Common use of Scheme Booklet Clause in Contracts

Scheme Booklet. (a) Papillon must consult with B2Gold as to the content of the Scheme Booklet (other than B2Gold Information). (b) B2Gold must consult with Papillon as to the content of B2Gold Information. (c) The parties agree that: (i) the efficient preparation of the Scheme Booklet is in the interests of the parties and Papillon Shareholders; and (ii) they will use all reasonable endeavours and utilise all necessary resources (including management resources and the resources of external advisers) to produce the Scheme Booklet as soon as reasonably practicable and in substantial accordance with the Timetable. (d) B2Gold’s obligations under clauses 5.3(c), 5.3(d) and 5.3(e) relate only to the factual accuracy of B2Gold Information and B2Gold takes no responsibility for information in the Scheme Booklet other than B2Gold Information. To that end, the Scheme Booklet will include a statement: (i) by Papillon that B2Gold is not responsible for any information contained in the Scheme Booklet other than B2Gold Information; and (ii) by B2Gold that Papillon is not responsible for any B2Gold Information contained in the Scheme Booklet. (e) Papillon must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.1(j) and will make such verification material available to B2Gold on request by it. (f) B2Gold must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.3(e) and will make such verification material available to Papillon on request by it. (g) The parties must promptly inform the other if they have any reason to believe that any information in the Scheme Booklet is misleading or deceptive in any material respect (whether by omission or otherwise) whether because of B2Gold Information or otherwise. (h) If there is a dispute as to the content of any part of the Scheme Booklet (including B2Gold Information), the parties must consult in good faith and use their reasonable endeavours to resolve the dispute within two Business Days. If the parties fail to agree on the form or content of the Scheme Booklet: (i) Papillon will have the final decision on the form or content of any Papillon Information; and (ii) B2Gold will have the final decision on the form or content of any B2Gold Information. Even if there is a dispute as to the form or content of the Scheme Booklet and the parties use this procedure, the parties will continue to perform their obligations under this agreement.

Scheme Booklet. (a) Papillon CGA must consult with B2Gold as to the content of the Scheme Booklet (other than B2Gold Information). (b) B2Gold must consult with Papillon CGA as to the content of B2Gold Information. (c) The parties agree that: (i) the efficient preparation of the Scheme Booklet is in the interests of the parties and Papillon CGA Shareholders; and (ii) they will use all reasonable endeavours and utilise all necessary resources (including management resources and the resources of external advisers) to produce the Scheme Booklet as soon as reasonably practicable and in substantial accordance with the Timetable. (d) B2Gold’s 's obligations under clauses 5.3(c), 5.3(d) and 5.3(e) relate only to the factual accuracy of B2Gold Information and B2Gold takes no responsibility for information in the Scheme Booklet other than B2Gold Information. To that end, the Scheme Booklet will include a statement: (i) by Papillon CGA that B2Gold is not responsible for any information contained in the Scheme Booklet other than B2Gold Information; and (ii) by B2Gold that Papillon the CGA is not responsible for any B2Gold Information contained in the Scheme Booklet. (e) Papillon CGA must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.1(j) and will make such verification material available to B2Gold on request by it. (f) B2Gold must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.3(e) and will make such verification material available to Papillon CGA on request by it. (g) The parties must promptly inform the other if they have any reason to believe that any information in the Scheme Booklet is misleading or deceptive in any material respect (whether by omission or otherwise) whether because of B2Gold Information or otherwise. (h) If there is a dispute as to the content of any part of the Scheme Booklet (including B2Gold Information), the parties must consult in good faith and use their reasonable endeavours to resolve the dispute within two Business Days. If the parties fail to agree on the form or content of the Scheme Booklet: (i) Papillon CGA will have the final decision on the form or content of any Papillon CGA Information; and (ii) B2Gold will have the final decision on the form or content of any B2Gold Information. Even if there is a dispute as to the form or content of the Scheme Booklet and the parties use this procedure, the parties will continue to perform their obligations under this agreement.

Scheme Booklet. (a) Papillon IOR must consult with B2Gold Aevum as to the content of the Scheme Booklet (other than B2Gold Aevum Information). (b) B2Gold Aevum must consult with Papillon IOR as to the content of B2Gold Aevum Information. (c) The parties agree that: (i) the efficient preparation of the Scheme Booklet is in the interests of the parties and Papillon IOR Shareholders; and (ii) they will use all reasonable endeavours and utilise all necessary resources (including management resources and the resources of external advisers) to produce the Scheme Booklet as soon as reasonably practicable and in substantial accordance with the Timetable. (d) B2Gold’s Aevum's obligations under clauses 5.3(c5.2(e), 5.3(d5.2(f) and 5.3(e5.2(g) relate only to the factual accuracy of B2Gold Aevum Information and B2Gold Aevum takes no responsibility for information in the Scheme Booklet other than B2Gold Aevum Information. To that end, the Scheme Booklet will include a statement: (i) by Papillon Aevum that B2Gold is Aevum Indemnified Parties are not responsible for any information contained in the Scheme Booklet other than B2Gold Aevum Information; and (ii) by B2Gold IOR that Papillon is the IOR Indemnified Parties are not responsible for any B2Gold Aevum Information contained in the Scheme Booklet. (e) Papillon IOR must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.1(j5.1(g) and will make such verification material available to B2Gold Aevum on request by it. (f) B2Gold Aevum must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.3(e5.2(g) and will make such verification material available to Papillon IOR on request by it.it.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ (g) The parties must promptly inform the other if they have any reason to believe that any information in the Scheme Booklet is misleading or deceptive in any material respect (whether by omission or otherwise) whether because of B2Gold Aevum Information or otherwise. (h) If there is a dispute as to the content of any part of the Scheme Booklet (including B2Gold Aevum Information), the parties must consult in good faith and use their reasonable endeavours to resolve the dispute within two 2 Business Days. If the parties fail to agree on the form or content of the Scheme BookletBooklet and: (i) Papillon will have the final decision on disagreement relates to the form or content of any Papillon InformationAevum Information contained in the Scheme Booklet, the Aevum Board will, acting in good faith, decide the final form or content of the disputed part of the Aevum Information and IOR must make such amendments as Aevum requires; andor (ii) B2Gold will have the final decision on disagreement relates to the form or content of any B2Gold Informationother part of the Scheme Booklet, the IOR Board will, acting in good faith, decide the final form or content of the disputed part of the Scheme Booklet. Even if there is a dispute as to the form or content of the Scheme Booklet and the parties use this procedure, the parties will continue to perform their obligations under this agreement.

Scheme Booklet. (a) Papillon Coalspur must consult with B2Gold KCE as to the content of the Scheme Booklet (other than B2Gold KCE Information). (b) B2Gold KCE must consult with Papillon Coalspur as to the content of B2Gold KCE Information. (c) The parties agree that: (i) the efficient preparation of the Scheme Booklet is in the interests of the parties and Papillon Coalspur Shareholders; and (ii) they will use all reasonable endeavours and utilise all necessary resources (including management resources and the resources of external advisers) to produce the Scheme Booklet as soon as reasonably practicable and in substantial accordance with the Timetable. (d) B2Gold’s KCE's obligations under clauses 5.3(c6.3(c), 5.3(d6.3(d) and 5.3(e6.3(e) relate only to the factual accuracy of B2Gold KCE Information and B2Gold KCE takes no responsibility for information in the Scheme Booklet other than B2Gold KCE Information. To that end, the Scheme Booklet will include a statementstatement to the effect that: (i) by Papillon that B2Gold Coalspur has provided, and is not responsible for any information contained for, the Coalspur Information in the Scheme Booklet other than B2Gold Booklet, and that KCE and its directors, officers and advisors do not assume any responsibility for the accuracy or completeness of the Coalspur Information; (ii) KCE has provided, and is responsible for, the KCE Information in the Scheme Booklet, and that Coalspur and its directors, officers and advisors do not assume any responsibility for the accuracy or completeness of the KCE Information; and (iiiii) by B2Gold the Independent Expert has provided, and is responsible for, the Independent Expert’s Report, and that Papillon is not responsible neither Coalspur, KCE, nor their respective directors, officers or advisors assume any responsibility for any B2Gold Information contained in the Scheme Bookletaccuracy or completeness of the Independent Expert’s Report. (e) Papillon Coalspur must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.1(j6.1(j) and will make such verification material available to B2Gold KCE on request by it. (f) B2Gold KCE must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.3(e) and will make such verification material available to Papillon on request by it6.3(e). (g) The parties must promptly inform the other if they have any reason to believe that any information in the Scheme Booklet is or has become misleading or deceptive in any material respect (whether by omission or otherwise) whether because of B2Gold KCE Information or otherwise. (h) If there is a dispute as to the content of any part of the Scheme Booklet (including B2Gold KCE Information), the parties must consult in good faith and use their reasonable endeavours to resolve the dispute within two Business Days. If the parties fail to agree on the form or content of the Scheme Booklet: (i) Papillon Coalspur will have the final decision on the form or content of any Papillon Coalspur Information; and (ii) B2Gold KCE will have the final decision on the form or content of any B2Gold KCE Information. Even if there is a dispute as to the form or content of the Scheme Booklet and the parties use this procedure, the parties will continue to perform their obligations under this agreement.