Common use of U.S. Securities Law Exemption Clause in Contracts

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties each agree that the Plan of Arrangement will be carried out with the intention that (i) all Pan American Shares and CVRs to be issued to Tahoe Shareholders in exchange for their Tahoe Shares pursuant to the Plan of Arrangement, as applicable, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (ii) all Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to the Plan of Arrangement will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” as defined in Rule 144 thereunder; and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of the Effective Date, Pan American will register the CVRs under Section 12(g) of the U.S. Exchange Act, Pan American and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Optionholders entitled to received Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Pan American Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. 9.1 The Parties intend (a) that the Arrangement will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) and (a)(2)(D) of the Code and (b) that this Agreement and the Plan of Arrangement will constitute, and the Parties hereby adopt them as, a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated thereunder for purposes of Sections 354 and 361 of the Code. The Parties shall not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Parties shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code that such treatment if not correct. 9.2 The Merger is intended to qualify as an amalgamation for the purposes of subsection 87(1) of the Tax Act.

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all: (ia) all Pan American Consideration Shares and CVRs to be issued to Tahoe Company Shareholders in exchange for their Tahoe Shares pursuant to the Plan of Arrangement, as applicable, United States under the Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; and (iib) all Replacement Options to be issued to Tahoe Company Optionholders in the United States in exchange for their Tahoe Company Options outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement Arrangement, in each case, will be issued and exchanged in reliance upon on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” as defined in Rule 144 thereunder; applicable state securities laws, and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under terms, conditions and procedures set forth in the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legendArrangement Agreement. Pan American covenants that as of the Effective Date, Pan American will register the CVRs under Section 12(g) of the U.S. Exchange Act, Pan American and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Company Optionholders entitled to received receive Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American the Purchaser in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises exercise of such Replacement Options; therefore, the underlying Pan American Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. United States in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. 9.1 The Parties intend (a) that the Arrangement will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) and (a)(2)(D) of the Code and (b) that this Agreement and the Plan of Arrangement will constitute, and the Parties hereby adopt them as, a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated thereunder for purposes of Sections 354 and 361 of the Code. The Parties shall not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Parties shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code that such treatment if not correct. 9.2 The Merger is intended to qualify as an amalgamation for the purposes of subsection 87(1) of the Tax Act.

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all: (ia) all Pan American Consideration Shares and CVRs to be issued to Tahoe Shareholders in exchange for their Tahoe Shares pursuant to under the Plan of Arrangement, as applicable, Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; and (iib) all Replacement Options to be issued to Tahoe Optionholders holders of Company Options in exchange for their Tahoe Company Options outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement Arrangement, whether in the United States, Canada or any other country, will be issued and exchanged in reliance upon on the exemption from the registration requirements of the U.S. Securities Act Act, as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” as defined in Rule 144 thereunder; applicable state securities laws, and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under terms, conditions and procedures set forth in the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legendArrangement Agreement. Pan American covenants that as of the Effective Date, Pan American will register the CVRs under Section 12(g) of the U.S. Exchange Act, Pan American and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Company Optionholders entitled to received receive Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American Purchaser in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Pan American Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. 9.1 A. The Parties intend arrangement (aas it may be modified or amended, the “Arrangement”) that under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Gold Standard Ventures Corp. (the “Company”), its shareholders and Orla Mining Ltd. (“Purchaser”), all as more particularly described and set forth in the plan of arrangement (as it may be modified or amended, the “Plan of Arrangement”) attached as Appendix [l] to the Management Information Circular of the Company dated [l], 2022 (the “Information Circular”), and all transactions contemplated thereby, are hereby authorized, approved and adopted. B. The Arrangement Agreement dated as of June 12, 2022 between the Company and the Purchaser, as it may be amended, modified or supplemented from time to time (the “Arrangement Agreement”), and the transactions contemplated therein, the actions of the directors of the Company in approving the Arrangement will qualify as a “reorganization” within and the meaning of Section 368(a)(1)(A) Arrangement Agreement and (a)(2)(D) the actions of the Code directors and officers of the Company in executing and delivering the Arrangement Agreement and causing the performance by the Company of its obligations thereunder are hereby confirmed, ratified, authorized and approved. C. The Company is hereby authorized to apply for a final order from the Supreme Court of British Columbia (bthe “Court”) that this to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement. D. Notwithstanding that this resolution has been passed (and the Arrangement will constituteapproved and agreed to) by shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered without further notice to or approval of any shareholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or Plan of Arrangement and (ii) not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement). E. Any director or officer of the Company is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the Parties hereby adopt them as, a “plan of reorganization” within the meaning intent of the U.S. Treasury Regulations promulgated thereunder for purposes foregoing paragraphs of Sections 354 and 361 of the Code. The Parties shall not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a)(1) of the Code, these resolutions and the Parties shall not take any position on any Return matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or otherwise take any Tax reporting position inconsistent with the doing of such treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code that such treatment if not correctact or thing. 9.2 The Merger is intended to qualify as an amalgamation for the purposes of subsection 87(1) of the Tax Act.

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties each agree that the Plan of Arrangement will be carried out with the intention that (i) all Pan American Shares and CVRs to be issued to Tahoe Shareholders in exchange for their Tahoe Shares pursuant to the Plan of Arrangement, as applicable, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (ii) all Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to the Plan of Arrangement will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” as defined in Rule 144 thereunder; and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of the Effective Date, Pan American will register the CVRs under Section 12(g) of the U.S. Exchange Act, Pan American and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Optionholders entitled to received Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Pan American Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. 9.1 The Parties intend (a) that the Arrangement will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) and (a)(2)(D) of the Code and (b) that this Agreement and the Plan of Arrangement will constitute, and the Parties hereby adopt them as, a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated thereunder for purposes of Sections 354 and 361 of the Code. The Parties shall not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Parties shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code that such treatment if not correct. 9.2 The Merger is intended to qualify as an amalgamation for the purposes of subsection 87(1) of the Tax Act.. SCHEDULE B TO THE ARRANGEMENT AGREEMENT TAHOE RESOLUTION BE IT RESOLVED THAT: 1. The arrangement (as it may be modified or amended, the “Arrangement”) under Section 288 of the Business Corporations Act (British Columbia) (the “BCBCA”) of Tahoe (“Tahoe”), as more particularly described and set forth in the management information circular (the “Circular”) of Tahoe dated [●], 2018 accompanying the notice of this meeting, is hereby authorized, approved and adopted; 2. The plan of arrangement, as it may be or has been amended (the “Plan of Arrangement”), involving Tahoe and implementing the Arrangement, the full text of which is set out in Appendix [●] to the Circular (as the Plan of Arrangement may be, or may have been, modified or amended), is hereby approved and adopted; 3. The arrangement agreement (the “Arrangement Agreement”) between Tahoe and Pan American, dated November 14, 2018, the actions of the directors of Tahoe in approving the Arrangement and the actions of the officers of Tahoe in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved; 4. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of Tahoe or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of Tahoe are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Tahoe: (a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement; 5. Any officer or director of Tahoe is hereby authorized and directed for and on behalf of Tahoe to execute, under the seal of the Tahoe or otherwise, and to deliver such documents as are necessary to desirable to the Registrar under the BCBCA in accordance with the Arrangement Agreement for filing; and 6. Any officer or director of Tahoe is hereby authorized and directed for and on behalf of Tahoe to execute and deliver, whether under corporate seal of Tahoe or not, all such agreements, forms waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of Tahoe, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Tahoe; such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing. SCHEDULE C TO THE ARRANGEMENT AGREEMENT PAN AMERICAN RESOLUTIONS BE IT RESOLVED THAT: 1. The maximum number of common shares (the “Pan American Shares”) without par value that Pan American (“Pan American”) is authorized to issue, of which [●] are issued and outstanding, be increased from 200,000,000 Pan American Shares without par value to [●] Pan American Shares without par value and the authorized share structure and the Notice of Articles of Pan American be altered accordingly; 2. The holders of Pan American Shares understand and, pursuant to the rules of the Toronto Stock Exchange, approve: (a) the issuance of up to [●] Pan American common shares, including those issuable upon conversion of “CVRs” and the exercise of “Replacement Options”, to previous shareholders and optionholders of Tahoe (“Tahoe”), as the case may be, in accordance with the arrangement described in the Management Proxy Circular of Pan American dated [●], 2018 (the “Circular”), the arrangement agreement between Tahoe and Pan American dated November 14, 2018 (the “Arrangement Agreement”), and the related plan of arrangement (the “Plan of Arrangement”), the full text of which is set out in Appendix [●] to the Circular, representing approximately [●] of the currently outstanding Pan American Shares; (b) the resulting material effect of control that the issuance may have as Tahoe could hold up to approximately [●]% of Pan American, on a non-diluted basis; 3. Notwithstanding that this resolution has been passed by the shareholders of Pan American, the directors of Pan American are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Pan American: (a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement; and 4. Any officer or director of Pan American is hereby authorized and directed for and on behalf of Pan American to execute and deliver, whether under corporate seal of Pan American or not, all such agreements, forms waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of Pan American, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Pan American; such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing. SCHEDULE D TO THE ARRANGEMENT AGREEMENT KEY REGULATORY APPROVALS Conditional listing approval from the Toronto Stock Exchange for the Pan American Shares issued pursuant to the Plan of Arrangement and the Pan American Shares issuable pursuant to the CVRs and Pan American Options issued pursuant to the Plan of Arrangement. SCHEDULE E TO THE ARRANGEMENT AGREEMENT TAHOE LOCKED-UP SHAREHOLDERS Name of Shareholder Address of Shareholder Number of Tahoe Shares* Number of Tahoe Options* Number of Tahoe DSAs* Number of Tahoe PSAs* Xxxxx X. Jakusconek Xxxxxxx, Xxxxxxx, Xxxxxx Xxxxxxx X. Jeannes Reno, Nevada, United States 43,375 0 0 0 Xxxxx X. Xxxxx Vancouver, British Columbia, Canada X. Xxxxx XxXxxxxx Reno, Nevada, United States 3,769,33 5 145,000 10,000 0 Xxxx X. Xxxx Calgary, Alberta, Canada X. Xxx Xxxxx Reno, Nevada, United States Xxxx X. Xxxxxxx Vancouver, British Columbia, Canada Xxxxx X. Xxxxxxxx Reno, Nevada, United States 164,000 150,000 66,000 000,000 Xxxxxxx X. Xxxxxxxxxx Xxxxxx, Ontario, Canada 119,625 0 0 0 Xxxxx Xxxxxxx Reno, Nevada, United States 239,721 276,900 29,200 33,400 Xxxxxx X. Xxxxx, Xx. Grand Junction, Colorado, United States 28,000 214,500 26,300 31,200 Xxxx Xxxxxxxxxx Reno, Nevada, United States 150,000 330,300 43,700 54,400 E-2 Name of Shareholder Address of Shareholder Number of Tahoe Shares* Number of Tahoe Options* Number of Tahoe DSAs* Number of Tahoe PSAs* Xxxxxxxxx Xxxxxx XxXxxxxx Reno, Nevada, United States 62,515 300,300 43,700 54,400 Xxxx Xxxxxx Reno, Nevada, United States 86,000 276,300 28,900 32,200 *As at the date of this Agreement. SCHEDULE F TO THE ARRANGEMENT AGREEMENT PAN AMERICAN LOCKED-UP SHAREHOLDERS Name of Shareholder Address of Shareholder Number of PAS Shares* Number of PAS Options* Number of PAS RSUs* Number of PAS PSUs* Xxxx Xxxxx Vancouver, British Columbia, Canada Xxxxxxx Xxxxx Xxxxxxx Walnut Creek, California, United States Xxxx xx Xxxxxx Vancouver, British Columbia, Canada 21,546 12,245 0 0 Xxxxx Xxxxxxx Press West Vancouver, British Columbia, Canada Xxxxxx Xxxxxx Segsworth West Vancouver, British Columbia, Canada Xxxxxxx Xxxxxxxx Vancouver, British Columbia, Canada 12,778 0 0 0 Xxxxxxx Xxxxxxxxx North Vancouver, British Columbia, Canada 60,168 84,845 22,279 60,385 Xxxxxx Xxxxx Vancouver, British Columbia, Canada 65,228 135,252 8,364 22,565 Alun Xxxxxx Xxxxx Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx 42,236 39,157 11,380 17,456 Xxxx XxXxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx 23,345 26,073 23,675 15,576 F-2 Name of Shareholder Address of Shareholder Number of PAS Shares* Number of PAS Options* Number of PAS RSUs* Number of PAS PSUs* Xxxxxxx Xxxxx Surrey, British Columbia, Canada 26,405 43,981 10,702 00,000 Xxxxxxxxxxx Xxxxxxx San Borja, Lima, Peru 6,372 48,243 3,325 0 Xxxxxxxxxxx Xxxxx Vancouver, British Columbia, Canada 4,979 15,095 4,292 4,202 Xxxxxx Xxxxxxx Xxxxx Surco, Lima, Peru 59,270 8,896 10,815 18,354 Xxxxxx Xxxxxxx Vancouver, British Columbia, Canada 17,160 81,665 5,042 6,512 G-1 SCHEDULE G TO THE ARRANGEMENT AGREEMENT RIGHTS INDENTURE Attached. PAN AMERICAN SILVER CORP. AND MINERA SAN XXXXXX S.A. AND COMPUTERSHARE TRUST COMPANY OF CANADA RIGHTS INDENTURE DATED [●], 2019 TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION .............................................................................................. 1

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Goldcorp and Newmont each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all (i) all Pan American Consideration Shares issued under the Arrangement will be issued by Newmont in exchange for Goldcorp Shares and CVRs (ii) Replacement RSUs to be issued to Tahoe Shareholders holders of Goldcorp RSUs in exchange for their Tahoe Shares Goldcorp RSUs outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, as applicablewhether in the United States, will be issued and exchanged Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act Act, as amended, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (ii) all Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to . To the Plan of Arrangement will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act extent necessary, Newmont shall, on or as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” promptly as defined in Rule 144 thereunder; and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of practicable following the Effective Date, Pan American will file a registration statement on Form S-8 with the SEC to register the CVRs under Section 12(g) issuance of Newmont Shares upon exercises of the Replacement RSUs. Newmont shall use its commercially reasonable efforts ensure that the Consideration Shares shall, at the Effective Time, either be registered or qualified under all applicable U.S. Exchange Actstate securities laws, Pan American or exempt from such registration and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number qualification requirements. Holders of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Optionholders Goldcorp RSUs entitled to received receive Replacement Options RSUs will be advised that the Replacement Options RSUs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American Newmont in reliance on the exemption from registration under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Actthereof, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Optionssecurities; therefore, the underlying Pan American Newmont Shares issuable upon the exercise of the Replacement OptionsRSUs, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under provided by Section 3(a)(10) of the U.S. Securities Act and the Replacement Options RSUs may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. 9.1 The Parties intend (a) that the Arrangement will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) and (a)(2)(D) of the Code and (b) that this Agreement and the Plan of Arrangement will constitute, and the Parties hereby adopt them as, a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated thereunder for purposes of Sections 354 and 361 of the Code. The Parties shall not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Parties shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code that such treatment if not correct. 9.2 The Merger is intended to qualify as an amalgamation for the purposes of subsection 87(1) of the Tax Act.

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Goldcorp and Newmont each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all (i) all Pan American Consideration Shares issued under the Arrangement will be issued by Newmont in exchange for Goldcorp Shares and CVRs (ii) Replacement RSUs to be issued to Tahoe Shareholders holders of Goldcorp RSUs in exchange for their Tahoe Shares Goldcorp RSUs outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, as applicablewhether in the United States, will be issued and exchanged Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act Act, as amended, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (ii) all Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to . To the Plan of Arrangement will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act extent necessary, Newmont shall, on or as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” promptly as defined in Rule 144 thereunder; and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of practicable following the Effective Date, Pan American will file a registration statement on Form S-8 with the SEC to register the CVRs under Section 12(g) issuance of Newmont Shares upon exercises of the Replacement RSUs. Newmont shall use its commercially reasonable efforts ensure that the Consideration Shares shall, at the Effective Time, either be registered or qualified under all applicable U.S. Exchange Actstate securities laws, Pan American or exempt from such registration and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number qualification requirements. Holders of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Optionholders Goldcorp RSUs entitled to received receive Replacement Options RSUs will be advised that the Replacement Options RSUs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American Newmont in reliance on the exemption from registration under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Actthereof, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Optionssecurities; therefore, the underlying Pan American Newmont Shares issuable upon the exercise of the Replacement OptionsRSUs, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under provided by Section 3(a)(10) of the U.S. Securities Act and the Replacement Options RSUs may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. Remaining Life: The period from the Effective Date until the expiry date of the Goldcorp Option Annualized Volatility: Calculated on the Effective Date in accordance with International Financial Reporting Standards and consistent with Goldcorp’s past practice for the period of time prior to the Effective date that is equal to the Remaining Life. Annualized Rate of Quarterly Dividends: To be based on current quarterly dividend on Goldcorp Shares of $0.02 per share Risk Free Rate: To be calculated as of the Effective Date for the Remaining Life. 9.1 (1) The Parties intend arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Goldcorp Inc. (“Goldcorp”), pursuant to the arrangement agreement between Goldcorp and Newmont Mining Corporation dated January 14, 2019, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), as more particularly described and set forth in the management information circular of Goldcorp dated ●, 2019 (the “Circular”), and all transactions contemplated thereby, are hereby authorized, approved and adopted. (2) The plan of arrangement of Goldcorp, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”), the full text of which is set out as Schedule “A” to the Circular, is hereby authorized, approved and adopted. (3) The: (a) that Arrangement Agreement and all the Arrangement will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) and (a)(2)(D) of the Code and transactions contemplated therein, (b) that this actions of the directors of Goldcorp in approving the Arrangement and the Arrangement Agreement, and (c) actions of the directors and officers of Goldcorp in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by Goldcorp of its obligations thereunder, are hereby ratified and approved. (4) Goldcorp is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement will constitute(as they may be, or may have been, modified, supplemented or amended). (5) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the holders of common shares of Goldcorp (the “Goldcorp Shareholders”) entitled to vote thereon or that the Arrangement has been approved by the Court, the directors of Goldcorp are hereby authorized and empowered, without further notice to or approval of the Goldcorp Shareholders: (a) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms, and (b) subject to the Parties terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions. (6) Any officer or director of Goldcorp is hereby adopt them authorized and directed, for and on behalf of Goldcorp, to execute or cause to be executed and to deliver or cause to be delivered, whether under the corporate seal of Goldcorp or otherwise, for filing with the Director under the OBCA, articles of arrangement and all such other documents and instruments and to perform or cause to be performed all such other acts and things as, a “plan in such person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of reorganization” within any such other document or instrument or the meaning doing of any such other act or thing. To approve an amendment and restatement of the U.S. Treasury Regulations promulgated thereunder for purposes Newmont Restated Certificate of Sections 354 Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares. To approve the issuance of shares of Newmont common stock to Goldcorp Inc.’s (“Goldcorp”) shareholders in connection with the arrangement agreement between Goldcorp and 361 of Newmont dated January 14, 2019, as it may be modified, supplemented or amended from time to time in accordance with its terms (the Code. The Parties shall not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the “Arrangement from qualifying as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Parties shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code that such treatment if not correctAgreement”). 9.2 The Merger is intended to qualify as an amalgamation for the purposes of subsection 87(1) of the Tax Act.

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Goldcorp and Newmont each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all (i) all Pan American Consideration Shares issued under the Arrangement will be issued by Newmont in exchange for Goldcorp Shares and CVRs (ii) Replacement RSUs to be issued to Tahoe Shareholders holders of Goldcorp RSUs in exchange for their Tahoe Shares Goldcorp RSUs outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, as applicablewhether in the United States, will be Canada or any other country, are issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act Act, as amended, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (ii) all Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to . To the Plan of Arrangement will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act extent necessary, Newmont shall, on or as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” promptly as defined in Rule 144 thereunder; and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of practicable following the Effective Date, Pan American will file one or more registration statements on Form S-8 with the SEC to register the CVRs issuance of Newmont Shares upon exercises of (i) the Replacement RSUs and (ii) the Goldcorp Options outstanding at the Effective Time (whether vested or unvested). Newmont shall use its commercially reasonable efforts ensure that the Consideration Shares shall, at the Effective Time, either be registered or qualified under Section 12(g) all applicable U.S. state securities laws, or exempt from such registration and qualification requirements. Holders of the U.S. Exchange Act, Pan American and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Optionholders Goldcorp RSUs entitled to received receive Replacement Options RSUs will be advised that the Replacement Options RSUs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American Newmont in reliance on the exemption from registration under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Actthereof, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Optionssecurities; therefore, the underlying Pan American Newmont Shares issuable upon the exercise of the Replacement OptionsRSUs, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under provided by Section 3(a)(10) of the U.S. Securities Act and the Replacement Options RSUs may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. 9.1 The Parties intend (a) . Holders of Goldcorp Options will be advised that Newmont Shares cannot be issued in the Arrangement will qualify as U.S. or to a “reorganization” within person in the meaning of Section 368(a)(1)(A) and (a)(2)(D) U.S. upon the exercises of the Code and (b) that this Agreement and Goldcorp Options unless such shares are issued pursuant to an effective registration statement or a then available exemption from the Plan of Arrangement will constitute, and the Parties hereby adopt them as, a “plan of reorganization” within the meaning registration requirements of the U.S. Treasury Regulations promulgated thereunder Securities Act and applicable state securities laws, if any. Newmont has agreed to apply for purposes of Sections 354 and 361 use its reasonable best efforts to obtain approval of the Code. The Parties shall not take any action, or knowingly fail listing for trading on the NYSE by the Effective Time of the Consideration Shares and the Newmont Shares issuable pursuant to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within upon exercise of (i) the meaning Replacement RSUs and (ii) the Goldcorp Options, subject to official notice of Section 368(a)(1) of the Code, and the Parties shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code that such treatment if not correctissuance. 9.2 The Merger is intended to qualify as an amalgamation for the purposes of subsection 87(1) of the Tax Act.

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Company, Canopy and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all: (ia) all Pan American Consideration Shares and CVRs to be issued in exchange for Company Floating Shares; (b) Replacement Options to be issued to Tahoe Shareholders holders of Company Floating Options in exchange for their Tahoe Shares Company Floating Options pursuant to the Section 0 of this Plan of Arrangement; (c) Replacement Warrants to be issued to holders of Company Floating Warrants in exchange for Company Floating Warrants pursuant to Section 0 of this Plan of Arrangement; and (d) Replacement Share Units to be issued to holders of Company Floating Share Units in exchange for Company Floating Share Units pursuant to Section 0 of this Plan of Arrangement, as applicablewhether in the United States, Canada or any other country, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and similar exemptions under applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (ii) all Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to the Agreement and this Plan of Arrangement Arrangement. Holders of Company Floating Options, Company Floating Warrants and Company Floating Share Units entitled to receive Replacement Options, Replacement Warrants and Replacement Share Units, respectively, will be issued and exchanged in reliance upon advised that the exemption from the registration requirements of provided by the U.S. Securities Act as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” as defined in Rule 144 thereunder; and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of the Effective Date, Pan American will register the CVRs under Section 12(g) of the U.S. Exchange Act, Pan American and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Optionholders entitled to received Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt available for the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Pan American any Canopy Shares issuable upon the exercise or vesting of the applicable Replacement Options, if any, cannot be issued in the U.S. Replacement Warrants or to a person in the U.S. in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities lawsShare Units, if any. 9.1 The Parties intend (a) that the Arrangement will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) and (a)(2)(D) of the Code and (b) that this Agreement and the Plan of Arrangement will constitute, and the Parties hereby adopt them as, a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated thereunder for purposes of Sections 354 and 361 of the Code. The Parties shall not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Parties shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code that such treatment if not correct. 9.2 The Merger is intended to qualify as an amalgamation for the purposes of subsection 87(1) of the Tax Act.