Common use of Underwriters’ Fees and Expenses Clause in Contracts

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the legal counsel for the Underwriters. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' Expenses. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters' Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "“Underwriters' ’ Expenses"”) reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the legal counsel for the UnderwritersUnderwriters (to a maximum of $75,000 in legal fees plus taxes and disbursements). Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' ’ Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurred. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter Dundee and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter has Dundee have the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from sections Articles 7, 10 and 11 hereof and hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Lead Underwriter Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' ’ Fee. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Offered Securities shall be completed, all costs and expenses of or incidental to the sale and delivery of the Offered Securities and of or incidental to all matters in connection with the Offering shall be borne by the Company, and the Company shall reimburse the Underwriters for any and all expenses related to reasonably incurred by the OfferingUnderwriters, including all fees including, without limitation and disbursements of its own legal counselfor greater certainty, the “out-of-pocket costs, printing costs and filing fees. The Corporation will pay the pocket” expenses (the "Underwriters' Expenses") reasonably incurred by of the Underwriters in connection with the transactions contemplated herein including, without limitation, and the fees and disbursements of the Underwriters’ legal counsel for up to a maximum of $225,000, excluding applicable taxes and disbursements. 7.3 All fees, expenses and other payments under this Agreement shall be paid without giving effect to any withholding or deduction of any tax or similar governmental assessment. If the Underwriters. Regardless Company is required by law to deduct or withhold any amounts with respect to any such tax or assessment or if any such tax or assessment is required to be paid by the Underwriters or any of whether the transactions contemplated herein are completed their affiliates as a result or notarising out of this Agreement, the Corporation will Company shall pay the Underwriters' Expenses. 6.3 The Corporation Underwriters such additional amounts as shall be entitled required so that the net amount received by the Underwriters from the Company after such deduction, withholding or payment shall equal the amounts otherwise payable to the Underwriters under this Agreement. If any Goods and shall act on any noticeServices Tax, waiverHarmonized Sales Tax, extension and/or provincial sales taxes or other communication given by similar tax is payable with respect to the fees paid or on behalf of payable to the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contraryunder this engagement, the Underwriters agree that will add the Lead Underwriter has amount of such tax to its invoice and the authority to bind Company shall pay the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriterstax.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this AgreementAgreement and under the Engagement Letters, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' ’ Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. 7.2 The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters in connection with the transactions contemplated herein (the “Underwriters’ Expenses”). For greater clarity, the Corporation will pay all costs and expenses related to the Offering, including, without limitation, the fees and disbursements of the all legal counsel and technical consultants for the UnderwritersUnderwriters and all costs and expenses of, incidental to or in connection with: (a) the creation, issuance, sale and distribution of the Offered Securities; (b) the qualification of the Offered Securities for distribution in the Qualifying Jurisdictions and in the U.S.; (c) all filing fees payable under Applicable Securities Laws and U.S. securities laws; (d) listing fees for the Unit Shares and Warrant Shares on the Exchanges; (e) the fees and disbursements of the Corporation’s auditors and legal counsel; (f) the preparation, translation, printing or other production of the Canadian Prospectus, U.S. Prospectus, Registration Statement, Warrant Registration Statement, Permitted Free Writing Prospectus and any “green sheet”; (g) the preparation of audio-visual material, marketing documents and other marketing devices; (h) the “roadshow” and marketing and information meetings; (i) the preparation and printing of certificates representing the Unit Shares, Warrant Shares and Warrants; and (j) the reasonable fees and expenses of the Corporation’s transfer agent and registrar, as well as out-of-pocket costs. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' ’ Expenses. The Underwriters’ Expenses will be payable by the Corporation at the Time of Closing on the Closing Date (and, if applicable, on the Over-Allotment Closing Date) or upon receipt by the Corporation of a detailed invoice from the Underwriters. Notwithstanding the foregoing, in the event the Offering is terminated in accordance with Section 12 hereof the Underwriters will only be reimbursed for their actual accountable out-of-pocket expenses. 6.3 7.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters as advised by the Lead Underwriter Underwriters and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter has Underwriters have the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the legal counsel for the Underwriters. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' Expenses. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 5.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Fee. 6.2 5.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the legal counsel for the UnderwritersUnderwriters (to a maximum of $75,000) plus taxes and disbursements related to such fees. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' Expenses. 6.3 5.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' ’ Fee. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Purchased Shares shall be completed, all costs and expenses related of or incidental to the Offering, including sale and delivery of the Purchased Shares and of or incidental to all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters matters in connection with the transactions contemplated herein shall be borne by the Company except that the Underwriters shall be responsible for their own “out-of-pocket” expenses and the reasonable fees and disbursements of their legal counsel. However, in the event the Offering is terminated due to the failure of the Company to comply with the terms and conditions of this Agreement, then the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters, including, without limitationlimitation and for greater certainty, the “out-of-pocket” expenses of the Underwriters and the reasonable fees and disbursements of the Underwriters’ legal counsel for counsel. 7.3 In the event that GST or HST is payable on the Underwriters. Regardless of whether the transactions contemplated herein are completed or not’ Fee, the Corporation will Company agrees to pay the Underwriters' Expensesamount of GST or HST forthwith upon the request of the Underwriter. 6.3 7.4 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Underwriting Fee. For the avoidance of doubt, the Underwriting Fee will not apply to the common shares of the Company issued pursuant to the Kinross Offering. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Purchased Shares shall be completed, all costs, fees and expenses of or incidental to the creation, issue, sale and distribution of the Purchased Shares and of or incidental to all matters in connection with the transactions herein shall be borne by the Company including (i) all costs incurred in connection with the preparation of documents related to the Offering, including Offering and the Prospectuses; (ii) all expenses and fees of the Underwriters; and (iii) the legal fees and disbursements of its own the Underwriters’ legal counsel, out-of-pocket up to a maximum of $75,000 exclusive of taxes and disbursements. For the avoidance of doubt, no costs, printing costs and filing fees. The Corporation will pay the fees or expenses (the "Underwriters' Expenses") reasonably incurred by shall be paid to the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the legal counsel for the Underwriters. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' ExpensesKinross Offering. 6.3 7.3 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 5.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Underwriters Fee. 6.2 5.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "“Underwriters' ’ Expenses"”) reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, travel costs, costs associated with any “roadshow” undertaken and the fees and disbursements of the legal counsel for the UnderwritersUnderwriters (to a maximum of $75,000) plus taxes and disbursements related to such fees. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' ’ Expenses. 6.3 5.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Underwriting Fee. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Common Shares shall be completed, all costs and expenses related of or incidental to the Offering, including sale and delivery of the Common Shares and of or incidental to all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters matters in connection with the transactions contemplated herein shall be borne by the Company including (i) the Underwriters “out-of-pocket” expenses and (ii) the legal fees and disbursements of the Underwriters’ legal counsel to a maximum of $80,000 (exclusive of disbursements and applicable taxes). However, in the event the Offering is terminated due to the failure of the Company to comply with the terms and conditions of this Agreement, then the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters, including, without limitationlimitation and for greater certainty, the “out-of-pocket” expenses of the Underwriters and the fees and disbursements of the Underwriters’ legal counsel for the Underwriters. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' Expensescounsel. 6.3 7.3 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Co-Lead Underwriter Underwriters and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that the Co-Lead Underwriter has Underwriters have the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' ’ Fee. 6.2 The Corporation Underwriters will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, be responsible for the fees and disbursements of the Underwriters’ legal counsel for and all out-of-pocket expenses of the Underwriters (the “Underwriters’ Expenses”). All other expenses of or incidental to the creation, issue, delivery and marketing of the Offering shall be borne by the Corporation, including, without limitation, printing costs, filing fees, cost of the Corporation’s legal and accounting advisors, cost of the certificates and fees of the transfer agent and registrar. In the event that the Offering is terminated, other than by reason of default of the Underwriters. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters' Expenses, including those of the Underwriters’ legal counsel, up to a maximum of $100,000. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter Scotia and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter Scotia has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters other than with respect to obligations arising from sections 7any consent to a settlement pursuant to section 10, 10 and 11 hereof and which consent shall be given by the Lead Underwriter shall consult with Indemnified Party, a notice of termination pursuant to section 11, which notice may be given by any of the Underwriters regarding exercising such right, or any circumstance or matter waiver of any condition set forth in section 8 hereof, which waiver shall be binding upon an Underwriter only if such waiver is of such a nature that it would reasonably require consideration in writing and signed by the UnderwritersUnderwriter exercising such waiver.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Fee. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Offered Securities shall be completed, all costs and expenses of or incidental to the sale and delivery of the Offered Securities and of or incidental to all matters in connection with the Offering shall be borne by the Company, and the Company shall reimburse the Underwriters for any and all expenses related to reasonably incurred by the OfferingUnderwriters, including all fees including, without limitation and disbursements of its own legal counselfor greater certainty, the "out-of-pocket costs, printing costs and filing fees. The Corporation will pay the pocket" expenses (the "Underwriters' Expenses") reasonably incurred by of the Underwriters in connection with the transactions contemplated herein including, without limitation, and the fees and disbursements of the Underwriters' legal counsel for up to a maximum of $85,000.00, excluding applicable taxes and disbursements. 7.3 All fees, expenses and other payments under this Agreement shall be paid without giving effect to any withholding or deduction of any tax or similar governmental assessment. If the Underwriters. Regardless Company is required by law to deduct or withhold any amounts with respect to any such tax or assessment or if any such tax or assessment is required to be paid by the Underwriters or any of whether the transactions contemplated herein are completed their affiliates as a result or notarising out of this Agreement, the Corporation will Company shall pay the Underwriters' Expenses. 6.3 The Corporation Underwriters such additional amounts as shall be entitled required so that the net amount received by the Underwriters from the Company after such deduction, withholding or payment shall equal the amounts otherwise payable to the Underwriters under this Agreement. If any Goods and shall act on any noticeServices Tax, waiverHarmonized Sales Tax, extension and/or provincial sales taxes or other communication given by similar tax is payable with respect to the fees paid or on behalf of payable to the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contraryunder this engagement, the Underwriters agree that will add the Lead Underwriter has amount of such tax to its invoice and the authority to bind Company shall pay the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriterstax.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Underwriting Fee. 6.2 The Corporation will pay Whether or not the purchase and sale of the Units shall be completed, all costs and expenses related of or incidental to the Offering, including sale and delivery of the Units and of or incidental to all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters matters in connection with the transactions contemplated herein shall be borne by the Company including (i) the Underwriters “out-of-pocket” expenses and (ii) the legal fees and disbursements of the Underwriters’ legal counsel to a maximum of $40,000 (plus disbursements and applicable taxes). However, in the event the Offering is terminated due to the failure of the Company to comply with the terms and conditions of this Agreement, then the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters, including, without limitationlimitation and for greater certainty, the “out-of-pocket” expenses of the Underwriters and the fees and disbursements of the Underwriters’ legal counsel for counsel. All expenses incurred by the Underwriters. Regardless of whether Underwriters or on their behalf shall be payable by the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' ExpensesCompany immediately upon receiving an invoice therefor. 6.3 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Co-Lead Underwriter Underwriters and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that the Co-Lead Underwriter has Underwriters have the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' FeeUnderwriting Fee and to issue to the Underwriters the Compensation Options. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Offered Securities shall be completed, all costs and expenses related of or incidental to the Offeringsale and delivery of the Offered Securities and of or incidental to all matters in connection with the Offering shall be borne by the Company, including all fees and disbursements of its own legal counselthe Company shall reimburse the Underwriters for the expenses reasonably incurred by the Underwriters, including, without limitation and for greater certainty, the "out-of-pocket costspocket" expenses of the Underwriters, printing costs up to a maximum of $10,000 and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the Underwriters' legal counsel up to a maximum of $100,000, excluding taxes and disbursements. However, in the event the Offering is terminated due to the failure of the Company to comply with the terms and conditions of this Agreement, then the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters. Regardless of whether the transactions contemplated herein are completed or not, including, without limitation and for greater certainty, the Corporation will pay "out-of-pocket" expenses of the Underwriters and the reasonable fees and disbursements of the Underwriters' Expenseslegal counsel. 6.3 The Corporation 7.3 All fees, expenses and other payments under this Agreement shall be entitled paid free and clear of any withholding or deduction of any tax except as required by law. If the Company is required by law to deduct or withhold any amounts with respect to any tax (other than tax on net income) or if any such tax is required to be paid by the Underwriters or any of their affiliates as a result or arising out of this Agreement, the Company shall pay the Underwriters such additional amounts as are necessary to ensure that the net amount received by the Underwriters from the Company after such deduction, withholding or payment (including any deduction, withholding or payment required on additional amounts payable under this Section 7.3) shall equal the amounts otherwise payable to the Underwriters under this Agreement. If any goods and shall act on any noticeservices tax, waiver, extension harmonized sales tax or provincial sales taxes or other communication given by similar tax is payable with respect to the fees paid or on behalf of payable to the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contraryunder this Agreement, the Underwriters agree that will add the Lead Underwriter has amount of such tax to its invoice and the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as Company shall pay such matters relate tax directly to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' ’ Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters in connection with the transactions contemplated herein (the “Underwriters’ Expenses”). For greater clarity, the Corporation will pay all costs and expenses related to the Offering, including, without limitation, the fees and disbursements of the all legal counsel for the Underwriters. Underwriters and all costs and expenses of, incidental to or in connection with: (a) the creation, issuance, sale and distribution of the Offered Units; (b) the qualification of the Offered Units for distribution in the Qualifying Jurisdictions and in the U.S.; (c) all filing fees payable under Applicable Securities Laws and U.S. securities laws; (d) listing fees for the Units Shares, Warrants and Warrant Shares on the Exchanges; (e) the fees and disbursements of the Corporation’s auditors and legal counsel; (f) the preparation, translation, printing or other production of the Canadian Prospectus, U.S. Prospectus, Registration Statement, Warrant Registration Statement, Permitted Free Writing Prospectus and any “green sheet”; (g) the preparation of audio-visual material, marketing documents and other marketing devices; (h) the “roadshow” and marketing and information meetings; (i) the preparation and printing of certificates representing the Unit Shares, Warrant Shares and Warrants; and (j) the fees and expenses of the Corporation’s transfer agent and registrar, as well as out-of-pocket costs.. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' Expenses’ Expenses in an amount not to exceed $1,250,000. The Underwriters’ Expenses will be payable by the Corporation at the Time of Closing on the Closing Date (and, if applicable, on the Over-Allotment Closing Date) or upon receipt by the Corporation of a detailed invoice from the Underwriters. Notwithstanding the foregoing, in the event the Offering is terminated in accordance with Section 11 hereof the Underwriters will only be reimbursed for their actual accountable out-of-pocket expenses in an amount not to exceed $1,250,000. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Underwriting Fee. For the avoidance of doubt, the Underwriting Fee will not apply to the common shares of the Company issued pursuant to the Kinross Offering. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Purchased Shares shall be completed, all costs, fees and expenses of or incidental to the creation, issue, sale and distribution of the Purchased Shares and of or incidental to all matters in connection with the transactions herein shall be borne by the Company including (i) all costs incurred in connection with the preparation of documents related to the Offering, including Offering and the Prospectuses; (ii) all expenses and fees of the Underwriters; and (iii) the legal fees and disbursements of its own the Underwriters' legal counsel, out-of-pocket up to a maximum of $75,000 exclusive of taxes and disbursements. For the avoidance of doubt, no costs, printing costs and filing fees. The Corporation will pay the fees or expenses (the "Underwriters' Expenses") reasonably incurred by shall be paid to the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the legal counsel for the Underwriters. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' ExpensesKinross Offering. 6.3 7.3 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this AgreementAgreement and under the Bid Letter, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' ’ Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. 7.2 The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters in connection with the transactions contemplated herein (the “Underwriters’ Expenses”). For greater clarity, the Corporation will pay all costs and expenses related to the Offering, including, without limitation, the fees and disbursements of the all legal counsel and technical consultants for the UnderwritersUnderwriters and all costs and expenses of, incidental to or in connection with: (a) the creation, issuance, sale and distribution of the Offered Securities; (b) the qualification of the Offered Securities for distribution in the Qualifying Jurisdictions; (c) all filing fees payable under Applicable Securities Laws; (d) listing fees for the Convertible Debentures, Additional Convertible Debentures and Debenture Shares and the Additional Shares on the Exchanges; (e) the fees and disbursements of the Corporation’s auditors and legal counsel; (f) the preparation, translation, printing or other production of the Prospectus and the U.S. Preliminary Offering Memorandum and U.S. Final Offering Memorandum; (g) the preparation of audio-visual material, marketing documents and other marketing devices; (h) the preparation and printing of certificates, if any, representing the Convertible Debentures, Additional Convertible Debentures and Debenture Shares; and (i) the reasonable fees and expenses of the Trustee and the Corporation’s transfer agent and registrar, as well as out-of-pocket costs. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' ’ Expenses. The Underwriters’ Expenses will be payable by the Corporation at the Time of Closing on the Closing Date (and, if applicable, on the Over- Allotment Closing Date) or upon receipt by the Corporation of a detailed invoice from the Underwriters. Notwithstanding the foregoing, in the event the Offering is terminated in accordance with Section 12 hereof the Underwriters will only be reimbursed for their actual accountable out-of-pocket expenses. 6.3 7.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters as advised by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation and the Lead Underwriter in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters the Underwriters’ Commission and issue to the Underwriters the Underwriters’ Warrants, at the time and in the manner specified in this Agreement, the Underwriters' Fee. 6.2 The right to purchase an Underwriters’ Warrant Share under an Underwriters’ Warrant may be exercised at any time until the close of business on the day which is 24 months from the Closing Date at a price of $1.60 per Underwriters’ Warrant Share. 6.3 The Underwriters’ Warrants will be non-transferable, except as permitted by Applicable Securities Laws and the policies of the Exchange. 6.4 The certificates representing the Underwriters’ Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Underwriters’ Warrant Shares issued upon exercise of the Underwriters’ Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Corporation’s common shares, the payment of stock dividends and the amalgamation of the Corporation. 6.5 The issue of the Underwriters’ Warrants will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Underwriters’ Warrants may be exercised. 6.6 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the Canadian legal counsel for the UnderwritersUnderwriters (to a maximum of $30,000 in legal fees plus taxes and disbursements). Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' Expenses. 6.3 6.7 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter Canaccord Genuity and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter has Canaccord Genuity have the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter Canaccord Genuity shall not have the authority to bind the Underwriters with respect to obligations arising from sections Articles 7, 10 and 11 hereof and hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Lead Underwriter Underwriters. Canaccord Genuity shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters Underwriter to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the UnderwritersUnderwriter, at the time and in the manner specified in this Agreement, the Underwriters' Underwriter’s Fee. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Purchased Shares shall be completed, all costs and expenses of or incidental to the sale and delivery of the Purchased Shares and of or incidental to all matters in connection with the Offering shall be borne by the Company, and the Company shall reimburse the Underwriter for any and all expenses related to reasonably incurred by the OfferingUnderwriter, including all fees including, without limitation and disbursements of its own legal counselfor greater certainty, the “out-of-pocket costs, printing costs pocket” expenses of the Underwriter and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the Underwriter’s legal counsel for the Underwriters. Regardless up to a maximum of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' Expenses$300,000 excluding taxes and disbursements. 6.3 The Corporation 7.3 All fees, expenses and other payments under this Agreement shall be entitled paid without giving effect to and shall act on any notice, waiver, extension withholding or other communication given deduction of any tax or similar governmental assessment. If the Company is required by law to deduct or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters withhold any amounts with respect to obligations any such tax or assessment or if any such tax or assessment is required to be paid by the Underwriter or any of their affiliates as a result or arising out of this Agreement, the Company shall pay the Underwriter such additional amounts as shall be required so that the net amount received by the Underwriter from sections 7the Company after such deduction, 10 withholding or payment shall equal the amounts otherwise payable to the Underwriter under this Agreement. If any Goods and 11 hereof Services Tax, Harmonized Sales Tax, and/or provincial sales taxes or other similar tax is payable with respect to the fees paid or payable to the Underwriter under this engagement, the Underwriter will add the amount of such tax to its invoice and the Lead Company shall pay the Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriterstax.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters' Underwriting Fee. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Common Shares shall be completed, all costs and expenses related of or incidental to the Offering, including sale and delivery of the Common Shares and of or incidental to all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the "Underwriters' Expenses") reasonably incurred by the Underwriters matters in connection with the transactions contemplated herein shall be borne by the Company including (i) the Underwriters "out-of-pocket" expenses and (ii) the legal fees and disbursements of the Underwriters' legal counsel to a maximum of $60,000 (exclusive of disbursements and applicable taxes). However, in the event the Offering is terminated due to the failure of the Company to comply with the terms and conditions of this Agreement, then the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters, including, without limitationlimitation and for greater certainty, the "out-of-pocket" expenses of the Underwriters and the fees and disbursements of the legal counsel for the Underwriters. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters' Expenseslegal counsel. 6.3 7.3 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Co-Lead Underwriter Underwriters and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that the Co-Lead Underwriter has Underwriters have the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from sections 7, 10 and 11 hereof and the Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.