Common use of Responding to Acquisition Proposals and Superior Proposals Clause in Contracts

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section 6.1(a) or any other provision of this Agreement, following the receipt by the Company of a bona fide written Acquisition Proposal made after the date hereof (that was not solicited, assisted, initiated, encouraged or facilitated in contravention of Section 6.1(a)), the Company and its Representatives may: (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and (ii) if the Board determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of such Acquisition Proposal that provides for a due diligence investigation) and that the failure to take the relevant action would be inconsistent with its fiduciary duties: (A) furnish information with respect to the Company and the Company Subsidiary to the person making such Acquisition Proposal and its Representatives and allow such person access to the Company's facilities and properties but only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Company than those contained in the Confidentiality Agreements (except that it shall permit the disclosure to the Offeror required by this Article 6), provided that the Company sends a copy of such confidentiality agreement to the Offeror promptly following its execution and the Offeror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) the information provided to such person; and (B) engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives, provided that all such access and discussions shall cease during the Match Period. (b) Notwithstanding Section 6.1(a) or any other provision of this Agreement, the Company may (x) enter into an agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A)) with respect to an Acquisition Proposal that is a Superior Proposal and/or (y) withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (i) the Company shall have complied with its obligations under this Article 6; (ii) the Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties; (iii) the Company has delivered written notice to the Offeror (A) of the determination of the Board that the Acquisition Proposal is a Superior Proposal, (B) of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the "Superior Proposal Notice"); (iv) at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Offeror, which five-Business Day period is referred to as the "Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Offeror); (v) if the Offeror has offered to amend the terms of the Offer and this Agreement during the Match Period pursuant to Section 6.3(c), such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the Offeror at the termination of the Match Period; and (vi) the Company terminates this Agreement pursuant to Section 8.1(h)(iii) and the Company has previously paid or, concurrently with termination, pays the Termination Payment to the Offeror. (c) During the Match Period, the Offeror shall have the opportunity, but not the obligation, to offer to amend the terms of the Offer and this Agreement and the Company shall cooperate with the Offeror with respect thereto, including negotiating in good faith with the Offeror to enable the Offeror to make such amendments to the Offer and this Agreement as the Offeror deems appropriate as would enable the Offeror to proceed with the Offer on such adjusted provisions. The Board shall review any such offer by the Offeror to amend the terms of the Offer and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Offeror's offer to amend the Offer and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the Offeror. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror shall amend the Offer and the Company and the Offeror shall enter into an amendment to this Agreement reflecting the offer by the Offeror to amend the terms of the Offer and this Agreement. (d) The Board shall promptly reaffirm its recommendation of the Offer by news release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made, (ii) the Board determines that a proposed amendment to the terms of the Offer and this Agreement would result in the Acquisition Proposal not being a Superior Proposal, and the Offeror has so amended the terms of the Offer; or (iii) the written request of the Offeror. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such news release and the Company shall incorporate all reasonable comments made by the Offeror and its counsel. (e) Nothing in this Agreement shall prevent the Board from responding through a directors' circular or otherwise as required by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal, including calling a meeting of Shareholders in response to a valid requisition thereof in compliance with Section 167(2) of the BCBCA. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printing, publication or announcement and the Company shall give due consideration to all reasonable comments made by the Offeror and its counsel. (f) Each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 6.3(b).

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section 6.1(a) or ), if at any other provision of this Agreement, following time prior to obtaining the receipt approval by the Company Securityholders of the Arrangement Resolution, the Corporation receives a bona fide written Acquisition Proposal made after the date hereof (that was not solicited, assisted, initiated, encouraged or facilitated solicited in contravention of Section 6.1(a)), the Company Corporation and its Representatives may: (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying to clarify the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and (ii) if the Board determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of such Acquisition Proposal that provides for a due diligence investigation) and that the failure to take the relevant action would be inconsistent with its fiduciary duties: (A) furnish information with respect to the Company and the Company Subsidiary to the person making such Acquisition Proposal and its Representatives and allow such person access to the Company's facilities and properties but only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Company than those contained in the Confidentiality Agreements (except that it shall permit the disclosure to the Offeror required by this Article 6), provided that the Company sends a copy of such confidentiality agreement to the Offeror promptly following its execution and the Offeror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) the information provided to such person; and (B) engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Corporation or its subsidiaries for a maximum of 10 calendar days after the day on which access or disclosure is first afforded to the person making the Acquisition Proposal or its Representatives, provided that: (A) the Board, after consultation with its financial advisors and its outside legal counsel, determines in good faith that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; (B) such person was not prohibited from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Corporation or any of its subsidiaries; (C) the Corporation has been, and continues to be, in compliance with its obligations under this Article 6; and (D) the Corporation first enters into a confidentiality and standstill agreement with such person that contains a standstill provision that restricts such person from acquiring, or publicly announcing an intention to acquire, any securities or assets of the Corporation (other than pursuant to a Superior Proposal) for a period of not less than 12 months from the date of such Agreement (unless such person is already a party to a confidentiality or standstill agreement with the Corporation) provided that all such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with the Corporation or any of its subsidiaries and may not restrict the Corporation from complying with this Agreement (including this Article 6) and provided the Corporation sends a copy of any such confidentiality and standstill agreement to the Acquiror promptly upon its execution and thereafter the Acquiror is provided with access to any information that was provided to such person and discussions not previously provided to the Acquiror prior to or concurrently with such information being provided to such person. Notwithstanding the foregoing, the Corporation shall cease during not provide any commercially sensitive non-public information to any person that might be considering an Acquisition Proposal that was not, or concurrently therewith is not, provided to the Match PeriodAcquiror. (b) Notwithstanding Section 6.1(a) or any other provision of this Agreement, If the Company may (x) enter into an agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A)) with respect to Corporation receives an Acquisition Proposal that is a Superior Proposal and/or (y) withdraw, modify or qualify its prior to the approval or recommendation of the Offer Arrangement Resolution by the Securityholders that the Board determines in good faith, after consultation with its financial advisors and recommend or approve an Acquisition Proposal that is outside counsel, constitutes a Superior Proposal, providedthe Board may enter into a definitive agreement with respect to such Superior Proposal, if and only if: (i) the Company shall have complied person making the Superior Proposal was not prohibited from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Corporation or any of its subsidiaries; (ii) the Corporation has been, and continues to be, in compliance with its obligations under this Article 6; (ii) the Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties; (iii) the Company Corporation has delivered written notice to the Offeror (A) Acquiror of the determination of the Board that the Acquisition Proposal is a Superior Proposal, (B) Proposal and of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company Corporation to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed (including any financing documents supplied to the Corporation in connection therewith unless precluded to do so by the person making such Superior Proposal that is capable of acceptance by the Company, and (Cconfidentiality provisions contained therein) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the "“Superior Proposal Notice"”); (iv) at least five (5) Business Days have elapsed since the date the Superior Proposal Notice was received by the OfferorAcquiror and the date on which the Acquiror received all of the materials set forth in Section 6.3(b)(iii), which five-five (5) Business Day period is referred to as the "“Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Offeror)”; (v) if during any Match Period, the Offeror Acquiror has offered to amend had the terms of opportunity (but not the Offer and this Agreement during the Match Period pursuant to obligation), in accordance with Section 6.3(c), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (vi) after the Match Period, the Board has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to be constitute a Superior Proposal (if applicable, compared to the amendment to the terms of the Offer and this Agreement offered Arrangement as proposed to be amended by the Offeror at the termination of the Match PeriodAcquiror under Section 6.3(c)); and (vivii) the Company Corporation terminates this Agreement pursuant to Section 8.1(h)(iii10.2(e) and the Company Corporation has previously paid or, concurrently with termination, pays the Termination Payment to the OfferorAcquiror. (c) During the Match Period, (i) the Offeror Acquiror shall have the opportunity, but not the obligation, to offer to amend the terms of the Offer Arrangement and this Agreement and Agreement, (ii) the Company shall cooperate with the Offeror with respect thereto, including negotiating in good faith with the Offeror to enable the Offeror to make such amendments to the Offer and this Agreement as the Offeror deems appropriate as would enable the Offeror to proceed with the Offer on such adjusted provisions. The Board shall review any such offer by the Offeror Acquiror to amend the terms of the Offer Arrangement and this Agreement in order to determine, in good faith in the exercise of faith, after consultation with its fiduciary dutiesfinancial advisors and outside counsel, whether the Offeror's Acquiror’s offer to amend the Offer Arrangement and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Offer Arrangement and this Agreement offered by the OfferorAcquiror, and (iii) the Corporation shall negotiate in good faith with the Acquiror to make such amendments to the terms of this Agreement and the Arrangement as would enable the Acquiror to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror Corporation shall amend promptly so advise the Offer Acquiror and the Company Corporation and the Offeror Acquiror shall enter into an amendment to this Agreement reflecting the offer by the Offeror Acquiror to amend the terms of the Offer Arrangement and this Agreement, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (d) The At the written request of the Acquiror, the Board shall promptly reaffirm its recommendation of the Offer Board Recommendation by news press release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced announced, made or made, disclosed; or (ii) the Board determines that a proposed amendment to the terms of the Offer Arrangement and this Agreement would result in the a previously announced Acquisition Proposal not being a Superior Proposal, and the Offeror has so amended the terms of the Offer; or (iii) the written request of the Offeror. The Offeror Acquiror and its legal advisor counsel shall be given a reasonable opportunity to review and comment on the form and content of any such news release press release, and the Company Corporation shall incorporate all reasonable reasonably consider any such comments, recognizing that whether or not such comments made are appropriate will be determined by the Offeror and its counselCorporation. (e) Nothing in this Agreement shall prevent the Board from responding through complying with Section 2.17 of National Instrument 62-104 – Take-Over Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors' ’ circular or otherwise as required by applicable Laws to in respect of an Acquisition Proposal for the Corporation; provided, however, that, notwithstanding that it determines is the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Superior Proposalchange to the Board Recommendation, including calling a meeting of Shareholders in response to a valid requisition thereof in compliance with other than as permitted by Section 167(2) of the BCBCA6.3(a). The Offeror Acquiror and its legal advisor counsel shall be given a reasonable opportunity to review and comment on the form and content of any such response prior disclosure relating to its printing, publication or announcement this Agreement and the Company shall give due consideration to all reasonable comments made by the Offeror and its counseltransactions contemplated hereby. (f) If the Corporation provides the Acquiror with a Superior Proposal Notice on a date that is less than five (5) Business Days prior to the Meeting, at the request of the Acquiror, the Corporation will either proceed with or adjourn the Meeting to a date that is not less than three (3) Business Days and not more than 10 Business Days after the date the Superior Proposal Notice is provided to the Acquiror, as such date is requested by the Acquiror. (g) Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 6.3(b)) and all of the provisions of this Section 6.3 shall apply again to such new Acquisition Proposal, provided that the Acquiror shall be afforded a new five (5) Business Day Match Period from the later of the date on which the Acquiror received the Superior Proposal Notice and the date on which the Acquiror received all of the materials set forth in Section 6.3(b)(iii) with respect to the new Superior Proposal from the Corporation. (h) The Corporation shall advise its subsidiaries and their respective Representatives of the prohibitions set out in this Article 6 and any violation of the restrictions set forth in this Article 6 by the Corporation, its subsidiaries or their respective Representatives is deemed to be a breach of this Article 6 by the Corporation.

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section 6.1(a7.1(a) or any other provision of this Agreement, if at any time following the receipt by occurrence of a Specified Lock-Up Termination Event and prior to obtaining the Company Shareholder Approval, Opta Minerals or any of its Representatives receives a bona fide written Acquisition Proposal made and such Acquisition Proposal was not solicited after the date hereof (that was not solicited, assisted, initiated, encouraged or facilitated in contravention of Section 6.1(a)7.1(a) and did not otherwise result from a contravention of Section 7.1(a), the Company and its Representatives then Opta Minerals may: (i) contact the person making such Acquisition Proposal and its Representatives solely representatives for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is would reasonably likely be expected to lead to, a Superior Proposal; and (ii) if the Board determinesfirst determines in good faith, after consultation with its financial advisors, outside legal counsel and financial advisorsthe Special Committee, that such Acquisition Proposal is, or is would reasonably likely be expected to lead to, a Superior Proposal (disregarding for and the purposes of such determination under this clause 6.3(a)(ii) only, any term of failure to provide the person making such Acquisition Proposal that provides for a due diligence investigation) and that the failure with access to take the relevant action such information would be inconsistent with its the fiduciary duties: duties of the Board: (A) furnish information with respect to the Company and the Company Subsidiary to provide the person making such Acquisition Proposal and its Representatives and allow such person with access to information regarding Opta Minerals for a period of not more than seven (7) Business Days (the Company's facilities "Diligence Period"); and properties but only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Company than those contained in the Confidentiality Agreements (except that it shall permit the disclosure to the Offeror required by this Article 6), provided that the Company sends a copy of such confidentiality agreement to the Offeror promptly following its execution and the Offeror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) the information provided to such person; and (B) engage in discussions and negotiations with respect to the Acquisition Proposal with the person making such Acquisition Proposal and its Representatives, ; provided that (x) Opta Minerals first enters into an Acceptable Confidentiality Agreement with such person, (y) Opta Minerals provides a copy of such Acceptable Confidentiality Agreement to the Acquiror Parent and the Acquiror promptly following its execution and the Acquiror Parent and the Acquiror are promptly provided (to the extent not previously provided) with all information provided to such access person (which requirement may be satisfied by posting such information to Opta Minerals’ electronic data room at wxx.xxxxxxxx.xxx – Project Wedge), and discussions (z) as of the expiry of the Diligence Period, unless such person has made a Superior Proposal, Opta Minerals shall cease during request the Match Periodreturn or destruction of all information provided to such person pursuant to such Acceptable Confidentiality Agreement and use commercially reasonable efforts to ensure that such requests are honoured. (b) Notwithstanding Section 6.1(a7.1(a) or any other provision of this Agreement, Opta Minerals may at any time following the Company may occurrence of a Specified Lock-Up Termination Event and prior to obtaining the Shareholder Approval (xA) enter into an agreement (other than a confidentiality agreement an Acceptable Confidentiality Agreement contemplated by Section 6.3(a)(ii)(A7.3(a)(ii)) with respect to an Acquisition Proposal that is a Superior Proposal and/or (yB) withdraw, modify or qualify its approval or recommendation of the Offer Amalgamation and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (i) the Company person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction; (ii) Opta Minerals shall have complied at all times been, and continue to be, in compliance with its obligations under this Article 67; (iiiii) the Board has determined, after consultation with its outside legal counsel and financial advisorsadvisors and the Special Committee, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties; (iiiiv) the Company Opta Minerals has delivered written notice to the Offeror Acquiror Parent and the Acquiror (A) of the determination of the Board that the Acquisition Proposal is a Superior Proposal, (B) of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company Opta Minerals to enter into an agreement with respect to such Superior Proposal, together with a copy of such proposed agreement to be executed by the person making such Superior Proposal that is capable of acceptance by the Company, and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the "Superior Proposal Notice"); (ivv) at least five (5) Business Days have elapsed since the date the Superior Proposal Notice was received by the OfferorAcquiror Parent and the Acquiror, which five-five (5) Business Day period is referred to as the "Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth (5th) Business Day following the day that the Superior Proposal Notice was delivered to the Offeror)Acquiror Parent and the Acquiror; (vvi) if the Offeror has Acquiror Parent and the Acquiror have offered to amend the terms of the Offer Amalgamation and this Agreement during the Match Period pursuant to Section 6.3(c7.3(c), the Board has determined in good faith, after consultation with Opta Mineral's outside legal counsel and financial advisers, that such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Offer Amalgamation and this Agreement offered as proposed to be amended by the Offeror Acquiror Parent and the Acquiror at the termination of the Match Period; (vii) such Superior Proposal does not require Opta Minerals or any other person to seek to interfere with the attempted successful completion of the Amalgamation (including requiring Opta Minerals to delay, adjourn, postpone or cancel the Meeting) or provide for the payment of any break, termination or other fees or expenses or confer any rights or options to acquire assets or securities of Opta Minerals or any of its Subsidiaries to any person in the event that Opta Minerals completes the Amalgamation or any other similar transaction with the Acquiror Parent or the Acquiror agreed to prior to the termination of this Agreement; and (viviii) the Company terminates this Agreement pursuant to Section 8.1(h)(iii) and the Company has previously paid orprior to, or concurrently with terminationwith, entering into such definitive agreement, Opta Minerals pays the Termination Payment to the OfferorAcquiror. (c) During Opta Minerals acknowledges and agrees that, during the Match Period, or such longer period as Opta Minerals may approve for such purpose, the Offeror Acquiror Parent and the Acquiror shall have the opportunity, but not the obligation, to offer propose to amend the terms of the Offer and this Agreement and the Company Amalgamation and Opta Minerals shall cooperate co-operate with the Offeror Acquiror Parent and the Acquiror with respect thereto, including negotiating in good faith with the Offeror Acquiror Parent and the Acquiror to enable the Offeror Acquiror to make such amendments adjustments to the Offer terms and conditions of this Agreement and the Amalgamation as the Offeror Acquiror deems appropriate and as would enable the Offeror Acquiror to proceed with the Offer Amalgamation on such adjusted provisionsterms. The Board shall will review any such offer proposal by the Offeror Acquiror Parent and the Acquiror to amend the terms of the Offer and this Agreement Amalgamation in order to determine, in good faith in the exercise of its fiduciary duties, whether the Offeror's offer Acquiror’s proposal to amend the Offer and this Agreement, upon its acceptance, Amalgamation would result in the Acquisition Proposal ceasing to be not being a Superior Proposal compared to the proposed amendment to the terms of the Offer and this Agreement offered by the OfferorAmalgamation. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, Opta Minerals shall promptly so advise the Offeror Acquiror Parent and the Acquiror and Opta Minerals and the Acquiror Parent and the Acquiror shall amend the Offer and the Company and the Offeror shall enter into an amendment to this Agreement reflecting the to reflect such offer made by the Offeror Acquiror, and shall take and cause to amend be taken all such actions as are necessary to give effect to the terms of the Offer and this Agreementforegoing. (d) The Board shall promptly (and in any event no later than three (3) Business Days following a request to that effect from the Acquiror Parent or the Acquiror) reaffirm its recommendation of the Offer Amalgamation by news press release after: (i) any Acquisition Proposal (which is determined the Board determines not to be a Superior Proposal) is publicly announced or made, made or (ii) the Board determines that a proposed amendment to the terms of the Offer Amalgamation and this Agreement would result in the Acquisition Proposal not being a Superior Proposal, and the Offeror has Acquiror Parent and the Acquiror have so amended the terms of the Offer; or (iii) Amalgamation. Opta Minerals shall provide the written request of Acquiror Parent and the Offeror. The Offeror Acquiror and its their legal advisor shall be given with a reasonable opportunity to review and comment on the form and content of any such news release press release, and the Company shall incorporate make all reasonable comments made amendments to such press release as requested by the Offeror Acquiror Parent, the Acquiror and its their counsel. (e) Nothing in this Agreement shall prevent the Board from responding through a directors' ’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, including calling a meeting nothing in this Agreement shall prevent the Board from making any disclosure to the Securityholders if the Board, acting in good faith and upon the advice of Shareholders in response its outside legal counsel, shall have first determined that the failure to a valid requisition thereof in compliance make such disclosure would be inconsistent with Section 167(2) the fiduciary duties of the BCBCABoard and provided further that such disclosure is otherwise in accordance with the terms of this Agreement. The Offeror Acquiror Parent, the Acquiror and its legal advisor their counsel shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printingdirectors’ circular, publication recognizing that whether or announcement and the Company shall give due consideration to all reasonable not such comments made are appropriate will be determined by the Offeror and its counselOpta Minerals, acting reasonably. (f) Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 6.3(b7.3(b) and shall require a new five (5) Business Day Match Period from the date described in Section 7.3(b)(v). (g) If no Specified Lock-up Termination Event shall have occurred and at any time prior to obtaining the Shareholder Approval, Opta Minerals receives a Superior Proposal, the Board may, notwithstanding Section 7.1(a)(iii), make a Change in Recommendation if and only if Opta Minerals shall have at all times been and continues to be, in compliance with its obligations under Article 7, provided, for greater certainty, that Opta Minerals shall not have the right to terminate this Agreement as a result of such Superior Proposal unless the terms and conditions applicable to such a termination set forth in Section 7.3 have been complied with and satisfied.

Responding to Acquisition Proposals and Superior Proposals. (a) 6.3.1 Notwithstanding Section 6.1(a) 6.1.1 or any other provision of this Agreement, following the receipt by the Company Seller of a bona fide written Acquisition Proposal made after the date hereof of this Agreement (that was not solicited, assisted, initiated, encouraged or facilitated solicited after that date in contravention breach of Section 6.1(a))6.1.1) and before the Meeting, the Company Seller and its Representatives may: (ia) contact the person Person making such that Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such the Acquisition Proposal and the likelihood of its consummation completion so as to determine whether such the Acquisition Proposal is, or is could reasonably likely be expected to lead to, a Superior Proposal; and (iib) if the Seller Board determines, after consultation with its outside legal and financial advisors, that such that Acquisition Proposal is, or is could reasonably likely be expected to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of such Acquisition Proposal that provides for a due diligence investigation) and that the failure to take the relevant action would be inconsistent with its fiduciary duties: (Ai) furnish information with respect to the Company Seller and the Company Subsidiary Corporation to the person Person making such that Acquisition Proposal and its Representatives and allow such person access to the Company's facilities and properties but only if such person has entered that Person enters into a confidentiality agreement that contains provisions that are not less favourable to the Company Seller than those contained in the Confidentiality Agreements (except that it shall permit the disclosure to the Offeror required by this Article 6), provided that the Company sends a copy of such confidentiality agreement to the Offeror promptly following its execution and the Offeror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) the information provided to such personAgreement; and (Bii) engage in discussions and negotiations with the person Person making such that Acquisition Proposal and its Representatives, provided that all such access and discussions shall cease during the Match Period. (b) 6.3.2 Notwithstanding Section 6.1(a) 6.1.1 or any other provision of this Agreement, (i) the Company Seller may (x) enter into an agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A6.3.1(b)) with respect to an Acquisition Proposal that is a Superior Proposal Proposal, and/or (yii) the Seller Board may withdraw, modify or qualify its approval or recommendation of the Offer Special Resolution and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (ia) the Company shall Seller will have complied with its obligations under this Article 6; (iib) the Meeting has not yet occurred; (c) the Seller Board has determined, after consultation with its outside legal and financial advisors, that such that Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties; (iiid) the Company Seller has delivered written notice to the Offeror (A) Buyer of the determination of the Seller Board that the that Acquisition Proposal is a Superior Proposal, Proposal and of the intention (Bi) of the intention of the Seller Board to approve or recommend such that Superior Proposal Proposal, and/or (ii) of the Company Seller to enter into an agreement with respect to such that Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the "“Superior Proposal Notice"”); (ive) at least five 10 Business Days have elapsed since the date the Superior Proposal Notice was received by the OfferorBuyer, which five10-Business Day period is referred to as the "“Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Offeror)”; (vf) if the Offeror Buyer has offered to amend the terms of the Offer Transaction and this Agreement during the Match Period pursuant to under Section 6.3(c)6.3.3, such that Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Offer Transaction and this Agreement offered by the Offeror Buyer at the termination of the Match Period; and (vig) the Company Seller terminates this Agreement pursuant to under Section 8.1(h)(iii) and the Company has previously paid or, concurrently with termination, pays the Termination Payment to the Offeror.10.1(h); (c) 6.3.3 During the Match Period, the Offeror shall have the opportunity, but not the obligation, to Buyer may offer to amend the terms of the Offer Transaction and this Agreement and the Company shall cooperate with the Offeror with respect thereto, including negotiating in good faith with the Offeror to enable the Offeror to make such amendments to the Offer and this Agreement as the Offeror deems appropriate as would enable the Offeror to proceed with the Offer on such adjusted provisionsAgreement. The Seller Board shall review any such offer by the Offeror Buyer to amend the terms of the Offer Transaction and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the OfferorBuyer's offer to amend the Offer Transaction and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Offer Transaction and this Agreement offered by the OfferorBuyer. If the Seller Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror shall amend the Offer Seller and the Company and the Offeror Buyer shall enter into an amendment to this Agreement reflecting the offer by the Offeror Buyer to amend the terms of the Offer Transaction and this Agreement. (d) The Board shall promptly reaffirm its recommendation of the Offer by news release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made, (ii) the Board determines that a proposed amendment to the terms of the Offer and this Agreement would result in the Acquisition Proposal not being a Superior Proposal, and the Offeror has so amended the terms of the Offer; or (iii) the written request of the Offeror. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such news release and the Company shall incorporate all reasonable comments made by the Offeror and its counsel. (e) 6.3.4 Nothing in this Agreement shall prevent the Seller Board from responding through a directors' circular or otherwise as required by applicable Laws Law, and in accordance with its fiduciary duties, to an Acquisition Proposal that it determines is not a Superior Proposal, including calling a meeting of Shareholders in response to a valid requisition thereof in compliance with Section 167(2) of the BCBCA. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printing, publication or announcement and the Company shall give due consideration to all reasonable comments made by the Offeror and its counsel. (f) 6.3.5 Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 6.3(b)6.3.2, provided that the Match Period in respect of such new Acquisition Proposal shall extend only until the later of the end of the initial 10 Business Day Match Period and five Business Days after the date the Superior Proposal Notice was received by the Buyer in respect of such new Acquisition Proposal.

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section 6.1(a7.1(a) or any other provision of this Agreement, if at any time following the receipt by date of this Agreement and prior to the Meeting the Company of receives a bona fide written Acquisition Proposal made after the date hereof (that was not solicited, assisted, initiated, encouraged or facilitated in contravention of Section 6.1(a7.1(a)), the Company and its Representatives may: (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and (ii) if the Board determines, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of such Acquisition Proposal that provides for a due diligence investigation) and that the failure to take the relevant action would be inconsistent with its fiduciary duties: (A) furnish information with respect to the Company and the Company Subsidiary Subsidiaries to the person making such Acquisition Proposal and its Representatives and allow such person access to the Company's facilities and properties but only if such person has entered into a confidentiality and standstill agreement that contains provisions that are not less favourable reasonably acceptable to the Company than those contained in the Confidentiality Agreements (except that it shall permit the disclosure to the Offeror required by this Article 6), Acquiror; provided that the Company sends a copy of such confidentiality and standstill agreement to the Offeror Acquiror promptly following its execution and the Offeror Acquiror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) Acquiror), the information provided to such person; and (B) engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives, provided that all such access discussions and discussions negotiations shall cease during the Match Period. (b) Notwithstanding Section 6.1(a7.1(a) or any other provision of this Agreement, the Company may at any time prior to the Meeting (x) enter into an a definitive agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A)) with respect to an Acquisition Proposal that is a Superior Proposal and/or (y) withdraw, modify or qualify its approval or recommendation of the Offer Arrangement and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (i) the Company shall have complied with its obligations under this Article 67; (ii) the Board has determined, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties; (iii) the Company has delivered written notice to the Offeror Acquiror (A) of the determination of the Board that the Acquisition Proposal is a Superior Proposal, Proposal and (B) of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the "“Superior Proposal Notice"”); (iv) at least five Business Days (the “Match Period”) have elapsed since the date the Superior Proposal Notice was received by the Offeror, which five-Business Day period is referred to as the "Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Offeror)Acquiror; (v) if the Offeror Acquiror has offered to amend the terms of the Offer Arrangement and this Agreement during the Match Period pursuant to Section 6.3(c7.3(c), such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Offer Arrangement and this Agreement offered by the Offeror Acquiror at the termination of the Match Period; and (vi) the Company terminates this Agreement pursuant to Section 8.1(h)(iii9.2(i) and the Company has previously paid or, concurrently with terminationtermination pays, pays the Termination Payment to the OfferorAcquiror. (c) During the Match Period, the Offeror Acquiror shall have the opportunity, but not the obligation, to offer to amend the terms of the Offer Arrangement and this Agreement and the Company shall cooperate with the Offeror Acquiror with respect thereto, including negotiating in good faith with the Offeror Acquiror to enable the Offeror Acquiror to make such amendments to the Offer Arrangement and this Agreement as the Offeror Acquiror deems appropriate as would enable the Offeror Acquiror to proceed with the Offer Arrangement on such adjusted provisions. The Board shall review any such offer by the Offeror Acquiror to amend the terms of the Offer Arrangement and this Agreement in order to determine, in the good faith in the exercise of its fiduciary duties, whether the OfferorAcquiror's offer to amend the Offer Arrangement and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the OfferorProposal. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror Company shall amend the Offer Arrangement and the Company and the Offeror Acquiror shall enter into an amendment to this Agreement reflecting the offer by the Offeror Acquiror to amend the terms of the Offer Arrangement and this Agreement. (d) The Board shall promptly reaffirm its recommendation of the Offer Arrangement by news press release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made, ; (ii) the Board determines that a proposed an amendment to the terms of the Offer Arrangement and this Agreement offered by the Acquiror would result in the Acquisition Proposal not being a Superior Proposal, and the Offeror Company has so amended the terms of the OfferArrangement; or (iii) the written request of the OfferorAcquiror. The Offeror and its legal advisor Acquiror shall be given a reasonable opportunity to review and comment on the form and content of any such news press release and the Company shall incorporate all reasonable consider in good faith any comments made by the Offeror and its counselAcquiror. (e) Nothing in this Agreement shall prevent the Board from responding through a directors' circular or otherwise as required by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal, including calling a meeting of Shareholders in response to a valid requisition thereof in compliance with Section 167(2) of the BCBCA. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printing, publication or announcement and the Company shall give due consideration to all reasonable comments made by the Offeror and its counsel. (f) Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 6.3(b7.3(b) (other than an amendment to improve upon a Superior Proposal in respect of which the other party has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal prior to the proposed amendment).

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section 6.1(a) or any other provision of this Agreement8(a), following the receipt by the Company Fission of a bona fide written Acquisition Proposal made after the date hereof of this letter agreement (that was not solicited, assisted, initiated, encouraged or facilitated in contravention of Section 6.1(a8(a)), the Company Fission and its Representatives may: (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, is a Superior Proposal or is could reasonably likely be expected to lead to, to a Superior Proposal; and (ii) if the Fission Board determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of such Acquisition or could reasonably be expected to lead to a Superior Proposal that provides for a due diligence investigation) and that the failure to take the relevant action would be inconsistent with its fiduciary duties, for one period of ten consecutive Business Days only: (A) A. furnish information with respect to the Company and the Company Subsidiary Fission to the person making such Acquisition Proposal and its Representatives and allow such person and its Representatives access to the Company's Fission’s facilities and properties but only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Company Fission than those contained in the Confidentiality Agreements Agreement (except that it shall permit the disclosure to the Offeror Xxxxxxx required by Section 9 and this Article 6Section 10), provided that the Company Fission sends a copy of such confidentiality agreement to the Offeror Xxxxxxx promptly following its execution and the Offeror Xxxxxxx is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) Xxxxxxx), the information provided to such person; and (B) B. engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives, provided that all such access and discussions shall should cease during the Match PeriodPeriod (as defined below); provided that, for greater certainty, the limitation to one period of ten consecutive Business Days in clause 10(a)(ii), shall not apply to a person who makes a new or amended Acquisition Proposal described in the first four lines of clause (a) following a determination that the person’s initial (or previous) Acquisition Proposal ceased to be a Superior Proposal as a result of the amendment of the Transaction as contemplated in clause (c). (b) Notwithstanding Section 6.1(a) or any other provision of this Agreement8(a), the Company Fission may (x) enter into an agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A)10(a)(ii)A) with respect to an Acquisition Proposal that is a Superior Proposal and/or (y) withdraw, modify or qualify its approval or recommendation of the Offer Transaction and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (i) the Company Fission shall have complied with its obligations under Sections 8 and 9 and this Article 6Section 10; (ii) the Fission Board has has, determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal (disregarding, for the purpose of such determination, any terms of such Acquisition Proposal that provides for a due diligence investigation) is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties; (iii) the Company Fission has delivered written notice to the Offeror Xxxxxxx (A) of the determination of the Fission Board that the Acquisition Proposal is a Superior Proposal, and (B) of the intention of the Fission Board to approve or recommend such Superior Proposal and/or of the Company Fission to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal Fission after consultation with its financial advisors (the "“Superior Proposal Notice"”); (iv) at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the OfferorXxxxxxx, which five-Business Day period is referred to as the "“Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Offeror)”; (v) if the Offeror Xxxxxxx has offered to amend the terms of the Offer Transaction and this Agreement letter agreement during the Match Period pursuant to Section 6.3(c), as set out below and such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Offer Transaction and this Agreement letter agreement offered by the Offeror Xxxxxxx at the termination of the Match Period; and (vi) the Company Fission terminates this Agreement letter agreement pursuant to Section 8.1(h)(iii11(f)(iii) and the Company Fission has previously paid or, concurrently with termination, pays the Termination Payment to the OfferorXxxxxxx. (c) During the Match Period, the Offeror Xxxxxxx shall have the opportunity, but not the obligation, to offer to amend the terms of the Offer Transaction and this Agreement letter agreement and the Company Fission shall cooperate with the Offeror Xxxxxxx with respect thereto, including negotiating in good faith with the Offeror Xxxxxxx to enable the Offeror Xxxxxxx to make such amendments to the Offer Transaction and this Agreement letter agreement as the Offeror Xxxxxxx deems appropriate as would enable the Offeror Xxxxxxx to proceed with the Offer Transaction on such adjusted provisions. The Fission Board shall review any such offer by the Offeror Xxxxxxx to amend the terms of the Offer Transaction and this Agreement letter agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Offeror's Xxxxxxx’x offer to amend the Offer Transaction and this Agreementletter agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Offer Transaction and this Agreement letter agreement offered by the OfferorXxxxxxx. If the Fission Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror Xxxxxxx shall amend the Offer Transaction and the Company Fission and the Offeror Xxxxxxx shall enter into an amendment to this Agreement letter agreement, or shall enter into an Acquisition Agreement, reflecting the offer by the Offeror Xxxxxxx to amend the terms of the Offer Transaction and this Agreementletter agreement. (d) The Fission Board shall promptly reaffirm its recommendation of the Offer Transaction by news release promptly after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made, (ii) the Fission Board determines that a proposed amendment to the terms of the Offer Transaction and this Agreement letter agreement would result in the Acquisition Proposal not being a Superior Proposal, Proposal and the Offeror Xxxxxxx has so amended the terms of the OfferTransaction; or (iii) the written request of Xxxxxxx given on or within five Business Days ending the OfferorBusiness Day before a meeting of Fission Shareholders called to consider approving the Transaction (if the Transaction is structured as a plan of arrangement) or the expiry date of the bid ( if the Transaction is structured as a take-over bid). The Offeror Xxxxxxx and its legal advisor advisors shall be given a reasonable opportunity to review and comment on the form and content of any such news release and the Company Fission shall incorporate all reasonable comments made by the Offeror Xxxxxxx and its counsellegal advisors. (e) Nothing in this Agreement letter agreement shall prevent the Fission Board from responding through a directors' ’ circular or otherwise as required by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal, including Proposal or from calling a meeting of Fission Shareholders in response to a valid requisition thereof in compliance with Section 167(2) of the BCBCAa shareholders’ meeting from a Fission Shareholder. The Offeror Xxxxxxx and its legal advisor advisors shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printing, publication or announcement and the Company Fission shall give due consideration to incorporate all reasonable comments made by the Offeror Xxxxxxx and its counsellegal advisors. (f) Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 6.3(b10(b).

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section 6.1(a) or any other provision of this Agreement, following the receipt by the Company of a bona fide written Acquisition Proposal made after the date hereof (that was not solicited, assisted, initiated, encouraged or facilitated in contravention of Section 1 of the Letter of Intent or, after the date hereof, in contravention of Section 6.1(a)), the Company and its Representatives may: (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and (ii) if the Board determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of such Acquisition Proposal that provides for a due diligence investigation) and that the failure to take the relevant action would be inconsistent with its fiduciary duties: (A) furnish information with respect to the Company and the Company Subsidiary Subsidiaries to the person making such Acquisition Proposal and its Representatives and allow such person access to the Company's ’s facilities and properties but only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Company than those contained in the Confidentiality Agreements Agreement (except that it shall permit the disclosure to the Offeror required by this Article 6), provided that the Company sends a copy of such confidentiality agreement to the Offeror promptly following its execution and the Offeror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) the information provided to such person; and (B) engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives, provided that all such access and discussions shall cease during the Match Period. (b) Notwithstanding Section 6.1(a) or any other provision of this Agreement, the Company may (x) enter into an agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A)) with respect to an Acquisition Proposal that is a Superior Proposal and/or (y) withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (i) the Company shall have complied with its obligations under this Article 6; (ii) the Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties; (iii) the Company has delivered written notice to the Offeror (A) of the determination of the Board that the Acquisition Proposal is a Superior Proposal, (B) of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the "“Superior Proposal Notice"”); (iv) at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Offeror, which five-Business Day period is referred to as the "“Match Period" ” (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Offeror); (v) if the Offeror has offered to amend the terms of the Offer and this Agreement during the Match Period pursuant to Section 6.3(c), such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the Offeror at the termination of the Match Period; and (vi) the Company terminates this Agreement pursuant to Section 8.1(h)(iii) and the Company has previously paid or, concurrently with termination, pays the Termination Payment to the Offeror. (c) During the Match Period, the Offeror shall have the opportunity, but not the obligation, to offer to amend the terms of the Offer and this Agreement and the Company shall cooperate with the Offeror with respect thereto, including negotiating in good faith with the Offeror to enable the Offeror to make such amendments to the Offer and this Agreement as the Offeror deems appropriate as would enable the Offeror to proceed with the Offer on such adjusted provisions. The Board shall review any such offer by the Offeror to amend the terms of the Offer and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Offeror's ’s offer to amend the Offer and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the Offeror. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror shall amend the Offer and the Company and the Offeror shall enter into an amendment to this Agreement reflecting the offer by the Offeror to amend the terms of the Offer and this Agreement. (d) The Board shall promptly reaffirm its recommendation of the Offer by news press release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made, (ii) the Board determines that a proposed amendment to the terms of the Offer and this Agreement would result in the Acquisition Proposal not being a Superior Proposal, and the Offeror has so amended the terms of the Offer; or (iii) the written request of the Offeror. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such news press release and the Company shall incorporate all reasonable comments made by the Offeror and its counsel. (e) Nothing in this Agreement shall prevent the Board from responding through a directors' ’ circular or otherwise as required by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal, including calling a meeting of Shareholders in response to a valid requisition thereof in compliance with Section 167(2) of the BCBCABCBA. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printing, publication or announcement and the Company shall give due consideration to all reasonable comments made by the Offeror and its counsel. (f) Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 6.3(b).

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section 6.1(a6.1 (a) or any other provision of this Agreement, following the receipt by the Company of a bona fide written Acquisition Proposal made after the date hereof (that was not solicited, assisted, initiated, encouraged or facilitated solicited after the date hereof in contravention of Section 6.1(a6.1 (a))) of this Agreement or Section 2.1(f) of any Lock-Up Agreement, the Company and its Representatives may: (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, to a Superior Proposal; and (ii) if the Board determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of notwithstanding that such Acquisition Proposal that provides for may be subject to a due diligence investigationcondition and/or a financing condition at such time) and that the failure to take the relevant action would be inconsistent with a breach of its fiduciary duties: (A) furnish information with respect to the Company and the Company Subsidiary Subsidiaries to the person making such Acquisition Proposal and its Representatives and allow such person access to the Company's facilities and properties but only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Company than those contained in the Confidentiality Agreements (except Agreement and which also includes a standstill covenant that it shall permit prohibits such person, for a period of at least 12 months, from acquiring, or offering to acquire, any Company Shares without the disclosure to consent of the Offeror required by this Article 6)Company, provided that the Company sends a copy of such confidentiality agreement to the Offeror promptly following its execution and the Offeror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) the information provided to such person; and (B) engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives, provided that all such access and discussions shall cease during the Match Period. (b) Notwithstanding Section 6.1(a6.1 (a) or any other provision of this Agreement, the Company may (xi) enter into an agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A)) with respect to an Acquisition Proposal that is a Superior Proposal and/or (yii) withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (i) the Company shall have complied with its obligations under this Article 6; (ii) the Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with a breach of its fiduciary duties; (iii) the Company has delivered written notice to the Offeror (A) of the determination of the Board that the Acquisition Proposal is a Superior Proposal, (B) Proposal and of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, Company and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the "“Superior Proposal Notice"”); (iv) at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Offeror, which five-five Business Day period is referred to as the "“Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Offeror)”; (v) if the Offeror has offered to amend the terms of the Offer and this Agreement during the Match Period pursuant to Section 6.3(c), such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the Offeror at the termination of the Match Period; and (vi) the Company terminates this Agreement pursuant to Section 8.1(h)(iii9. l(j) and the Company has previously paid or, concurrently with termination, pays the Termination Payment to the Offeror. (c) During the Match Period, the Offeror shall have the opportunity, but not the obligation, to offer to amend the terms of the Offer and this Agreement and the Company shall cooperate with the Offeror with respect thereto, including negotiating in good faith with the Offeror to enable the Offeror to make such amendments to the Offer and this Agreement as the Offeror deems appropriate as would enable the Offeror to proceed with the Offer on such adjusted provisionsAgreement. The Board shall review any such offer by the Offeror to amend the terms of the Offer and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Offeror's ’s offer to amend the Offer and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the Offeror. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror shall amend the Offer and the Company and the Offeror shall enter into an amendment to this Agreement reflecting the offer by the Offeror to amend the terms of the Offer and this Agreement. (d) The Board shall promptly reaffirm its recommendation of the Offer by news press release after: (ix) any Acquisition Proposal (which is determined by the Board not to be a Superior Proposal) is publicly announced or made, ; or (iiy) the Board determines that a proposed amendment to the terms of the Offer and this Agreement would result in the Acquisition Proposal not being a Superior Proposal, and the Offeror has so amended the terms of the Offer; or (iii) the written request of the Offeror. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such news release and the Company shall incorporate all reasonable press release, recognizing that whether or not such comments made are appropriate will be determined by the Offeror and its counselCompany, acting reasonably. (e) Nothing in this Agreement shall prevent the Board from responding through a directors' ’ circular or otherwise making any public disclosure as required by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, including calling a meeting of Shareholders nothing in response to a valid requisition thereof this Agreement shall prevent the Board from making any public disclosure if, in compliance with Section 167(2) the good faith judgment of the BCBCA. The Offeror and Board, after consultation with its legal advisor shall be given advisors, such disclosure is necessary for the Board to act in a reasonable opportunity to review and comment on the form and content of any such response prior to manner consistent with its printing, publication or announcement and the Company shall give due consideration to all reasonable comments made by the Offeror and its counselfiduciary duties. (f) Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 6.3(b).

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section 6.1(a) or any other provision of this Agreement6.1(a)(ii), following if after the receipt by date hereof, the Company of receives a request for non-public information relating to the Company, any Company Subsidiary, Mineral Right or Property from a person who, on an unsolicited basis, has delivered to the Company a bona fide written Acquisition Proposal made and the Board of Directors determines, in good faith (after receiving financial and legal advice) that (x) such Acquisition Proposal constitutes, or would be reasonably likely, if consummated in accordance with its terms, to constitute a Superior Proposal, and (y) the date hereof (that was not solicited, assisted, initiated, encouraged or facilitated failure to act in contravention of Section 6.1(a)), the Company and its Representatives may: manner provided for in (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and (ii) if the Board determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of such Acquisition Proposal that provides for a due diligence investigation) and that the failure to take the relevant action below would be inconsistent with its fiduciary duties, then, and only in such case, the Company may: (i) provide such person with access to information regarding the Company for a period of no more than seven calendar days (the “Diligence Period”); and/or (ii) engage in discussions or negotiations with or respond to enquiries from such person in response to such Acquisition Proposal; subject, in each case, to the following requirements: (iii) the Company shall have first received from such person an executed confidentiality agreement (the “Third Party Confidentiality Agreement”) substantially in the form and on the terms of the Confidentiality Agreement, provided that the Third Party Confidentiality Agreement shall: (A) furnish information not include an exclusive right for such person to negotiate with respect the Company; (B) not prohibit the Company from providing to the Company Offeror, the Offeror Affiliates and their Representatives the Company Subsidiary information required by Section 6.2; and (C) include a standstill covenant that (I) has a duration of at least 12 months, and (II) shall only be lifted for the purpose of allowing such person to confidentially propose to the person making such Board of Directors an Acquisition Proposal meeting the criteria set out in paragraphs (a), (b), (c), (e) and its Representatives and allow such person access to (f) of the Company's facilities and properties but only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Company than those contained in the Confidentiality Agreements definition of Superior Proposal; (except that it shall permit the disclosure to iv) the Offeror required by this Article 6), provided that the Company sends a shall have received an executed copy of such confidentiality agreement to the Offeror promptly following its execution Third Party Confidentiality Agreement and the Offeror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) ), the information to be provided to such person; and (Bv) engage in discussions and negotiations at the end of the third Business Day following the expiry of the Diligence Period, unless such person has made a Superior Proposal, the Company shall comply with the person making Section 6.1(b) with respect to such Acquisition Proposal and its Representatives, provided that all such access and discussions shall cease during the Match Periodperson. (b) Notwithstanding Section 6.1(aSections 6.1(a)(iii), (iv) or any other provision of this Agreementand (v), the Company may (x) enter into an any agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A6.3(a)) with respect relating to an Acquisition Proposal that is a Superior Proposal Proposal, and/or (y) withdraw, modify or qualify its approval qualify, or recommendation of propose publicly to withdraw, modify or qualify, in any manner adverse to the Offer Offeror, the Board Approval and recommend or approve an Acquisition Proposal that is a Superior Proposal, providedprovided in each case that: (i) the Company shall have complied with its obligations under this Article 6Acquisition Proposal constitutes a Superior Proposal; (ii) the Board Company has determined, after consultation complied with each of its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary dutiesobligations contained in this Article 6; (iii) the Company has delivered written notice provided to the Offeror (A) of the determination of the Board that the Acquisition Proposal is a Superior Proposal, (B) of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company to enter into an agreement Notice with respect to such Superior Acquisition Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the "Superior Proposal Notice"); (iv) at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Offeror, which five-Business Day period is referred Right to as the "Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Offeror)has elapsed; (v) if the Offeror has offered proposed to amend the terms of the Offer and this Agreement during the Match Period pursuant to in accordance with Section 6.3(c), such the Board of Directors shall have determined, in good faith, after receiving financial and legal advice, that the Acquisition Proposal continues to be a Superior Proposal compared to the proposed amendment to the terms and conditions of this Agreement and the Offer and this Agreement offered by the Offeror at the termination of the Match Period; andOfferor; (vi) the Company concurrently terminates this Agreement pursuant to Section 8.1(h)(iii9.1(b)(iv); and (vii) and the Company has previously previously, or concurrently will have, paid or, concurrently with termination, pays to the Offeror the Termination Payment to the OfferorPayment. (c) During The Company acknowledges and agrees that, during the Right to Match PeriodPeriod or such longer period as the Company may approve for such purpose, the Offeror shall have the opportunity, but not the obligation, to offer propose to amend the terms of the Offer and this Agreement and the Company shall cooperate co-operate with the Offeror with respect thereto, including negotiating in good faith with the Offeror to enable the Offeror to make such amendments adjustments to the terms and conditions of the Offer and this Agreement as the Offeror deems appropriate and as would enable the Offeror to proceed with the Offer and any other Contemplated Transaction on such adjusted provisionsterms and conditions and as would result in the Acquisition Proposal ceasing to be a Superior Proposal. The Board of Directors shall review any such offer proposal by the Offeror to amend the terms and conditions of the Offer and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Offeror's offer such proposal to amend the Offer and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the proposed amendment to the terms and conditions of the Offer and this Agreement offered by the OfferorAgreement. If the Board of Directors determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror shall amend the Offer and the Company and the Offeror shall enter into an amendment to this Agreement reflecting the offer proposal by the Offeror to amend the terms and conditions of the Offer and this AgreementAgreement and the Company shall comply with Section 6.1(b) with respect to the person making such Acquisition Proposal. (d) The Board of Directors shall promptly reaffirm its recommendation of the Offer by news press release after: (i) any Acquisition Proposal (which is determined the Board of Directors determines not to be a Superior Proposal) Proposal is publicly announced or made, ; or (ii) the Board of Directors determines that a proposed amendment to the terms and conditions of the Offer and this Agreement would result in the Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and the Offeror has so amended the terms of the Offer; or (iii) the written request of the Offeror. The Offeror and its legal advisor counsel shall be given a reasonable opportunity to review and comment on the form and content of any such news release and the Company shall incorporate all reasonable press release, recognizing that whether or not such comments made are appropriate will be determined by the Offeror and its counselCompany, acting reasonably. Such press release shall state that the Board of Directors has determined that the Acquisition Proposal is not a Superior Proposal. (e) Nothing in this Agreement shall prevent the Board of Directors from responding through a directors' ’ circular or otherwise as required by applicable Applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, including calling a meeting of Shareholders in response to a valid requisition thereof in compliance with Section 167(2) of the BCBCA. The Offeror and its legal advisor counsel shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printingdirectors’ circular, publication recognizing that whether or announcement and the Company shall give due consideration to all reasonable not such comments made are appropriate will be determined by the Offeror and its counselCompany, acting reasonably. (f) Each The Company acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 6.3(b)6.3, all of the provisions of which shall apply again to such new Acquisition Proposal.

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section 6.1(a) or any other provision of this Agreement6.1(a)(ii), following if after the receipt by date hereof, the Company of receives a request for non-public information relating to the Company, any Company Subsidiary, Mineral Right or Property from a person who, on an unsolicited basis, has delivered to the Company a bona fide written Acquisition Proposal made and the Board of Directors determines, in good faith (after receiving financial and legal advice) that (x) such Acquisition Proposal constitutes, or would be reasonably likely, if consummated in accordance with its terms, to constitute a Superior Proposal, and (y) the date hereof (that was not solicited, assisted, initiated, encouraged or facilitated failure to act in contravention of Section 6.1(a)), the Company and its Representatives may: manner provided for in (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and (ii) if the Board determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of such Acquisition Proposal that provides for a due diligence investigation) and that the failure to take the relevant action below would be inconsistent with its fiduciary duties, then, and only in such case, the Company may: (i) provide such person with access to information regarding the Company for a period of no more than seven calendar days (the "Diligence Period"); and/or (ii) engage in discussions or negotiations with or respond to enquiries from such person in response to such Acquisition Proposal; subject, in each case, to the following requirements: (iii) the Company shall have first received from such person an executed confidentiality agreement (the "Third Party Confidentiality Agreement") substantially in the form and on the terms of the Confidentiality Agreement, provided that the Third Party Confidentiality Agreement shall: (A) furnish information not include an exclusive right for such person to negotiate with respect the Company; (B) not prohibit the Company from providing to the Company Offeror, the Offeror Affiliates and their Representatives the Company Subsidiary information required by Section 6.2; and (C) include a standstill covenant that (I) has a duration of at least 12 months, and (II) shall only be lifted for the purpose of allowing such person to confidentially propose to the person making such Board of Directors an Acquisition Proposal meeting the criteria set out in paragraphs (a), (b), (c), (e) and its Representatives and allow such person access to (f) of the Company's facilities and properties but only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Company than those contained in the Confidentiality Agreements definition of Superior Proposal; (except that it shall permit the disclosure to iv) the Offeror required by this Article 6), provided that the Company sends a shall have received an executed copy of such confidentiality agreement to the Offeror promptly following its execution Third Party Confidentiality Agreement and the Offeror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) ), the information to be provided to such person; and (Bv) engage in discussions and negotiations at the end of the third Business Day following the expiry of the Diligence Period, unless such person has made a Superior Proposal, the Company shall comply with the person making Section 6.1(b) with respect to such Acquisition Proposal and its Representatives, provided that all such access and discussions shall cease during the Match Periodperson. (b) Notwithstanding Section 6.1(aSections 6.1(a)(iii), (iv) or any other provision of this Agreementand (v), the Company may (x) enter into an any agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A6.3(a)) with respect relating to an Acquisition Proposal that is a Superior Proposal Proposal, and/or (y) withdraw, modify or qualify its approval qualify, or recommendation of propose publicly to withdraw, modify or qualify, in any manner adverse to the Offer Offeror, the Board Approval and recommend or approve an Acquisition Proposal that is a Superior Proposal, providedprovided in each case that: (i) the Company shall have complied with its obligations under this Article 6Acquisition Proposal constitutes a Superior Proposal; (ii) the Board Company has determined, after consultation complied with each of its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary dutiesobligations contained in this Article 6; (iii) the Company has delivered written notice provided to the Offeror (A) of the determination of the Board that the Acquisition Proposal is a Superior Proposal, (B) of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company to enter into an agreement Notice with respect to such Superior Acquisition Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the "Superior Proposal Notice"); (iv) at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Offeror, which five-Business Day period is referred Right to as the "Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Offeror)has elapsed; (v) if the Offeror has offered proposed to amend the terms of the Offer and this Agreement during the Match Period pursuant to in accordance with Section 6.3(c), such the Board of Directors shall have determined, in good faith, after receiving financial and legal advice, that the Acquisition Proposal continues to be a Superior Proposal compared to the proposed amendment to the terms and conditions of this Agreement and the Offer and this Agreement offered by the Offeror at the termination of the Match Period; andOfferor; (vi) the Company concurrently terminates this Agreement pursuant to Section 8.1(h)(iii9.1(b)(iv); and (vii) and the Company has previously previously, or concurrently will have, paid or, concurrently with termination, pays to the Offeror the Termination Payment to the OfferorPayment. (c) During The Company acknowledges and agrees that, during the Right to Match PeriodPeriod or such longer period as the Company may approve for such purpose, the Offeror shall have the opportunity, but not the obligation, to offer propose to amend the terms of the Offer and this Agreement and the Company shall cooperate co-operate with the Offeror with respect thereto, including negotiating in good faith with the Offeror to enable the Offeror to make such amendments adjustments to the terms and conditions of the Offer and this Agreement as the Offeror deems appropriate and as would enable the Offeror to proceed with the Offer and any other Contemplated Transaction on such adjusted provisionsterms and conditions and as would result in the Acquisition Proposal ceasing to be a Superior Proposal. The Board of Directors shall review any such offer proposal by the Offeror to amend the terms and conditions of the Offer and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Offeror's offer such proposal to amend the Offer and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the proposed amendment to the terms and conditions of the Offer and this Agreement offered by the OfferorAgreement. If the Board of Directors determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror shall amend the Offer and the Company and the Offeror shall enter into an amendment to this Agreement reflecting the offer proposal by the Offeror to amend the terms and conditions of the Offer and this AgreementAgreement and the Company shall comply with Section 6.1(b) with respect to the person making such Acquisition Proposal. (d) The Board of Directors shall promptly reaffirm its recommendation of the Offer by news press release after: (i) any Acquisition Proposal (which is determined the Board of Directors determines not to be a Superior Proposal) Proposal is publicly announced or made, ; or (ii) the Board of Directors determines that a proposed amendment to the terms and conditions of the Offer and this Agreement would result in the Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and the Offeror has so amended the terms of the Offer; or (iii) the written request of the Offeror. The Offeror and its legal advisor counsel shall be given a reasonable opportunity to review and comment on the form and content of any such news release and the Company shall incorporate all reasonable press release, recognizing that whether or not such comments made are appropriate will be determined by the Offeror and its counselCompany, acting reasonably. Such press release shall state that the Board of Directors has determined that the Acquisition Proposal is not a Superior Proposal. (e) Nothing in this Agreement shall prevent the Board of Directors from responding through a directors' circular or otherwise as required by applicable Applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, including calling a meeting of Shareholders in response to a valid requisition thereof in compliance with Section 167(2) of the BCBCA. The Offeror and its legal advisor counsel shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printingdirectors' circular, publication recognizing that whether or announcement and the Company shall give due consideration to all reasonable not such comments made are appropriate will be determined by the Offeror and its counselCompany, acting reasonably. (f) Each The Company acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 6.3(b)6.3, all of the provisions of which shall apply again to such new Acquisition Proposal.

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section 6.1(a) or any other provision of this Agreement, following the receipt by the Company of a bona fide written Acquisition Proposal made after the date hereof (that was not solicited, assisted, initiated, encouraged or facilitated in contravention of Section 6.1(a)), the Company and its Representatives may: (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and (ii) if the Board determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of such Acquisition Proposal that provides for a due diligence investigation) and that the failure to take the relevant action would be inconsistent with its fiduciary duties: (A) furnish information with respect to the Company and the Company Subsidiary to the person making such Acquisition Proposal and its Representatives and allow such person and its Representatives access to the Company's ’s facilities and properties but only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Company than those contained in the Confidentiality Agreements Agreement (except that it shall permit the disclosure to the Offeror required by this Article 6), provided that the Company sends a copy of such confidentiality agreement to the Offeror promptly following its execution and the Offeror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) the information provided to such person; and (B) engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives, provided that all such access and discussions shall should cease during the Match Period. (b) Notwithstanding Section 6.1(a) or any other provision of this Agreement, the Company may (x) enter into an agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A)) with respect to an Acquisition Proposal that is a Superior Proposal and/or (y) withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (i) the Company shall have complied with its obligations under this Article 6; (ii) the Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal (disregarding, for the purpose of such determination, any terms of such Acquisition Proposal that provides for a due diligence investigation) is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties; (iii) the Company has delivered written notice to the Offeror (A) of the determination of the Board that the Acquisition Proposal is a Superior Proposal, (B) of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, Company and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the "“Superior Proposal Notice"”); (iv) at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Offeror, which five-Business Day period is referred to as the "“Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Offeror)”; (v) if the Offeror has offered to amend the terms of the Offer and this Agreement during the Match Period pursuant to Section 6.3(c), such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the Offeror at the termination of the Match Period; and (vi) the Company terminates this Agreement pursuant to Section 8.1(h)(iii) and the Company has previously paid or, concurrently with termination, pays the Termination Payment to the Offeror. (c) During the Match Period, the Offeror shall have the opportunity, but not the obligation, to offer to amend the terms of the Offer and this Agreement and the Company shall cooperate with the Offeror with respect thereto, including negotiating in good faith with the Offeror to enable the Offeror to make such amendments to the Offer and this Agreement as the Offeror deems appropriate as would enable the Offeror to proceed with the Offer on such adjusted provisions. The Board shall review any such offer by the Offeror to amend the terms of the Offer and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Offeror's ’s offer to amend the Offer and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the Offeror. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror shall amend the Offer and the Company and the Offeror shall enter into an amendment to this Agreement reflecting the offer by the Offeror to amend the terms of the Offer and this Agreement. (d) The Board shall promptly reaffirm its recommendation of the Offer by news press release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made, (ii) the Board determines that a proposed amendment to the terms of the Offer and this Agreement would result in the Acquisition Proposal not being a Superior Proposal, and the Offeror has so amended the terms of the Offer; or (iii) the written request of the Offeror. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such news press release and the Company shall incorporate all reasonable comments made by the Offeror and its counsel. (e) Nothing in this Agreement shall prevent the Board from responding through a directors' ’ circular or otherwise as required by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal, including Proposal or from calling a meeting of Shareholders shareholders in response to a valid requisition thereof in compliance with Section 167(2) of a shareholders’ meeting from a shareholder of the BCBCACompany. The Offeror and its legal advisor advisors shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printing, publication or announcement and the Company shall give due consideration to incorporate all reasonable comments made by the Offeror and or its counsel. (f) Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 6.3(b).

Responding to Acquisition Proposals and Superior Proposals. (a) Notwithstanding Section Sections 6.1(a) or any other provision and 6.1(b), if after the date hereof and prior to obtaining the approval of the Arrangement Resolution from the requisite Shareholders at the Meeting, provided that the Company is then in compliance with its obligations under this Agreement, following the receipt by the Company of receives a bona fide written Acquisition Proposal made that provides for consideration per Common Share that is greater than the Consideration and that was not solicited after the date hereof (that was not solicitedhereof, assistedthe Board shall be permitted to engage in discussions or negotiations, initiated, encouraged or facilitated in contravention of Section 6.1(a)), and provide information with respect to the Company and its Representatives maySubsidiaries to the Person making such Acquisition Proposal for the purpose of explaining or supplementing the Company’s due diligence materials, if and only to the extent that: (i) contact the person making such Acquisition Proposal and its Representatives solely for Company has provided the purpose of clarifying Acquiror with the terms and conditions notice required by Section 6.2 in respect of such Acquisition Proposal and the likelihood with at least 48 hours prior written notice of its consummation so as decision to determine whether engage in any such Acquisition Proposal is, discussions or is reasonably likely negotiations or to lead to, a Superior Proposal; andprovide any such information; (ii) if the Board determinesdetermines in good faith, after consultation with its outside legal and financial advisors, that such Acquisition Proposal isconstitutes, or is reasonably likely to lead to, a Superior Proposal (disregarding for the purposes of such determination under this clause 6.3(a)(ii) only, any term of such Acquisition Proposal that provides for a due diligence investigation) and that the failure to take the relevant such action would be inconsistent with its fiduciary duties:duties under Applicable Laws; (Aiii) furnish prior to providing any information with respect to or data, the Company Board receives from such Person an executed non-disclosure and the Company Subsidiary to the person making such Acquisition Proposal and its Representatives and allow such person access to the Company's facilities and properties but only if such person has entered into a confidentiality standstill agreement that contains provisions that are not less favourable favorable to the Company than those contained in the Confidentiality Agreements (except that it shall permit the disclosure Agreement and not more favorable to the Offeror required by this Article 6), provided that the Company sends a copy of such confidentiality agreement to the Offeror promptly following its execution and the Offeror is promptly provided with a list of, and access to (to the extent not previously provided to the Offeror) the information provided to such person; and (B) engage in discussions and negotiations with the person Person making such Acquisition Proposal and its Representatives, provided that all such access and discussions shall cease during than those which apply to the Match Period. (b) Notwithstanding Section 6.1(a) or any other provision of this Acquiror under the Confidentiality Agreement, and the Company may (x) enter into sends an executed copy of any such non-disclosure agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(ii)(A)) with respect to an Acquisition Proposal that is a Superior Proposal and/or (y) withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (i) the Company shall have complied with its obligations under this Article 6; (ii) the Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties; (iii) the Company has delivered written notice to the Offeror (A) of the determination of the Board that the Acquisition Proposal is a Superior Proposal, (B) of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, Acquiror promptly upon its execution and (C) providing a summary of the valuation analysis attributed by the Board in good faith prior to any non-cash consideration included in public information being provided to such Acquisition Proposal after consultation with its financial advisors (the "Superior Proposal Notice")Person; (iv) at least five Business Days have elapsed since prior to providing any information or data that has not been provided to the date the Superior Proposal Notice was received by the Offeror, which five-Business Day period is referred to as the "Match Period" (for greater certaintyParent, the Match Period shall expire at 5:00 p.m. (Toronto time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered Company provides such information to the Offeror)Parent; (v) if the Offeror has offered Acquiror is provided promptly with a list of any information provided to amend the terms of the Offer and this Agreement during the Match Period pursuant to Section 6.3(c), such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the Offeror at the termination of the Match PeriodPerson; and (vi) the Company terminates this Agreement pursuant access to Section 8.1(h)(iii) and the Company has previously paid or, concurrently with termination, pays the Termination Payment to the Offeror. (c) During the Match Period, the Offeror shall have the opportunity, but not the obligation, to offer to amend the terms of the Offer and this Agreement and the Company shall cooperate with the Offeror information with respect thereto, including negotiating in good faith with the Offeror to enable the Offeror to make such amendments to the Offer and this Agreement as the Offeror deems appropriate as would enable the Offeror to proceed with the Offer on such adjusted provisions. The Board shall review any such offer by the Offeror to amend the terms of the Offer and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Offeror's offer to amend the Offer and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Offer and this Agreement offered by the Offeror. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Offeror shall amend the Offer and the Company and the Offeror its Subsidiaries in respect of one or more Acquisition Proposals made by that Person or persons acting jointly or in concert with such Person shall enter into an amendment to this Agreement reflecting the offer by the Offeror to amend the terms not continue for a period in excess of the Offer and this Agreement. (d) The Board shall promptly reaffirm its recommendation of the Offer by news release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made, (ii) the Board determines that a proposed amendment to the terms of the Offer and this Agreement would result thirty days in the Acquisition Proposal not being a Superior Proposal, and the Offeror has so amended the terms of the Offer; or (iii) the written request of the Offeror. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such news release and the Company shall incorporate all reasonable comments made by the Offeror and its counselaggregate. (e) Nothing in this Agreement shall prevent the Board from responding through a directors' circular or otherwise as required by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal, including calling a meeting of Shareholders in response to a valid requisition thereof in compliance with Section 167(2) of the BCBCA. The Offeror and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printing, publication or announcement and the Company shall give due consideration to all reasonable comments made by the Offeror and its counsel. (f) Each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 6.3(b).