Common use of Rights of Dissent Clause in Contracts

Rights of Dissent. 6.1 Notwithstanding Section 3.1, holders of Cangold Shares may exercise rights of dissent (the “Dissent Rights”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in sections 242 to 247 of the BCBCA (collectively, the “Dissent Procedures”). 6.2 Cangold Shareholders who duly and validly exercise Dissent Rights with respect to their Cangold Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares will be deemed to have transferred their Dissenting Shares to Great Panther and shall be paid an amount equal to such fair value; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting Cangold Shareholder and will receive Great Panther Shares on the same basis as every other non-dissenting Cangold Shareholder; but in no case will Cangold be required to recognize such persons as holding Cangold Shares on or after the Effective Date. 6.3 If a Cangold Shareholder exercises the Dissent Right, Great Panther will, on the Effective Date, set aside a number of Great Panther Shares which is attributable under the Arrangement to the Cangold Shares for which Dissent Rights have been exercised. If the dissenting Cangold Shareholder is ultimately not entitled to be paid fair value for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Cangold Shareholders and Great Panther will distribute to such Cangold Shareholder the Great Panther Shares that the Cangold Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Cangold Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, Great Panther will pay the amount to be paid in respect of the Dissenting Shares.

Rights of Dissent. 6.1 Notwithstanding Section 3.1, holders Holders of Cangold Abatis Shares may exercise rights of dissent (the “Dissent Rights”) in connection with the Arrangement respect to such shares pursuant to the Interim Order and in the manner set forth in sections 242 to 247 section 190 of the BCBCA CBCA and this section 3.1 (collectivelythe "DISSENT PROCEDURES") in connection with the Arrangement; provided that, notwithstanding subsection 190(5) of the CBCA, the “Dissent Procedures”). 6.2 Cangold Shareholders written objection to the Arrangement Resolution referred to in subsection 190(5) of the CBCA must be received by Abatis not later than 5:00 p.m. (Vancouver time) on the last Business Day preceding the Meeting Date. Holders of Abatis Shares who duly and validly exercise Dissent Rights with respect to their Cangold Shares (“Dissenting Shares”) such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Dissenting Abatis Shares will shall be deemed to have transferred their Dissenting such Abatis Shares to Great Panther Exchangeco, to the extent the fair value therefor is paid by Exchangeco, and to Abatis, to the extent the fair value therefor is paid by Abatis, and, in the case of Abatis Shares so transferred to Abatis, such shares shall be paid an amount equal to such fair valuecancelled on the Effective Date; or (b) for any reason are ultimately not entitled entitled, for any reason, to be paid fair value for their Dissenting Shares, will Abatis Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Cangold Shareholder holder of Abatis Shares and will shall receive Great Panther Redback Common Shares on the same basis as every other non-dissenting Cangold Shareholder; determined in accordance with section 2.2(c), but in no case will Cangold shall Redback, Exchangeco, Newco, Abatis or any other Person be required to recognize such persons holders as holding Cangold holders of Abatis Shares on or after the Effective Date. 6.3 If a Cangold Shareholder exercises Time, and the Dissent Right, Great Panther will, on names of such holders of Abatis Shares shall be deleted from the registers of holders of Abatis Shares at the Effective Date, set aside a number of Great Panther Shares which is attributable under the Arrangement to the Cangold Shares for which Dissent Rights have been exercised. If the dissenting Cangold Shareholder is ultimately not entitled to be paid fair value for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Cangold Shareholders and Great Panther will distribute to such Cangold Shareholder the Great Panther Shares that the Cangold Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Cangold Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, Great Panther will pay the amount to be paid in respect of the Dissenting SharesTime.

Rights of Dissent. 6.1 Notwithstanding Section 3.1, holders of Cangold Shares may TIN Shareholders shall be entitled to exercise dissent rights of dissent (the “Dissent Rights”) in connection with respect to the Arrangement TIN Shares pursuant to the Interim Order and in the manner set forth in sections 242 to 247 Sections 185 of the BCBCA OBCA as modified by the Interim Order and this section 4, but provided that, notwithstanding Section 185 of the OBCA, TIN Shareholders wishing to exercise Dissent Rights shall have delivered to TIN written objection to the Arrangement by 4:00 p.m. (collectively, Toronto time) at least two Business Days prior to the date of the TIN Meeting and shall otherwise comply with Sections 185 of the OBCA (the “Dissent Procedures”). 6.2 Cangold Shareholders . If the Arrangement is concluded, a Dissenting Shareholder shall be entitled to be paid by TIN, the fair value of the TIN Shares held by such Dissenting Shareholder in respect of which such Dissenting Shareholder dissents in accordance with the Dissent Procedures, provided that any such Dissenting Shareholder who duly and validly exercise exercises such Dissent Rights with respect to their Cangold Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares will be deemed to have transferred their Dissenting Shares to Great Panther and shall be paid an amount equal to such fair value; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting Cangold Shareholder and will receive Great Panther Shares on the same basis as every other non-dissenting Cangold Shareholder; but in no case will Cangold be required to recognize such persons as holding Cangold Shares on or after the Effective Date. 6.3 If a Cangold Shareholder exercises the Dissent Right, Great Panther will, on the Effective Date, set aside a number of Great Panther Shares which is attributable under the Arrangement to the Cangold Shares for which Dissent Rights have been exercised. If the dissenting Cangold Shareholder is ultimately not entitled to be paid fair value for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Cangold Shareholders and Great Panther will distribute to such Cangold Shareholder the Great Panther Shares that the Cangold Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Cangold Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting its TIN Shares, Great Panther will pay shall be deemed pursuant to section 3(a)(i) hereof to have transferred its TIN Shares to TIN for cancellation, and shall not be entitled to any other payment or consideration, including any payment or consideration under the amount Arrangement to which such Dissenting Shareholder would have been entitled had it not exercised its Dissent Rights; or (b) is for any reason ultimately not entitled to be paid the fair value for its TIN Shares, shall be deemed to have participated in respect the Arrangement as of the Effective Time on the same terms and as a non-dissenting TIN Shareholder and shall be issued only the same consideration which a TIN Shareholder is entitled to receive under the Arrangement as if such Dissenting SharesShareholder would not have exercised Dissent Rights. In no case shall Elementos, TIN or any other Person be required to recognize Dissenting Shareholders as a TIN Shareholder at and after the Effective Time, and the names of such Dissenting Shareholders shall be removed from the shareholder register of TIN at the Effective Time and cancelled.

Rights of Dissent. 6.1 5.1 Notwithstanding Section 3.1, holders of Cangold American Consolidated Shares may exercise rights of dissent (the “Dissent Rights”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in sections 242 to 247 of the BCBCA (collectively, the “Dissent Procedures”). 6.2 Cangold 5.2 American Consolidated Shareholders who duly and validly exercise Dissent Rights with respect to their Cangold American Consolidated Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares will be deemed to have transferred their Dissenting Shares to Great Panther Starcore and shall be paid an amount equal to such fair value; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting Cangold American Consolidated Shareholder and will receive Great Panther Starcore Shares on the same basis as every other non-dissenting Cangold American Consolidated Shareholder; but in no case will Cangold American Consolidated be required to recognize such persons as holding Cangold American Consolidated Shares on or after the Effective Date. 6.3 5.3 If a Cangold American Consolidated Shareholder exercises the Dissent Right, Great Panther Starcore will, on the Effective Date, set aside a number of Great Panther Starcore Shares which is attributable under the Arrangement to the Cangold American Consolidated Shares for which Dissent Rights have been exercised. If the dissenting Cangold American Consolidated Shareholder is ultimately not entitled to be paid fair value for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Cangold American Consolidated Shareholders and Great Panther Starcore will distribute to such Cangold American Consolidated Shareholder the Great Panther Starcore Shares that the Cangold American Consolidated Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Cangold American Consolidated Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, Great Panther Starcore will pay the amount to be paid in respect of the Dissenting Shares.

Rights of Dissent. 6.1 Notwithstanding Section 3.1, holders 3.1 Taurus Shareholders registered as such on the record date of Cangold Shares the Taurus Meeting may exercise rights of dissent (the “Dissent Rights”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in sections 242 to 247 subsection 238(d) of the BCBCA (collectivelyBCBCA, provided that the “Dissent Procedures”). 6.2 Cangold notice of dissent duly executed by such Taurus Shareholder is received by Taurus’s registered and records office 48 hours in advance of the time of the Taurus Meeting. Dissenting Taurus Shareholders who duly and validly exercise Dissent Rights with respect to their Cangold Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Taurus Shares will and shall be deemed to have transferred their Dissenting Taurus Shares to Great Panther Taurus for cancellation immediately at the Effective Time and in no case shall Taurus be paid an amount equal required to recognize such fair value; orPersons as holding Taurus Shares after the Effective Time. (b) for any reason 3.2 Taurus Shareholders who do not duly exercise their Dissent Right are ultimately not entitled to be paid fair value for their Dissenting Taurus Shares, will shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Cangold Taurus Shareholder who is not a Dissenting Taurus Shareholder and will shall receive Great Panther Newco Shares on the same basis as every other non-dissenting Cangold Shareholder; but Taurus Shareholder as provided in §2.2(a) of this Plan of Arrangement. 3.3 Bonanza Shareholders registered as such on the record date of the Bonanza Meeting may exercise rights of dissent pursuant to and in the manner set forth in subsection 238(d) of the BCBCA, provided that the notice of dissent duly executed by such Bonanza Shareholder is received by Bonanza’s registered and records office 48 hours in advance of the time of the Bonanza Meeting. Dissenting Bonanza Shareholders are ultimately entitled to be paid fair value for their Bonanza Shares and shall be deemed to have transferred their Bonanza Shares to Bonanza for cancellation immediately at the Effective Time and in no case will Cangold shall Bonanza be required to recognize such persons Persons as holding Cangold Bonanza Shares on or after the Effective DateTime. 6.3 If a Cangold Shareholder exercises the 3.4 Bonanza Shareholders who do not duly exercise their Dissent Right, Great Panther will, on the Effective Date, set aside a number of Great Panther Shares which is attributable under the Arrangement to the Cangold Shares for which Dissent Rights have been exercised. If the dissenting Cangold Shareholder is ultimately Right are not entitled to be paid fair value for their Dissenting Bonanza Shares, they will shall be deemed to have participated in the Arrangement on the same basis as a Bonanza Shareholder who is not a Dissenting Bonanza Shareholder and shall receive Newco Shares on the non-dissenting Cangold Shareholders and Great Panther will distribute to such Cangold same basis as every other Bonanza Shareholder the Great Panther Shares that the Cangold Shareholder is entitled to receive pursuant to the terms as provided in §2.2(c) of the this Plan of Arrangement. If a Cangold Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, Great Panther will pay the amount to be paid in respect of the Dissenting Shares.

Rights of Dissent. 6.1 Notwithstanding Section 3.1, holders Holders of Cangold Molson Shares may exercise rights of dissent (the “Dissent Rights”) in connection with the Arrangement respect to such shares pursuant to the Interim Order and in the manner set forth in sections 242 to 247 section 190 of the BCBCA CBCA and this section 3.1 (collectivelythe "Dissent Rights") in connection with the Arrangement; provided that, notwithstanding subsection 190(5) of the CBCA, the “Dissent Procedures”). 6.2 Cangold Shareholders written objection to the Arrangement Resolution referred to in subsection 190(5) of the CBCA must be received by Molson not later than 5:00 p.m. (Montreal time) on the Business Day preceding the Molson Meeting. Holders of Molson Shares who duly and validly exercise Dissent Rights with respect to their Cangold Shares (“Dissenting Shares”) such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Dissenting Molson Shares will shall be deemed to have transferred their Dissenting such Molson Shares to Great Panther Exchangeco, to the extent the fair value therefor is paid by Exchangeco, and to Molson, to the extent the fair value therefor is paid by Molson, and, in the case of Molson Shares so transferred to Molson such shares shall be paid an amount equal to such fair valuecancelled as of the Effective Date; or (b) are ultimately determined not to be entitled, for any reason are ultimately not entitled reason, to be paid fair value for their Dissenting Shares, will Molson Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Cangold Shareholder holder of Molson Shares and will shall receive Great Panther the appropriate Exchangeable Shares or Preferred Shares that are in turn exchanged for shares of Coors Common Stock on the same basis determined in accordance with sections 2.2(g) and 2.2(h), and the post-amble to section 2.2 as every other non-dissenting Cangold Shareholder; well as the amount of the special dividend payable to such shareholders pursuant to section 2.2(a), but in no case will Cangold shall Coors, Exchangeco, Callco, Molson or any other Person be required to recognize such persons holders as holding Cangold holders of Molson Shares on or after the Effective Date. 6.3 If a Cangold Shareholder exercises Time, and the Dissent Right, Great Panther will, on names of such holders of Molson Shares shall be deleted from the registers of holders of Molson Shares at the Effective Date, set aside a number Time. Molson shall pay to holders of Great Panther Molson Shares which is attributable under the Arrangement who have duly exercised their rights of dissent and who are ultimately determined to the Cangold Shares for which Dissent Rights have been exercised. If the dissenting Cangold Shareholder is ultimately not be entitled to be paid fair value for their Dissenting Shares, they will be deemed Molson Shares any special dividend payable to have participated in the Arrangement such shareholders pursuant to section 2.2(a) on the same basis as the non-dissenting Cangold Shareholders and Great Panther will distribute to date that such Cangold Shareholder the Great Panther Shares that the Cangold Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Cangold Shareholder duly complies with the Dissent Procedures and is ultimately entitled shareholders are required to be paid the fair value for their Dissenting Molson Shares. For the purposes of determining "fair value" pursuant to section 190 of the CBCA payable to such holders, Great Panther will pay the Court shall exclude the amount to be paid in respect of the Dissenting Sharesspecial dividend from the fair value of the shares otherwise determined thereunder.

Rights of Dissent. 6.1 Notwithstanding Section 3.1Pursuant to the Interim Order, holders of Cangold Shares each registered Terrace Shareholder may exercise rights of dissent (the “Dissent Rights”) in connection with under Section 185 of the Arrangement pursuant to OBCA as modified by this ARTICLE 4 as the same may be modified by the Interim Order and or the Final Order in the manner set forth in sections 242 to 247 respect of the BCBCA Arrangement, provided that the written objection to the Terrace Arrangement Resolution contemplated by Section 185 of the OBCA must be sent to and received by Terrace by 5:00 p.m. (collectively, Toronto time) at least two (2) Business Days before the “Dissent Procedures”). 6.2 Cangold Terrace Meeting. Terrace Shareholders who duly and validly exercise Dissent Rights with respect to their Cangold Shares (“Dissenting Shares”) such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value from Terrace, for their the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have irrevocably transferred their such Dissenting Shares (free and clear of all Liens) to Great Panther and shall be paid an amount equal Terrace pursuant to Section 3.1(a)(ii) in consideration of such fair value; or (b) for any reason are ultimately not entitled entitled, for any reason, to be paid fair value for their the Dissenting SharesShares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting Cangold Terrace Shareholder and will receive Great Panther Shares on the same basis as every other non-dissenting Cangold Shareholderwho has not exercised Dissent Rights; but in no case will Cangold Terrace or Purchaser or any other person be required to recognize such persons holders as holding Cangold holders of Terrace Shares on or after the Effective Date. 6.3 If a Cangold completion of the steps set forth in Section 3.1(a), and each Dissenting Shareholder exercises the Dissent Right, Great Panther will, on the Effective Date, set aside a number of Great Panther Shares which is attributable under the Arrangement will cease to be entitled to the Cangold Shares for which Dissent Rights have been exercised. If the dissenting Cangold rights of a Terrace Shareholder is ultimately not entitled to be paid fair value for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Cangold Shareholders and Great Panther will distribute to such Cangold Shareholder the Great Panther Shares that the Cangold Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Cangold Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, Great Panther will pay the amount to be paid in respect of the Terrace Shares in relation to which such Dissenting SharesShareholder has exercised Dissent Rights and the register of Terrace Shares maintained by or on behalf of Terrace will be amended to reflect that such former holder is no longer the holder of such Terrace Shares from and after the Effective Time. For greater certainty, and in addition to any other restriction under Section 185 of the OBCA, Terrace Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Terrace Arrangement Resolution, will not be entitled to any Dissent Rights. Furthermore: (i) Optionholders; (ii) Warrantholders; and (iii) Subscription Receiptholders are not entitled to any Dissent Rights and none of them are entitled to vote in respect of the Terrace Arrangement Resolution.

Rights of Dissent. 6.1 Notwithstanding Section 3.1, holders of Cangold Shares (a) A Shareholder may exercise rights of dissent (the “Dissent Rights”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in sections 242 to 247 section 190 of the BCBCA CBCA and this section 3.1 in connection with the Arrangement; provided, however, that, (collectivelyi) notwithstanding subsection 190(5) of the CBCA, any written objections to the “Dissent Procedures”). 6.2 Cangold Shareholders Arrangement Resolution must be received by Hummingbird not later than 5:00 p.m. (Toronto time) on the day which is two Business Days preceding the Meeting, and (ii) notwithstanding section 190 of the CBCA, Acquisition Sub and not Hummingbird shall be required to pay fair market value for the Hummingbird Shares held by holders who duly and validly exercise Dissent Rights. A Shareholder who duly exercises such Dissent Rights with respect to their Cangold Shares (“Dissenting Shares”) and who: (ai) are is ultimately entitled to be paid fair value for their Dissenting its Hummingbird Shares will shall be deemed to have transferred their Dissenting such Hummingbird Shares to Great Panther and shall be paid an amount equal to Acquisition Sub on the Effective Date contemporaneously with the event described in Section 2.3(e) in exchange for the fair value of such fair valueHummingbird Shares; or (bii) is ultimately not entitled, for any reason are ultimately not entitled reason, to be paid fair value for their Dissenting Shares, will its Hummingbird Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Cangold Shareholder and will receive Great Panther Shares on the same basis as every Shareholder. (b) In no circumstances shall Parent, Acquisition Sub, Hummingbird or any other non-dissenting Cangold Shareholder; but in no case will Cangold Person be required to recognize a Person exercising Dissent Rights unless such persons Person is a Shareholder of those Hummingbird Shares in respect of which such rights are sought to be exercised. (c) For greater certainty, in no case shall Parent, Acquisition Sub, Hummingbird or any other Person be required to recognize a Dissenting Holder as holding Cangold Shares on or a Shareholder after the Effective Date. 6.3 If a Cangold Shareholder exercises Time, and the Dissent Right, Great Panther will, name of each Dissenting Holder shall be deleted from the register of Shareholders on the Effective Date, set aside a number of Great Panther Shares which is attributable under the Arrangement to the Cangold Shares for which Dissent Rights have been exercised. If the dissenting Cangold Shareholder is ultimately not entitled to be paid fair value for their Dissenting Shares, they will be deemed to have participated in the Arrangement on Date at the same basis time as the non-dissenting Cangold Shareholders and Great Panther will distribute to such Cangold Shareholder the Great Panther Shares that the Cangold Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Cangold Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, Great Panther will pay the amount to be paid events described in respect of the Dissenting SharesSection 2.3(e) occur.

Rights of Dissent. 6.1 Notwithstanding Section 3.1, holders YGC Shareholders registered as such on the record date of Cangold Shares the YGC Meeting may exercise rights of dissent (the “Dissent Rights”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth out in sections 242 to 247 subsection 238(d) of the BCBCA (collectivelyAct, provided that the “Notice of Dissent Procedures”). 6.2 Cangold duly executed by such YGC Shareholder is received by YGC’s registered and records office 48 hours in advance of the time of the YGC Meeting. Dissenting YGC Shareholders who duly and validly exercise Dissent Rights with respect to their Cangold Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting YGC Shares will shall be deemed to have transferred their Dissenting YGC Shares to Great Panther YGC for cancellation immediately prior to the Effective Time and in no case shall YGC be required to recognize such Persons as holding YGC Shares at and after the Effective Time, and the names of such YGC Shareholders shall be paid an amount equal removed from YGC’s register of shareholders as of the Effective Time. Queenstake Shareholders registered as such on the record date of the Queenstake Meeting may exercise rights of dissent pursuant to and in the manner set out in subsection 238(d) of the Act, provided that the Notice of Dissent duly executed by such fair value; or (b) for any reason Queenstake Shareholder is received by Queenstake’s registered and records office 48 hours in advance of the time of the Queenstake Meeting. Dissenting Queenstake Shareholders who are ultimately entitled to be paid fair value for their Queenstake Shares shall be deemed to have transferred their Queenstake Shares to YGC for cancellation immediately prior to the Effective Time and in no case shall Queenstake or YGC be required to recognize such Persons as holding Queenstake Shares at and after the Effective Time, and the names of such Queenstake Shareholders shall be removed from Queenstake’s register of shareholders as of the Effective Time. Queenstake Shareholders who do not duly exercise their Dissent Rights and are not entitled to be paid fair value for their Dissenting Queenstake Shares, will shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Cangold Queenstake Shareholder who is not a Dissenting Queenstake Shareholder, and will receive Great Panther Shares on the same basis as every other non-dissenting Cangold Shareholder; but in no case will Cangold shall be required to recognize such persons as holding Cangold Shares on or after the Effective Date. 6.3 If a Cangold Shareholder exercises the Dissent Right, Great Panther will, on the Effective Date, set aside a number of Great Panther Shares which is attributable under the Arrangement to the Cangold Shares for which Dissent Rights have been exercised. If the dissenting Cangold Shareholder is ultimately not entitled to be paid fair value for their Dissenting Shares, they will be deemed to have participated and shall receive New YGC Shares as provided in the Arrangement on the same basis as the non-dissenting Cangold Shareholders and Great Panther will distribute to such Cangold Shareholder the Great Panther Shares that the Cangold Shareholder is entitled to receive pursuant to the terms Section 2.2(b) of the this Plan of Arrangement. If a Cangold Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, Great Panther will pay the amount to be paid in respect of the Dissenting Shares.

Rights of Dissent. 6.1 Notwithstanding Section 3.1, holders of Cangold Shares may Orezone Shareholders shall be entitled to exercise dissent rights of dissent (the “Dissent Rights”) in connection with respect to the Arrangement Orezone Shares pursuant to the Interim Order and in the manner set forth in sections 242 to 247 section 190 of the BCBCA CBCA as modified by the Interim Order and this section 4, but provided that notwithstanding subsection 190(5) of the CBCA, such Dissenting Orezone Shareholder delivers to Orezone written objection to the Arrangement by 5:00 p.m. (collectively, Toronto time) on the Business Day immediately prior to the date of the Orezone Meeting and otherwise complies with section 190 of the CBCA (the “Dissent Procedures”). 6.2 Cangold Shareholders . If the Arrangement is concluded, an Orezone Shareholder who duly and validly exercise exercises Dissent Rights in strict compliance with the Dissent Procedures shall be entitled to be paid by Orezone the fair value of the Orezone Shares held by such Dissenting Orezone Shareholder in respect of which such Dissenting Orezone Shareholder dissents, determined as provided for in the CBCA, as modified by the Interim Order and this section 4, provided that any such Dissenting Orezone Shareholder who exercises such right to their Cangold Shares (“Dissenting Shares”) dissent and who: (a) are is ultimately entitled to be paid fair value for their Dissenting its Orezone Shares will shall be deemed to have transferred their Dissenting its Orezone Shares to Great Panther IAMGOLD in consideration for a debt claim against IAMGOLD to be paid fair value of such shares pursuant to the Dissent Procedures, and shall not be paid an amount equal entitled to any other payment or consideration, including any payment under the Arrangement had such fair valueholders not exercised their Dissent Rights; or (b) is for any reason are ultimately not entitled to be paid fair value for their Dissenting its Orezone Shares, will shall be deemed to have participated in the Arrangement as of the Effective Time on the same basis terms and at the same time as a non-dissenting Cangold Dissenting Orezone Shareholder and will receive Great Panther Shares on shall be issued only the same basis as every other non-dissenting Cangold Shareholder; but in no case will Cangold be required to recognize such persons as holding Cangold Shares on or after the Effective Date. 6.3 If a Cangold Shareholder exercises the Dissent Right, Great Panther will, on the Effective Date, set aside a number of Great Panther Shares consideration which is attributable under the Arrangement to the Cangold Shares for which Dissent Rights have been exercised. If the dissenting Cangold Shareholder is ultimately not entitled to be paid fair value for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Cangold Shareholders and Great Panther will distribute to such Cangold Shareholder the Great Panther Shares that the Cangold an Orezone Shareholder is entitled to receive pursuant under the Arrangement as if such Dissenting Orezone Shareholder would not have exercised Dissent Rights. 12. In no case shall IAMGOLD, Orezone or New Orezone be required to recognize a Dissenting Orezone Shareholder as an Orezone Shareholder at and after the terms Effective Time, and the names of such Dissenting Orezone Shareholders shall be removed from the Arrangement. If a Cangold Shareholder duly complies with share register of Orezone at the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, Great Panther will pay the amount to be paid in respect of the Dissenting SharesEffective Time.

Rights of Dissent. 6.1 Notwithstanding Section 3.1, holders 4.1 Each registered holder of Cangold Zodiac Shares may exercise rights of shall have the right to dissent (the “Dissent Rights”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in sections 242 to 247 of the BCBCA (collectively, the “Dissent Procedures”). 6.2 Cangold Shareholders who duly and validly exercise Dissent Rights with respect to their Cangold the Arrangement in accordance with the Interim Order. A Dissenting Shareholder shall, on the Effective Date, cease to have any rights as a holder of Zodiac Shares (“Dissenting Shares”) and who: (a) are ultimately shall only be entitled to be paid the fair value for their of the Zodiac Shareholder's Zodiac Shares. A Dissenting Shareholder who is paid the fair value of the holder's Zodiac Shares will shall be deemed to have transferred their Dissenting the holder's Zodiac Shares to Great Panther and shall be paid an amount equal to such fair value; or (b) Zodiac as applicable, for cancellation on the Effective Date, notwithstanding the provisions of Section 191 of the ABCA. A Dissenting Shareholder who for any reason are ultimately is not entitled to be paid the fair value for their Dissenting of the holder's Zodiac Shares, will shall be deemed to have treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting Cangold Shareholder and will receive Great Panther holder of Zodiac Shares. Notwithstanding the provisions of Section 191 of the ABCA, the fair value of the Zodiac Shares shall be determined as of the close of business on the same basis as every other non-dissenting Cangold Shareholderlast Business Day before the day on which the Arrangement is approved by the applicable Zodiac Shareholders at the meeting of Zodiac Shareholders to approve the Arrangement; but in no case will Cangold event shall AcquisitionCo be required to recognize such persons Dissenting Shareholder as holding Cangold Shares on or a shareholder of Zodiac after the Effective Date. 6.3 If a Cangold Shareholder exercises Time and the Dissent Right, Great Panther will, on names of such holders shall be removed from the applicable register of Zodiac Shareholders as at the Effective DateTime. For greater certainty, set aside a number in addition to any other restrictions in Section 191 of Great Panther Shares which is attributable under the ABCA, no Person who has voted in favour of the Arrangement shall be entitled to exercise Dissent Rights with respect to the Cangold Shares for which Dissent Rights have been exercised. If the dissenting Cangold Shareholder is ultimately not entitled to be paid fair value for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Cangold Shareholders and Great Panther will distribute to such Cangold Shareholder the Great Panther Shares that the Cangold Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Cangold Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, Great Panther will pay the amount to be paid in respect of the Dissenting Shares.