Common use of Right to Accept a Superior Proposal Clause in Contracts

Right to Accept a Superior Proposal. (a) If a Party has complied with Section 2 of this Schedule H with respect thereto, such Party (the “Terminating Party”) may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 3) received prior to the date of approval of the Arrangement by its shareholders and terminate this Agreement if, and only if: (i) the Terminating Party has provided to the other Party a copy of the Superior Proposal document; (ii) the Terminating Party has provided the other Party with the information regarding such Superior Proposal required under Section 2(c); (iii) the Board of Directors of the Terminating Party has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board of Directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal; and (iv) four business days shall have elapsed from the later of the date the other Party received written notice (a “Superior Proposal Notice”) advising them that the Terminating Party’s Board of Directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 3, and the date such Party received a copy of such Superior Proposal document. In the event that a Terminating Party provides the other Party with a Superior Proposal Notice on a date that is less than seven business days prior to its meeting of shareholders the Terminating Party shall, at the request of the other Party, adjourn such meeting to a date that is not less than five business days and not more than 15 days after the original date of the Meeting. If the circular has been sent to shareholders of the Terminating Party prior to the expiry of the four business day period set forth in this Section 3(c) and, during such period, any other Party requests in writing that the special meeting of the Terminating Party shareholders proceed, unless otherwise ordered by a court, the Terminating Party shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement to be voted on at such meeting.

Right to Accept a Superior Proposal. (a) If a Party has complied with Section 2 of this Schedule H I with respect thereto, such Party (the “Terminating Party”) may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 3) received prior to the date of approval of the applicable Arrangement or the Transaction, in the case of New Gold, by its shareholders and terminate this Agreement if, and only if: (i) the Terminating Party has provided to each of the other Party Parties with a copy of the Superior Proposal document; (ii) the Terminating Party has provided each of the other Party Parties with the information regarding such Superior Proposal required under Section 2(c); (iii) the Board of Directors of the Terminating Party has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board of Directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal; and (iv) in the event that the Terminating Party is either Metallica or Peak, four business days shall have elapsed from the later of the date the other Party Parties received written notice (a “Superior Proposal Notice”) advising them that the Terminating Party’s Board of Directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 3, and the date such Party Parties received a copy of such Superior Proposal document. In the event that a Terminating Party provides the other Party Parties with a Superior Proposal Notice on a date that is less than seven business days prior to its meeting of shareholders the Terminating Party shall, at the request of the other PartyParties, adjourn such meeting to a date that is not less than five business days and not more than 15 days after the original date of the MeetingSuperior Proposal Notice. If the circular has been sent to shareholders of the Terminating Party prior to the expiry of the four business day period set forth in this Section 3(c) and, during such period, any other Party requests in writing that the special meeting of the Terminating Party shareholders proceed, unless otherwise ordered by a court, the Terminating Party shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement Arrangements to be voted on at such meeting. For purposes of interpretation, references in this Section 3(a) to “the other Parties” shall, in the event that more than one Party receives a Superior Proposal, mean the Party that does not receive a Superior Proposal, and the provisions of this Section 3(a) shall apply mutatis mutandis.

Right to Accept a Superior Proposal. (a) If a Party Sterling has complied with Section 2 of this Schedule H with respect thereto, such Party (the “Terminating Party”) Sterling may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal prior to the approval of the Transaction by the Sterling Shareholders and terminate this Agreement if, and only if (other than with the exception of a confidentiality agreement, agreement the execution of which shall not be subject to the conditions of this Section 3) received prior to the date of approval of the Arrangement by its shareholders and terminate this Agreement if), and only if: (i) the Terminating Party Sterling has provided to the other Party Minco Silver with a copy of the Superior Proposal document; , (ii) the Terminating Party has provided the other Party with the information regarding such Superior Proposal required under Section 2(c); (iii) the Board of Directors of the Terminating Party has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board of Directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal; and (iv) four seven business days shall have elapsed from the later of (x) the date the other Party Minco Silver received written notice (a “Superior Proposal Section 3 Notice”) advising them Minco Silver that the Terminating PartySterling’s Board board of Directors directors has resolved resolved, subject only to compliance with this Section 3, to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal, specifying the terms and conditions of such Superior Proposal subject only to this Section 3and identifying the person making such Superior Proposal, and (y) the date such Party Minco Silver received a copy of such Superior Proposal, (iii) Sterling’s board of directors has determined in good faith (based upon the written opinion of its outside legal counsel) that it is necessary for the board of directors of Sterling to take such action in order to discharge properly its fiduciary duties and thereby withdrawing or modifying its approval or recommendation of this Agreement and approving or recommending such Superior Proposal, (iv) such Superior Proposal documentdoes not provide for the payment of any break, termination or other fees or expenses to the other party in the event that Sterling or any of its subsidiaries completes the transactions contemplated by this Agreement or any similar other transaction with Minco Silver or any of its affiliates agreed to prior to any termination of this Agreement, (v) taking into account any revised proposal made by Minco Silver since receipt of the Section 3 Notice, such Superior Proposal remains a Superior Proposal and the Sterling board of directors has again made the determinations referred to in this Section 3(a) and (vi) Sterling has previously or concurrently will have paid to Minco Silver the Termination Fee, if any, payable under Section 4 of this Schedule. In the event that a Terminating Party Sterling provides the other Party Minco Silver with a Superior Proposal Section 3 Notice on a date that is less than seven business days prior to its meeting of shareholders the Terminating Party shall, at the request date of the other Party, Sterling shareholders meeting to be convened to approve the Transaction (the “Sterling Meeting”) Sterling shall adjourn such meeting the Sterling Meeting (without notice on the Transaction or any related matters) to a date that is not less than five business days and not more than 15 10 business days after the original date of the Meeting. If the circular has been sent to shareholders of the Terminating Party prior to the expiry of the four business day period set forth in this Section 3(c) and, during such period, any other Party requests in writing that the special meeting of the Terminating Party shareholders proceed, unless otherwise ordered by a court, the Terminating Party shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement to be voted on at such meeting3 Notice.

Right to Accept a Superior Proposal. (a) If a Party has complied with Section 2 of this Schedule H 6.1, with respect thereto, such the Party (the “Terminating Party”) may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 36.2) received (the "Receiving Party") after the date hereof and prior to the date of approval of the Arrangement by its shareholders the Xxxx Shareholders, and the Receiving Party may terminate this Agreement if, and only if: (i1) the Terminating Receiving Party has provided to the other Party (the "Responding Party") with a copy of the Superior Proposal document; (ii2) the Terminating Receiving Party has provided the other Responding Party with the information regarding such Superior Proposal required under Section 2(c6.1(f); (iii3) the Board board of Directors directors of the Terminating Receiving Party has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board board of Directors directors of the Receiving Party to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal; and (iv5) four business days five Business Days shall have elapsed from the later of the date the other Responding Party received written notice (a “"Superior Proposal Notice”") advising them it that the Terminating Party’s Board board of Directors directors of the Receiving Party has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal including a copy of such agreement subject only to this Section 3, and the date such Party received a copy of such Superior Proposal document6.2. In the event that a Terminating the Receiving Party provides the other Responding Party with a Superior Proposal Notice on a date that is less than seven business days Business Days prior to its meeting of shareholders the Terminating Party shallXxxx Meeting or Excellon Meeting, at Xxxx and Excellon shall adjourn the request of the other PartyXxxx Meeting and Excellon Meeting, adjourn such meeting respectively, to a date that is not less than five business six days and not more than 15 days after the original date of the Meeting. If Superior Proposal Notice and the circular has been sent to shareholders Outside Date shall be postponed by a number of the Terminating Party prior days equal to the expiry number of the four business day period set forth in this Section 3(c) and, during days of such period, any other Party requests in writing that the special meeting of the Terminating Party shareholders proceed, unless otherwise ordered by a court, the Terminating Party shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement to be voted on at such meetingadjournment.

Right to Accept a Superior Proposal. (a) If a Party has complied with Section 2 of this Schedule H "A" with respect thereto, such the Party (the “Terminating Party”) may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 3) 3 received prior to the date of approval of the Arrangement Transaction by its shareholders and terminate this Letter Agreement if, and only if: (i) the Terminating Party has provided to the other Other Party with a copy of the Superior Proposal document; (ii) the Terminating Party has provided the other Other Party with the information regarding such Superior Proposal required under Section 2(c); (iii) the Board of Directors of the Terminating Party has determined in good faith after consultation with its financial advisors and obtaining written advice from outside legal counsel and its financial advisors that it is necessary in order for the Board of Directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement agreement and to approve or recommend such Superior Proposal; and (iv) four five business days shall have elapsed from the later of the date the other Other Party received written notice (a “Superior Proposal Notice”) advising them the Other Party that the Terminating Party’s Board of Directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 3, and the date such the Other Party received a copy of such Superior Proposal document. In the event that a Terminating Party provides the other Other Party with a Superior Proposal Notice on a date that is less than seven business days prior to its the Party’s meeting of shareholders shareholders, the Terminating Party may and shall, at the request of the other Other Party, adjourn such meeting to a date that is not less than five business days and not more than 15 days after the original date of the MeetingSuperior Proposal Notice. If the circular Joint Circular has been sent to the shareholders of the Terminating Party prior to the expiry of the four five business day period set forth in this Section 3(c3(a) and, during such period, any other the Other Party requests in writing that the special meeting of the Terminating Party shareholders proceed, unless otherwise ordered by a court, the Terminating Party shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement Transaction to be voted on at such meeting.

Right to Accept a Superior Proposal. (a) If a Party the Company has complied with Section 2 of this Schedule H 6.1, with respect thereto, such Party (the “Terminating Party”) Company may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 36.2) received prior to the date of approval of the Arrangement Resolution by its shareholders the Common Shareholders and terminate this Agreement if, and only if: (i) the Terminating Party Company has provided to the other Party Buyer with a copy of the Superior Proposal document; (ii) the Terminating Party Company has provided the other Party Buyer with the information regarding such Superior Proposal required under Section 2(c6.1(e); (iii) the Company Board of Directors of the Terminating Party has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Company Board of Directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal; and (iv) four business days five (5) Business Days shall have elapsed from the later of the date the other Party Buyer received written notice (a “Superior Proposal Notice”) advising them it that the Terminating Party’s Company Board of Directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal including a copy of such agreement, subject only to this Section 3, and the date such Party received a copy of such Superior Proposal document6.2. In the event that a Terminating Party the Company provides the other Party Buyer with a Superior Proposal Notice on a date that is less than seven business days (7) Business Days prior to its meeting of shareholders the Terminating Party Meeting, the Company shall, at the request of the other PartyBuyer, adjourn such meeting the Meeting to a date that is not less than five business days six (6) Business Days and not more than 15 fifteen (15) days after the original date of the Meeting. If Superior Proposal Notice and the circular has been sent to shareholders Outside Date shall be postponed by a number of the Terminating Party prior days equal to the expiry number of the four business day period set forth in this Section 3(c) and, during days of such period, any other Party requests in writing that the special meeting of the Terminating Party shareholders proceed, unless otherwise ordered by a court, the Terminating Party shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement to be voted on at such meetingadjournment.

Right to Accept a Superior Proposal. (ai) If a Party Acclaro or Bastion, as the case may be, has complied with Section 2 of this Schedule H with respect thereto§4.3(o), such Party (Acclaro or Bastion, as the “Terminating Party”) case may be, may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 3§4.3(p)) received prior to the date of approval of the Arrangement Transaction by its shareholders and terminate this Agreement if, and only if: (iA) Acclaro or Bastion, as the Terminating Party case may be, has provided to the other Party with a copy of the Superior Proposal document; (iiB) Acclaro or Bastion, as the Terminating Party case may be, has provided the other Party with the information regarding such Superior Proposal required under Section 2(c§4.3(o)(iii); (iiiC) the Board board of Directors directors of Acclaro or Bastion, as the Terminating Party case may be, has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board board of Directors directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal; and (ivD) four business days (4) Business Days shall have elapsed from the later of the date Acclaro or Bastion, as the other Party case may be, received written notice (a “Superior Proposal Notice”) advising them it that the Terminating other Party’s Board board of Directors directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 3§4.3(p), and the date such Party Acclaro or Bastion, as the case may be, received a copy of such Superior Proposal document. In the event that a Terminating Party Acclaro or Bastion, as the case may be, provides the other Party with a Superior Proposal Notice on a date that is less than seven business days (7) Business Days prior to its meeting of shareholders shareholders, Acclaro or Bastion, as the Terminating Party case may be, shall, at the request of the other Party, adjourn such meeting to a date that is not less than five business days (5) Business Days and not more than 15 fifteen (15) days after the original date of the MeetingSuperior Proposal Notice. If the circular Information Circular has been sent to shareholders of the Terminating Party Acclaro Shareholders or the Bastion Shareholders, as the case may be, prior to the expiry of the four business day (4) Business Day period set forth in this Section 3(c§4.3(p)(i) and, during such period, any other Party Bastion or Acclaro, as the case may be, requests in writing that the special meeting of Acclaro or Bastion, as the Terminating Party case may be, shareholders proceed, unless otherwise ordered by a court, Acclaro or Bastion, as the Terminating Party case may be, shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement Transaction to be voted on at such meeting.

Right to Accept a Superior Proposal. (a) If a Party Northern Orion has complied with Section 2 of this Schedule H with respect thereto, such Party (the “Terminating Party”) Northern Orion may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal received prior to the date of approval of the Transaction by shareholders of Northern Orion, or after the date which is 11 days after the approval of the Transaction by the shareholders of Northern Orion at the Northern Orion Meeting or at the Post-Amendment Meeting, as applicable, or as permitted pursuant to section 12(b) of the letter agreement, and terminate this letter agreement if, and only if (other than with the exception of a confidentiality agreement, agreement the execution of which shall not be subject to the conditions of this Section 3) received prior to the date of approval of the Arrangement by its shareholders and terminate this Agreement if), and only if: (i) the Terminating Party Northern Orion has provided to the other Party Yamana with a copy of the Superior Proposal document; , (ii) the Terminating Party Northern Orion has provided the other Party Yamana with the information regarding such Superior Proposal required under Section 2(c); (iii) the Board Northern Orion’s board of Directors of the Terminating Party directors has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board board of Directors directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement letter agreement and to approve or recommend such Superior Proposal; , (iv) such Superior Proposal does not provide for the payment of any break, termination or other fees or expenses to the other party in the event that Northern Orion or any of its subsidiaries completes the transactions contemplated by this letter agreement or any similar other transaction with Yamana or any of its affiliates agreed to prior to any termination of this letter agreement and (ivv) four business days shall have elapsed from the later of the date the other Party Xxxxxx received written notice (a “"Superior Proposal Notice”) " advising them Yamana that the Terminating Party’s Board Northern Orion's board of Directors directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 3, and the date such Party Xxxxxx received a copy of such Superior Proposal document. In the event that a Terminating Party Northern Orion provides the other Party Yamana with a Superior Proposal Notice on a date that is less than seven business days prior to its meeting of shareholders the Terminating Party a Northern Orion Meeting or Post- Amendment Meeting, Northern Orion shall, at the request of the other PartyXxxxxx, adjourn such meeting to a date that is not less than five business days and not more than 15 days after the original date of the MeetingSuperior Proposal Notice. If the circular Northern Orion Circular has been sent to shareholders of the Terminating Party Northern Orion prior to the expiry of the four business day period set forth in this Section 3(c) and, during such period, any other Party Yamana requests in writing that the special meeting of the Terminating Party Northern Orion shareholders proceed, unless otherwise ordered by a court, the Terminating Party Northern Orion shall continue to take all reasonable steps necessary to hold its the special meeting of Northern Orion shareholders and to cause the Arrangement Transaction to be voted on at such meeting.

Right to Accept a Superior Proposal. (a) If a Party Northern Orion has complied with Section 2 of this Schedule H with respect thereto, such Party (the “Terminating Party”) Northern Orion may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal received prior to the date of approval of the Transaction by shareholders of Northern Orion, or after the date which is 11 days after the approval of the Transaction by the shareholders of Northern Orion at the Northern Orion Meeting or at the Post-Amendment Meeting, as applicable, or as permitted pursuant to section 12(b) of the letter agreement, and terminate this letter agreement if, and only if (other than with the exception of a confidentiality agreement, agreement the execution of which shall not be subject to the conditions of this Section 3) received prior to the date of approval of the Arrangement by its shareholders and terminate this Agreement if), and only if: (i) the Terminating Party Northern Orion has provided to the other Party Yamana with a copy of the Superior Proposal document; , (ii) the Terminating Party Northern Orion has provided the other Party Yamana with the information regarding such Superior Proposal required under Section 2(c); (iii) the Board Northern Orion’s board of Directors of the Terminating Party directors has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board board of Directors directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement letter agreement and to approve or recommend such Superior Proposal; , (iv) such Superior Proposal does not provide for the payment of any break, termination or other fees or expenses to the other party in the event that Northern Orion or any of its subsidiaries completes the transactions contemplated by this letter agreement or any similar other transaction with Yamana or any of its affiliates agreed to prior to any termination of this letter agreement and (ivv) four business days shall have elapsed from the later of the date the other Party Xxxxxx received written notice (a “Superior Proposal Notice”) ” advising them Yamana that the Terminating PartyNorthern Orion’s Board board of Directors directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 3, and the date such Party Xxxxxx received a copy of such Superior Proposal document. In the event that a Terminating Party Northern Orion provides the other Party Yamana with a Superior Proposal Notice on a date that is less than seven business days prior to its meeting of shareholders the Terminating Party a Northern Orion Meeting or Post-Amendment Meeting, Northern Orion shall, at the request of the other PartyXxxxxx, adjourn such meeting to a date that is not less than five business days and not more than 15 days after the original date of the MeetingSuperior Proposal Notice. If the circular Northern Orion Circular has been sent to shareholders of the Terminating Party Northern Orion prior to the expiry of the four business day period set forth in this Section 3(c) and, during such period, any other Party Yamana requests in writing that the special meeting of the Terminating Party Northern Orion shareholders proceed, unless otherwise ordered by a court, the Terminating Party Northern Orion shall continue to take all reasonable steps necessary to hold its the special meeting of Northern Orion shareholders and to cause the Arrangement Transaction to be voted on at such meeting.

Right to Accept a Superior Proposal. (a) If a Party has complied with Section 2 of this Schedule H C with respect thereto, such Party (the “Terminating Party”) may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 3) received prior to the date of approval of the Arrangement Transaction by its shareholders and terminate this Letter Agreement if, and only if: (i) the Terminating Party has provided to the other Party with a copy of the Superior Proposal document; (ii) the Terminating Party has provided the other Party with the information regarding such Superior Proposal required under Section 2(c); (iii) the Board of Directors of the Terminating Party has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board of Directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Letter Agreement and to approve or recommend such Superior Proposal; and (iv) four business days five (5) Business Days shall have elapsed from the later of the date the other Party received written notice (a “Superior Proposal Notice”) advising them it that the Terminating Party’s Board of Directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 3, and the date such Party received a copy of such Superior Proposal document. In the event that a the Terminating Party provides the other Party with a Superior Proposal Notice on a date that is less than seven business days Business Days prior to its meeting of shareholders the Terminating Party shall, at the request of the other Party, adjourn such meeting to a date that is not less than five business days Business Days and not more than 15 days after the original date of the MeetingSuperior Proposal Notice. If the circular has been sent to shareholders of the Terminating Party prior to the expiry of the four business day five Business Day period set forth in this Section 3(c3(a) and, during such period, any the other Party requests in writing that the special meeting of the Terminating Party shareholders proceed, unless otherwise ordered by a court, the Terminating Party shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement Transaction to be voted on at such meeting.

Right to Accept a Superior Proposal. (a) If a Party has complied with Section 2 of this Schedule H “A” with respect thereto, such Party (the “Terminating Party”) may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 3) received prior to the date of approval of the Arrangement Transaction by its shareholders and terminate this Letter Agreement if, and only if: (i) the Terminating Party has provided to each of the other Party Parties with a copy of the Superior Proposal document; (ii) the Terminating Party has provided each of the other Party Parties with the information regarding such Superior Proposal required under Section 2(c); (iii) the Board of Directors of the Terminating Party has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board of Directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Letter Agreement and to approve or recommend such Superior Proposal; and (iv) in the event that the Terminating Party is either Metallica or Peak Gold, four business days shall have elapsed from the later of the date the other Party Parties received written notice (a “Superior Proposal Notice”) advising them that the Terminating Party’s Board of Directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 3, and the date such Party Parties received a copy of such Superior Proposal document. In the event that a Terminating Party provides the other Party Parties with a Superior Proposal Notice on a date that is less than seven business days prior to its meeting of shareholders the Terminating Party shall, at the request of the other PartyParties, adjourn such meeting to a date that is not less than five business days and not more than 15 days after the original date of the MeetingSuperior Proposal Notice. If the circular has been sent to shareholders of the Terminating Party prior to the expiry of the four business day period set forth in this Section 3(c) and, during such period, any other Party requests in writing that the special meeting of the Terminating Party shareholders proceed, unless otherwise ordered by a court, the Terminating Party shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement Transaction to be voted on at such meeting. For purposes of interpretation, references in this Section 3(a) to “the other Parties” shall, in the event that more than one Party receives a Superior Proposal, mean the Party that does not receive a Superior Proposal, and the provisions of this Section 3(a) shall apply mutatis mutandis.

Right to Accept a Superior Proposal. (a) If a Party Target has complied with Section 2 of this Schedule H 5.5 with respect thereto, such Party (the “Terminating Party”) Target may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal prior to the approval of the Arrangement by the Target Shareholders and terminate this Agreement if, and only if (other than with the exception of a confidentiality agreement, agreement the execution of which shall not be subject to the conditions of this Section 3) received prior to the date of approval of the Arrangement by its shareholders and terminate this Agreement if5.6), and only if: (i) the Terminating Party Target has provided to the other Party Crosshair with a copy of the Superior Proposal document; , (ii) the Terminating Party has provided the other Party with the information regarding such Superior Proposal required under Section 2(c); (iii) the Board of Directors of the Terminating Party has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board of Directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal; and (iv) four business days five Business Days shall have elapsed from the later of the date the other Party Crosshair received written notice (a “Superior Proposal "Section 5.6 Notice”") advising them Crosshair that the Terminating Party’s Board Target's board of Directors directors has resolved resolved, subject only to compliance with this Section 5.6, to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 3Proposal, specifying the terms and the date such Party received a copy conditions of such Superior Proposal documentand identifying the person making such Superior Proposal, (iii) Target's board of directors has determined in good faith (based upon the opinion of its outside legal counsel) that it is necessary for the board of directors of Target to take such action in order to discharge properly its fiduciary duties and thereby withdrawing or modifying its approval or recommendation of this Agreement and approving or recommending such Superior Proposal, (iv) such Superior Proposal does not provide for the payment of any break, termination or other fees or expenses to the other party in the event that Target or any of its Subsidiaries completes the transactions contemplated by this Agreement or any similar other transaction with Crosshair or any of its affiliates agreed to prior to any termination of this Agreement (for greater certainty, this paragraph (iv) does not apply in connection with any agreement entered into by Target following: (A) termination of this Agreement and (B) payment to Crosshair of any Termination Fee payable to Crosshair under Section 7.4 taking into account any revised proposal made by Crosshair since receipt of the Section 5.6 Notice), such Superior Proposal remains a Superior Proposal and the Target board of directors has again made the determinations referred to in this Section 5.6(a), and (v) Target has previously or concurrently will have paid to Crosshair the Termination Fee payable under Section 7.4. In the event that a Terminating Party Target provides the other Party Crosshair with a Superior Proposal Section 5.6 Notice on a date that is less than seven business days five Business Days prior to its meeting of shareholders the Terminating Party shallTarget Meeting, at Target shall adjourn the request of the other Party, adjourn such meeting Target Meeting to a date that is not less than five business days seven Business Days and not more than 15 days 30 Business Days after the original date of the Meeting. If the circular has been sent to shareholders of the Terminating Party prior to the expiry of the four business day period set forth in this Section 3(c) and, during such period, any other Party requests in writing that the special meeting of the Terminating Party shareholders proceed, unless otherwise ordered by a court, the Terminating Party shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement to be voted on at such meeting5.6 Notice.