furnished all reports or other information required to be filed or furnished under section 13(a) of the U.S. Securities Act. Trading in the Exeter Solitario Shares on the TSX and NYSE MKT is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Solitario is pending or, to the knowledge of the CompanySolitario, threatened. To the knowledge of the CompanySolitario, no inquiry, review or investigation (formal or informal) of the Company Solitario by any securities commission or similar regulatory authority under applicable Securities Laws, Laws or the TSX, TSX or the NYSE MKT or the Frankfurt Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above hereinabove in this Section 3.1(i)9, the Company Solitario is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any other securities Laws. The documents and information comprising the Public Solitario Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, TSX and the NYSE MKT and the Frankfurt Exchange were true, correct and complete in all material respects and did 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 therein, in light of the circumstances under which they were made, not misleadingmisrepresentation. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Solitario is up-to-date in all forms, reports, statements and documents, including financial statements and management’s 's discussion and analysis, required to be filed by the Company Solitario under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNYSE MKT. The Company Solitario has not filed any confidential material change report that at the date hereof remains confidential.

Reporting Issuer Status and Securities Laws Matters. The Company is a “"reporting issuer” " within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswickthe provinces of Canada, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities LawsLaws or the rules or regulations of the TSX. Trading in the Exeter Detour Shares on the TSX is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange TSX is in effect or ongoing or expected to be implemented or undertaken. The Company has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Company received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Company. Except as set forth above in this Section 3.1(i3.1(h), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws, including, without limitation, the securities laws of the United States. The documents and information comprising the Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange TSX and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. The Company has not filed any confidential material change report that at the date hereof remains confidential. As of the date of this Agreement, there are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Public Disclosure Record and neither the Company nor any of the Public Disclosure Record is, to its knowledge, subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX. The Detour Shares are not and are not required to be registered pursuant to Section 12 of the U.S Exchange Act, and the Company is not required to file reports pursuant to Sections 13(a) or 15(d) of the U.S Exchange Act. The Company is (i) a "foreign private issuer" as defined in Rule 405 under the U.S. Securities Act, and (ii) is not registered or required to register as an investment company under the U.S. Investment Company Act.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “reporting issuer” within the meaning of applicable Securities Laws in each all provinces and territories of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New BrunswickCanada, and not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in default of any material provision of applicable Securities Laws. Trading in the Exeter Purchaser Shares is not currently halted or suspended on the TSX, the NYSE MKT TSX or the Frankfurt ExchangeNYSE. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the CompanyPurchaser, no inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or similar regulatory authority under applicable Securities Laws, Laws or the TSX, TSX or the NYSE MKT or the Frankfurt Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Public Purchaser Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt Exchange NYSE and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNYSE. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. The Purchaser is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act. The Purchaser is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act. The Purchaser is required to file reports under the U.S. Exchange Act pursuant to Section 13(a) thereof and the common shares of the purchaser are registered under Section 12(b) of the U.S. Exchange. The Purchaser is current in its required filings with the SEC under the U.S. Exchange Act and such filings complied as to form in all material respects with the applicable provisions of the U.S. Exchange Act.

Reporting Issuer Status and Securities Laws Matters. The Company Eastmain is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New BrunswickQuébec, and not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyEastmain, and the Company Eastmain is not in default of any material provision of applicable Securities Laws. Trading in the Exeter Eastmain Shares on the TSX and the OTCQB is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Eastmain is pending or, to the knowledge of the CompanyEastmain, threatened. To the knowledge of the CompanyEastmain, no inquiry, review or investigation (formal or informal) of the Company Eastmain by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange TSX is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i(g), the Company Eastmain is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or or, to the knowledge of Eastmain, any Securities Laws, including, without limitation, the securities Lawslaws of the United States. Eastmain has filed all documents required to be filed by it in accordance with applicable Securities Laws and the rules and policies of the TSX, other than where such failure to file would not have an Eastmain Material Adverse Effect. The documents and information comprising the Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange TSX and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. The Company Eastmain has not filed any confidential material change report that at the date hereof remains confidential. Eastmain is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act. Eastmain is not registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended.

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario Alberta and New BrunswickOntario, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and and, the Company is not in default of any material provision of applicable Securities LawsLaws or the rules or regulations of the CSE and the OTCQB. Trading in the Exeter Company Shares on the CSE and the OTCQB is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange CSE is in effect or ongoing or expected to be implemented or undertaken. The Company has not taken any action to cease to be a reporting issuer in any of the provinces of British Columbia, Alberta or Ontario nor has the Company received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Company. Except as set forth above in this Section 3.1(i3.1(h), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The Company’s subsidiaries are not subject to continuous disclosure or other disclosure requirements under any Securities Laws or the securities Laws of any other jurisdiction. Other than as set forth in Schedule 3.1(h) of the Company Disclosure Letter, the documents and information comprising the Company Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange CSE and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed is up to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt ExchangeCSE. The Company has not filed any confidential material change report that at the date hereof remains confidential. Other than as set forth in Schedule 3.1(h) of the Company Disclosure Letter, there are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Company Public Disclosure Record and neither the Company nor any of the Company Public Disclosure Record is, to its knowledge, subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority, the CSE or the OTCQB.

Reporting Issuer Status and Securities Laws Matters. The Company (a) Parent is a “reporting issuer” within the meaning of applicable Securities securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario the provinces and New Brunswick, territories of Canada (other than Quebec) and is not on the list of reporting issuers in default under applicable Securities Lawsdefault, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyParent, and the Company Parent is not in default of any material provision of applicable Securities Lawssecurities Laws or the rules or regulations of the TSX. Trading in Parent Shares on the Exeter Shares TSX is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Parent is pending or, to the knowledge Knowledge of the CompanyParent, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Parent by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT securities Laws or the Frankfurt Exchange TSX is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above Parent has not taken any action to cease to be a reporting issuer in this Section 3.1(i), the Company is not subject to continuous disclosure any province or territory of Canada (other public reporting requirements under any Securities Laws or than Quebec) nor has Parent received notification from any securities Lawscommission or similar regulatory authority, seeking to revoke the reporting issuer status of Parent. The documents and information comprising the Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange TSX and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. The Company Parent has not filed any confidential material change report that at the date hereof remains confidential. (b) Parent has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by Parent with the CSA under applicable securities Laws in each of the provinces and territories of Canada (other than Quebec) which are all available on SEDAR and with the SEC under the U.S. Securities Act or the U.S. Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement and prior to the Closing. Except to the extent available through the Public Disclosure Record, Parent has delivered to the Company copies in the form filed with the SEC of all of the following: (i) Parent’s registration statement on Form 40-F filed with the SEC on November 27, 2020 and (ii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by Parent with the SEC since the beginning of the first fiscal year filed on SEDAR (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i) and (ii) above, whether or not available through EXXXX, being, collectively, the “SEC Reports”). The SEC Reports were prepared in all material respects in accordance with the requirements of the U.S. Securities Act and the U.S. Exchange Act, as the case may be, and the rules and regulations thereunder. As used in this Section ‎4.6(b), the term “file” will be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. As of the date of this Agreement, (A) Class A Restricted Voting Shares and Parent Warrants are listed on the TSX, (B) Parent has not received any written deficiency notice from the TSX relating to the continued listing requirements of such Parent securities, (C) there is no Action pending or, to the Knowledge of Parent, threatened against Parent by any Governmental Entity with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such Parent securities on the TSX, and (D) such Parent securities are in compliance with all of the applicable corporate governance rules of the TSX. (c) As of the date of this Agreement, there are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Public Disclosure Record (other than such comment letters a copy of which has been provided to the Company prior to the date hereof) and neither Parent nor any of the Public Disclosure Record is, to the Knowledge of Parent, subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX. (d) The Parent Shares are registered pursuant to Section 12 of the U.S. Exchange Act, and Parent is required to file reports pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act. Parent has applied for listing the Class A Restricted Voting Shares and the Parent Warrants as Nasdaq Global Market securities within the meaning of NASDAQ Rule 5005(a)(27). Parent is (i) a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act and (ii) is not and upon closing of the Merger will not be required to be registered as an investment company under the U.S. Investment Company Act. There is no legal Proceeding pending or, to the Knowledge of Parent, threatened against Parent by the SEC with respect to deregistration of the Parent Shares under the U.S. Exchange Act. Neither Parent nor any of its Representatives has taken any action that is designed to terminate the registration of Parent Shares under the U.S. Exchange Act. The documents and information comprising the Public Disclosure Record, as at the respective dates that they were filed, were in compliance in all material respects with applicable securities Laws and, where applicable, the rules and policies of NASDAQ and did 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 therein, in light of the circumstances under which they were made, not misleading. Parent has not made any filing with the SEC that at the date hereof remains confidential. (e) The Parent financial statements and notes of Parent contained or incorporated by reference in the Public Disclosure Record (the “Parent Financials”) fairly present in all material respects the financial position, results of operations and changes in financial position of Parent at the respective dates of and for the periods referred to in such financial statements, all prepared in accordance with (i) IFRS consistently applied and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by IFRS or Regulation S-X or Regulation S-K, as applicable). (f) Except as and to the extent reflected or reserved against in the Parent Financials, Parent has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with IFRS that are not adequately reflected or reserved on or provided for in Parent Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with IFRS that have been incurred since Parent’s formation in the ordinary course of business.

Reporting Issuer Status and Securities Laws Matters. The Company Tahoe is a “reporting issuer” within the meaning of applicable Securities Laws in each all provinces and territories of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario Canada and New Brunswick, and has disclosure obligations under Peruvian securities Laws. Tahoe is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyTahoe, and the Company Tahoe is not in default of any material provision of applicable Securities Laws. The Tahoe Shares are registered as a class under section 12(b) of the U.S. Exchange Act, and Tahoe has filed or furnished all reports or other information required to be filed or furnished under section 13(a) of the U.S. Exchange Act. Trading in the Exeter Tahoe Shares on the TSX, NYSE or the BVL is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Tahoe is pending or, to the knowledge of the CompanyTahoe, threatened. To the knowledge of the CompanyTahoe, no inquiry, review or investigation (formal or informal) of the Company Tahoe by any securities commission or similar regulatory authority under applicable Securities Laws, Laws or the TSX, the NYSE MKT or the Frankfurt Exchange BVL is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above hereinabove in this Section 3.1(i), the Company 9 Tahoe is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any other securities Laws. The documents and information comprising the Public Tahoe Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, the NYSE MKT and the Frankfurt Exchange BVL and were true, correct and complete in all material respects and did 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 therein, in light of the circumstances under which they were made, not misleadingmisrepresentation. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Tahoe is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Tahoe under applicable Securities Laws and the rules and policies of the TSX, the NYSE MKT and the Frankfurt ExchangeBVL. The Company Tahoe has not filed any confidential material change report that at the date hereof remains confidential.

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each the Province of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New BrunswickNova Scotia, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities Laws. Trading in the Exeter Common Shares on the TSX is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange TSX is in effect or ongoing or expected to be implemented or undertaken. None of the Company’s Subsidiaries are subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction. Except as set forth out above and in this Section 3.1(i)respect of applicable Securities Laws in connection with the listing of the Common Shares on the Frankfurt Stock Exchange and OTCQB Venture Market, the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or or, to the knowledge of the Company, any securities Laws, including, without limitation, the securities laws of the United States. The Company has filed all material documents required to be filed by it in accordance with applicable Securities Laws and the rules and policies of the TSX. The documents and information comprising the Public Company Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange TSX and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. The Company has not filed any confidential material change report that at the date hereof remains confidentialconfidential or any other confidential filings (including redacted filings) filed to or furnished with, as applicable, any securities commissions or similar regulatory authority. There are no outstanding or unresolved comments in comment letters from any securities commission or other similar regulatory authority with respect to any of the documents and information comprising the Company Disclosure Record and neither the Company nor any such documents or information is subject of ongoing audit, review or comment by any securities commission or other similar regulatory authority or the TSX. Neither the Company nor any of its Subsidiaries has, nor is it required to have, any class of securities registered under the U.S. Exchange Act, nor is the Company subject to any reporting obligation (whether active or suspended) pursuant to Section 15(d) of the U.S. Exchange Act. Neither the Company nor any of its Subsidiaries is registered or required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940. The Company is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the U.S. Exchange Act).

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario provinces and New Brunswickterritories of Canada other than Québec, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority in Canada has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities LawsLaws or the rules or regulations of the TSX. Trading in the Exeter Teranga Shares on the TSX is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To The Company has not received notice of any inquiry, review or investigation (formal or informal) by any securities commission or similar regulatory authority or the TSX and, to the knowledge of the Company, no inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange TSX is in effect or ongoing or expected to be implemented or undertaken. The Company has not taken any action to cease to be a reporting issuer in any of the provinces or territories of Canada where it currently is a reporting issuer nor has the Company received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Company. Except as set forth above in this Section 3.1(i3.1(h), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws, including, without limitation, the securities laws of the United States. The documents and information comprising the Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with with‌ applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange TSX and did not contain any misrepresentation or untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. The Company has not filed any confidential material change report that at the date hereof remains confidential. As of the date of this Agreement, there are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Public Disclosure Record and neither the Company nor any of the Public Disclosure Record is, to its knowledge, subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX. The Teranga Shares are not and are not required to be registered pursuant to Section 12 of the U.S. Exchange Act, and the Company is not required to file reports pursuant to Sections 13(a) or 15(d) of the U.S. Exchange Act. The Company is (i) a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act, and (ii) is not registered or required to register as an investment company under the U.S. Investment Company Act.

Reporting Issuer Status and Securities Laws Matters. (a) The Company is a “reporting issuer” within the meaning of applicable Canadian Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario the Provinces and New Brunswick, the United States and is not on the list of reporting issuers in default under applicable Securities Lawsin each of the Provinces in which such concept exists, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any 14 securities of the Company, and the Company is not in default of any material provision requirement of applicable Securities Lawssecurities Laws or the rules or regulations of the TSX. Trading in Company Common Shares on the Exeter Shares TSX is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge Knowledge of the Company, threatened. To the knowledge Knowledge of the Company, no inquiry, review or investigation (formal or informal) of the Company by any securities commission Canadian Securities Administrator or similar regulatory authority the TSX under applicable Securities Laws, securities Laws or regulations of the TSX, the NYSE MKT TSX is pending or the Frankfurt Exchange is in effect or ongoing or expected threatened. The Company has not taken any action to cease to be implemented or undertaken. Except as set forth above a reporting issuer in this Section 3.1(i), any of the Provinces nor has the Company is not subject received notification from any Canadian Securities Administrator seeking to continuous disclosure or other public revoke the reporting requirements under any Securities Laws or any securities Lawsissuer status of the Company. The documents and information comprising the Company Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities securities Laws and, where applicable, the rules and policies of the TSX and did 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 therein, in light of the circumstances under which they were made, not misleading, and did not contain any misrepresentation. The Company has not filed any confidential material change report that remains confidential. (b) The Company has timely filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by the Company with the Canadian Securities Administrators under applicable Canadian Securities Laws in each of the Provinces which are all available on SEDAR and with the SEC under the Securities Act or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement and prior to the Closing. The disclosures filed with the SEC were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be. No Company Subsidiary is required to file or furnish any report, statement, schedule, form or other document with, or make any other filing with, or furnish any other material to, the SEC or with any Canadian Securities Administrator. As used in this Section 3.5(b) the term “file” will be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. The Company Common Shares are listed on the TSX, NYSE MKT the Company has not received any written deficiency notice from the TSX relating to the continued listing requirements of such Company securities, there is no Action pending or, to the Knowledge of the Company, threatened against Company by any Governmental Entity with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such Company securities on the TSX and the Frankfurt Company is in compliance with all of the applicable corporate governance rules of the TSX. (c) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters from any securities commission or similar regulatory authority with respect to any of the Company Public Disclosure Record (other than such comment and response letters a copy of which has been provided to GX prior to the date hereof) and neither the Company nor any of the Company Public Disclosure Record is, to the Knowledge of the Company, subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX. (d) The Company Common Shares are registered pursuant to Section 12 of the Exchange Act, and the Company is required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company is not and upon closing of the Mergers will not be required to be registered as an investment company under the Investment Company Act. There is no legal proceeding pending or, to the Knowledge of the Company threatened against the Company by the SEC with respect to deregistration of the Company Common Shares under the Exchange Act. Neither the Company nor any of its Representatives has taken any action that is designed to terminate the registration of the Company Common Shares under the Exchange Act. The documents and information comprising the Company Public Disclosure Record, as at the respective dates that they were filed, were in compliance in all material respects with applicable securities Laws and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in not made any filing with the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange. The Company has not filed any confidential material change report SEC that at the date hereof remains confidential. (e) The Company financial statements and notes of the Company contained or incorporated by reference in the Company Public Disclosure Record (the “Company Financial Statements”) fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of the Company at the respective dates of and for the periods referred to in such financial statements, all prepared in accordance with (i) GAAP consistently applied, (ii) the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company Financial Statements, and (iii) the applicable requirements of Canadian securities laws. (f) Except as and to the extent reflected or reserved against in the Company Financial Statements, the Company has not incurred any liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved on or provided for in the Company Financial Statements, other than liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not material to the Company and the Company Subsidiaries, taken as a whole, or that have been incurred since June 30, 2022 in the ordinary course of business. (g) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(c) of the Exchange Act) and DC&P (as defined in National Instrument 52-109 – “Certification of disclosure in issuers’ annual and interim filings” of the Canadian Securities Administrators) that comply with the requirements of the Exchange Act and applicable Canadian securities laws. Such disclosure controls and procedures are designed to ensure that material information relating to the Company and other material information required to be disclosed by the Company in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. (h) The Company maintains systems of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) and of ICFR (as defined under National Instrument 52-109 – “Certification of disclosure in issuers’ annual and interim filings” of the Canadian Securities Administrators) that comply with the requirements of the Exchange Act and applicable Canadian securities laws and that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that the Company maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. The Company has delivered to GX a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of the Company to the Company’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company to record, process, summarize and report financial data. To the Company’s Knowledge, there have not been any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of the Company. Since June 30, 2022, there have been no material changes in the Company’s internal control over financial reporting.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “"reporting issuer” " within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario provinces and New Brunswickterritories of Canada, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order Order preventing or suspending trading of any securities of the Company, and Purchaser. The Purchaser Shares are registered under Section 12(b) of the Company U.S. Exchange Act. The Purchaser is not in default of any material provision of applicable Securities Laws, U.S. Securities Laws or the rules and regulations of the TSX or Nasdaq. Trading in the Exeter Purchaser Shares on the TSX and Nasdaq is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the CompanyPurchaser, no inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT U.S. Securities Laws or the Frankfurt Exchange rules and policies of the TSX or Nasdaq is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance compliance, in all material respects respects, with applicable Securities Laws, U.S. Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt Exchange Nasdaq and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company Purchaser has publicly disclosed in the Purchaser Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect on the CompanyEffect. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s 's discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws, U.S. Securities Laws and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNasdaq. The Company Purchaser has not filed any confidential material change report that at the date hereof of this Agreement and at the Closing Date remains confidential. There are no outstanding or unresolved comments in comment letters from any securities commission or similar regulatory authority with respect to any of the Purchaser Public Disclosure Record and neither the Purchaser nor any of the Purchaser Public Disclosure Record is subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX or Nasdaq.

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario the provinces and New Brunswickterritories of Canada, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities LawsLaws or the rules or regulations of the TSX or the NYSE American. Trading in the Exeter Company Shares on the TSX and the NYSE American is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, U.S. Securities Laws or the TSX, TSX or the NYSE MKT or the Frankfurt Exchange American is in effect or ongoing or expected to be implemented or undertaken. The Company has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has the Company received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Company. Except as set forth above in this Section 3.1(h) and Section 3.1(i), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or the securities Laws of any other jurisdiction. The Company’s subsidiaries are not subject to continuous disclosure or other disclosure requirements under any Securities Laws or the securities LawsLaws of any other jurisdiction. The documents and information comprising the Company Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws Laws, and, where applicable, the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt Exchange NYSE American and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed is up to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws Laws, and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNYSE American. The Company has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Company Public Disclosure Record and neither the Company nor any of the Company Public Disclosure Record is, to its knowledge, subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX or the NYSE American.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser is a “"reporting issuer” " within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswickthe provinces of Canada (other than Quebec), and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, and the Company Purchaser is not in default of any material provision of applicable Securities Laws or the TSX. The Purchaser Shares are registered pursuant to the U.S. Exchange Act and the Purchaser is in material compliance with all applicable U.S. Securities Laws and Australian Securities Laws. Trading in the Exeter Purchaser Shares is on the TSX, NYSE and ASX are not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or similar regulatory authority under applicable Securities Laws, U.S. Securities Laws, Australian Securities Laws or the TSX, the NYSE MKT or the Frankfurt Exchange ASX is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above The Purchaser has not taken any action to cease to be a reporting issuer in this Section 3.1(i), any province of Canada nor has the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or Purchaser received notification from any securities Lawscommission or similar regulatory authority seeking to revoke the reporting issuer status of the Purchaser. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws, U.S. Securities Laws and Australian Securities Laws, and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange ASX and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s 's discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws, U.S. Securities Laws and Australian Securities Laws, and the rules and policies of the TSX, NYSE MKT and the Frankfurt ExchangeASX. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. The Purchaser is (i) a "foreign private issuer" as defined in Rule 405 under the U.S. Securities Act, and (ii) is not registered or required to register as an investment company under the U.S. Investment Company Act.

Reporting Issuer Status and Securities Laws Matters. The Company Purchaser (i) is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbiathe provinces and territories of Canada, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswick, and (ii) is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyPurchaser, (iii) the Purchaser Shares are registered under Section 12(b) of the U.S. Exchange Act, and (iv) the Company Purchaser is not in default of any material provision of applicable Securities LawsLaws or the applicable rules or regulations of the TSX or the NYSE American. Trading in the Exeter Purchaser Shares is on the TSX, and the NYSE American are not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Purchaser is pending or, to the knowledge of the CompanyPurchaser, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Purchaser by any securities commission or or, to the knowledge of the Purchaser, similar regulatory authority under applicable Securities Laws, or the TSX, TSX or the NYSE MKT or the Frankfurt Exchange American is in effect or ongoing or expected to be implemented or undertaken. The Purchaser has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has the Purchaser received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Purchaser. Except as set forth above in this Section 3.1(i3.2(i), the Company Purchaser is not subject to continuous disclosure or other public reporting requirements under any Securities Laws Laws, or any other securities Laws. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws Laws, and, where applicable, the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt Exchange NYSE American and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Purchaser is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Purchaser under applicable Securities Laws Laws, and the rules and policies of the TSX, NYSE MKT TSX and the Frankfurt ExchangeNYSE American. The Company Purchaser has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comments letters from any securities commission or similar regulatory authority with respect to any of the Purchaser Public Disclosure Record and, to the knowledge of the Purchaser, neither the Purchaser nor any of the Purchaser Public Disclosure Record is subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the TSX or the NYSE American.

Reporting Issuer Status and Securities Laws Matters. The Company Rio Alto is a “reporting issuer” within the meaning of applicable Securities Laws in each all provinces and territories of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario Canada and New Brunswick, and has disclosure obligations under Peruvian securities Laws. Rio Alto is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyRio Alto, and the Company Rio Alto is not in default of any material provision of applicable Securities Laws. The Rio Alto Shares are registered as a class under section 12(b) of the U.S. Exchange Act, and Rio Alto has filed or furnished all reports or other information required to be filed or furnished under section 13(a) of the U.S. Exchange Act. Trading in the Exeter Rio Alto Shares on the TSX, the NYSE, BVL or the Frankfurt Stock Exchange is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Rio Alto is pending or, to the knowledge of the CompanyRio Alto, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Rio Alto by any securities commission or similar regulatory authority under applicable Securities Laws, Laws or the TSX, the NYSE MKT or NYSE, BVL and the Frankfurt Stock Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i)3.1(h) and its disclosure obligations under Peruvian securities Laws, the Company Rio Alto is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Public Rio Alto Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT the NYSE, BVL and the Frankfurt Stock Exchange and were true, correct and complete in all material respects and did 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 therein, in light of the circumstances under which they were made, not misleadingmisrepresentation. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Rio Alto is up-up- to-date in all forms, reports, statements and documents, including financial statements and management’s management’;s discussion and analysis, required to be filed by the Company Rio Alto under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT the NYSE, BVL and the Frankfurt Stock Exchange. The Company Rio Alto has not filed any confidential material change report that at the date hereof remains confidential. Rio Alto’;s shares were listed on the BVL at Rio Alto's request. Rio Alto has not launched any initial public offering, exchange public offering or any other public offering of the Rio Alto Shares in Peru.

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario British Columbia and New BrunswickOntario, and is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities LawsLaws or the rules, regulations or policies of the CSE. Trading in the Exeter Company Shares on the CSE is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange CSE is in effect or ongoing or expected to be implemented or undertaken. The Company has not taken any action to cease to be a reporting issuer in any provinces or territory of Canada nor has the Company received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Company. Except as set forth above in this Section 3.1(i), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws, including, without limitation, U.S. Securities Laws. None of the Company’s subsidiaries are subject to continuous disclosure or other disclosure requirements under any Securities Laws, U.S. Securities Laws or the securities Laws of any other jurisdiction. The documents and information comprising the Company Public Disclosure Record, as at the respective dates they were filed, were in material compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange CSE and did 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 therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Company Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT and the Frankfurt ExchangeCSE. The Company has not filed any confidential material change report that at the date hereof remains confidential. There are no outstanding or unresolved comments in comment letters from any securities commission or similar regulatory authority with respect to any of the Company Public Disclosure Record and neither the Company nor any of the Company Public Disclosure Record is subject of an ongoing audit, review, comment or investigation by any securities commission or similar regulatory authority or the CSE.

Reporting Issuer Status and Securities Laws Matters. The Company is a “reporting issuer” within the meaning of applicable Canadian Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswick, and not on the list of reporting issuers in default under applicable Canadian Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any compliance in all material provision of respects with applicable Canadian Securities Laws. Trading in the Exeter Company Common Shares on the TSX is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Canadian Securities Laws, the TSX, the NYSE MKT Laws or the Frankfurt Exchange TSX is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i3.1(g), neither the Company nor any of its Subsidiaries is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The All documents and information comprising filed by or on behalf of the Public Disclosure RecordCompany on SEDAR since January 1, 2011, as at the respective dates they were filed, were in compliance in all material respects with applicable Canadian Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT and the Frankfurt Exchange TSX and did 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 therein, in light of the circumstances under which they were made, not misleading. The Since January 1, 2011, the Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in timely filed all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Canadian Securities Laws and the rules and policies of the TSX. No Subsidiary of the Company is required under Canadian Securities Laws or the rules and policies of the TSX to file any form, NYSE MKT statements and the Frankfurt Exchangedocuments, including financial statements and management’s discussion and analysis. The Company has not filed any confidential material change report that at the date hereof remains confidential.

Reporting Issuer Status and Securities Laws Matters. The Company Rio Alto is a “reporting issuer” within the meaning of applicable Securities Laws in each all provinces and territories of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario Canada and New Brunswick, and has disclosure obligations under Peruvian securities Laws. Rio Alto is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the CompanyRio Alto, and the Company Rio Alto is not in default of any material provision of applicable Securities Laws. The Rio Alto Shares are registered as a class under section 12(b) of the U.S. Exchange Act, and Rio Alto has filed or furnished all reports or other information required to be filed or furnished under section 13(a) of the U.S. Exchange Act. Trading in the Exeter Rio Alto Shares on the TSX, the NYSE, BVL or the Frankfurt Stock Exchange is not currently halted or suspended on the TSX, the NYSE MKT or the Frankfurt Exchangesuspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company Rio Alto is pending or, to the knowledge of the CompanyRio Alto, threatened. To the knowledge of the Company, no No inquiry, review or investigation (formal or informal) of the Company Rio Alto by any securities commission or similar regulatory authority under applicable Securities Laws, Laws or the TSX, the NYSE MKT or NYSE, BVL and the Frankfurt Stock Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i)3.1(h) and its disclosure obligations under Peruvian securities Laws, the Company Rio Alto is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Public Rio Alto Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, NYSE MKT the NYSE, BVL and the Frankfurt Stock Exchange and were true, correct and complete in all material respects and did 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 therein, in light of the circumstances under which they were made, not misleadingmisrepresentation. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company Rio Alto is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company Rio Alto under applicable Securities Laws and the rules and policies of the TSX, NYSE MKT the NYSE, BVL and the Frankfurt Stock Exchange. The Company Rio Alto has not filed any confidential material change report that at the date hereof remains confidential. Rio Alto’s shares were listed on the BVL at Rio Alto's request. Rio Alto has not launched any initial public offering, exchange public offering or any other public offering of the Rio Alto Shares in Peru.