Common use of Rights of Dissent Clause in Contracts

Rights of Dissent. Nothing in this Plan of Arrangement or the transactions contemplated hereby shall affect, reduce or derogate from the rights of Continuance Dissenting Shareholders to be paid fair value by Sulliden (or Amalco as its successor) for their Sulliden Shares under section 378 of the QBCA. A Continuance Dissenting Shareholder shall not be entitled to exercise Arrangement Dissent Rights. Holders of Sulliden Shares (other than Continuance Dissenting Shareholders) may exercise dissent rights ("Arrangement Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 4.1; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Sulliden not later than 4:30 p.m. (Toronto time) on the Business Day immediately preceding the date of the Sulliden Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Sulliden Shares held by them, and in respect of which Dissent Rights have been validly exercised, to Rio Alto, free and clear of all Liens, as provided in Section 2.3(a) above and if they:

Rights of Dissent. Nothing in this Plan of Arrangement or the transactions contemplated hereby shall affect, reduce or derogate from the rights of Continuance Dissenting Registered Class A Shareholders to be paid fair value by Sulliden (or Amalco as its successor) for their Sulliden Shares under section 378 of the QBCA. A Continuance Dissenting Shareholder shall not be entitled to exercise Arrangement Dissent Rights. Holders of Sulliden Shares (other than Continuance Dissenting Shareholders) may exercise dissent rights ("Arrangement Dissent Rights") in connection with the Class A Shareholder Arrangement Resolution and registered Common Shareholders may exercise dissent rights in connection with the Common Shareholder Arrangement Resolution (collectively, “Dissent Rights”) pursuant to and in the manner set forth in Section 185 section 191 of the OBCAABCA, as modified by the Interim Order and this Section 4.13.1; provided that, notwithstanding subsection 185(6191(5) of the OBCAABCA, the written objection to the applicable CFCL Arrangement Resolution referred to in subsection 185(6191(5) of the OBCA ABCA must be received by Sulliden CFCL not later than 4:30 5:00 p.m. (Toronto time) on the second (2nd) Business Day immediately preceding the date of the Sulliden CFCL Meeting (as it may be adjourned or postponed from time to time). Dissenting Class A Shareholders and Dissenting Common Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred transferred: (i) in the Sulliden case of the Dissenting Class A Shareholders, the Dissenting Class A Shares held by them, and in respect of which Dissent Rights have been validly exercised, them to Rio Alto, free and clear of all Liens, the Trust as provided in Section 2.3(a2.3(d)(i); and (ii) above in the case of the Dissenting Common Shareholders, the Dissenting Common Shares held by them to SII as provided in Section 2.3(d)(ii), and if they:

Rights of Dissent. Nothing in this Plan of Arrangement or the transactions contemplated hereby shall affect, reduce or derogate from the rights of Continuance Dissenting (a) Registered Company Shareholders to be paid fair value by Sulliden (or Amalco as its successor) for their Sulliden Shares under section 378 of the QBCA. A Continuance Dissenting Shareholder shall not be entitled to exercise Arrangement Dissent Rights. Holders of Sulliden Shares (other than Continuance Dissenting Shareholders) may exercise dissent rights ("Arrangement “Dissent Rights"”) in connection with respect to the Arrangement Company Shares held by such Company Shareholders pursuant to and in the manner set forth in Section 185 Sections 237 to 247 of the OBCABCBCA, as same may be modified by this Article 4, the Interim Order and this Section 4.1the Final Order; provided that, notwithstanding subsection 185(6(i) Subsection 242(1)(a) of the OBCABCBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6Subsection 242(1)(a) of the OBCA BCBCA must be received by Sulliden Company not later than 4:30 5:00 p.m. (Toronto Vancouver time) on the Business Day that is two (2) Business Days immediately preceding the date of the Sulliden Meeting (as it may be adjourned or postponed from time to time)) and (b) Subsection 245(1) of the BCBCA, Purchaser and not Company will be required to pay the fair value of such Company Shares held by the Dissenting Shareholders and to offer and pay the amount to which such holder is entitled. Dissenting Shareholders who duly that validly exercise their such holder’s Dissent Rights shall be deemed to have transferred the Sulliden Company Shares held by them, such holder and in respect of which Dissent Rights have been validly exercised, exercised to Rio Alto, Purchaser free and clear of all LiensLiens of any kind whatsoever (other than the right to be paid fair value for such Common Shares as set out in this Section 4.1), as provided in Section 2.3(a3.1(a) above and if they: