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

U.S. Securities Law Exemptions. Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) Consideration Shares issued 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 (b) Replacement Options to be issued to holders of Nomad Options in exchange for Nomad Options outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, whether in the United States, Canada or any other country, will be issued 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. Nomad Optionholders entitled to 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 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 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.

U.S. Securities Law Exemptions. Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) all Consideration to be issued in exchange for Company Shares and all Replacement Options to be issued under in exchange for Company Options, whether in the Arrangement United States, Canada or any other country, will be issued and exchanged by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section section 3(a)(10) thereof and available exemptions under applicable U.S. state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement and this Plan of Arrangement. In this regard, the implementation of this Plan of Arrangement shall be conditional upon the fulfillment, satisfaction or waiver of the conditions precedent set forth in the Arrangement Agreement; , in each case in accordance with the terms thereof, including, without limitation, that (i) all necessary actions shall have been taken with respect to the Arrangement so that the issuance and (b) Replacement Options to be distribution of the Consideration issued to holders of Nomad Options in exchange for Nomad Company Shares and the Replacement Options outstanding immediately prior issued in exchange for Company Options pursuant to this Plan of Arrangement shall be exempt from registration under the Effective Time, U.S. Securities Act pursuant to the Plan provisions of Arrangementsection 3(a)(10) of the U.S. Securities Act, whether in and (ii) the United StatesFinal Order will, Canada or any other countryif granted, will be issued in reliance on after the Court considers the substantive and procedural fairness of the Arrangement to the Company Shareholders and the Company Optionholders constitute a basis for the exemption from the registration requirements of the U.S. Securities Act, as Act provided by Section section 3(a)(10) thereof and applicable state securities laws, and pursuant with respect to the terms, conditions and procedures set forth Consideration to be received by Company Shareholders in the Arrangement Agreement. Nomad Optionholders entitled to 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 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 Purchaser exchange for their Company 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 to be exercised issued in exchange for Company Options 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 anyArrangement.

U.S. Securities Law Exemptions. Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) Consideration Shares issued under the Arrangement will be issued and exchanged by the Purchaser 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 Agreementexchange for Detour Shares; and (b) Replacement Options to be issued to holders of Nomad Detour Options in exchange for Nomad Detour Options outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, whether in the United States, Canada or any other country, will be issued 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. Nomad Optionholders Holders of Detour Options entitled to receive Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under exemption provided by the U.S. Securities Act and will be issued by Purchaser in reliance on the exemption from registration under pursuant to Section 3(a)(10) of the U.S. Securities Actthereof, but that such exemption does will not exempt be available for the issuance of securities any Purchaser Shares issuable upon the exercises exercise of such the Replacement Options; therefore, if any. Therefore, the underlying Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot will be issued in "restricted securities" within the U.S. or to a person in the U.S. in reliance upon the exemption from registration meaning of Rule 144 under Section 3(a)(10) of the U.S. Securities Act Act, and the Replacement Options may be issued 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. A. The arrangement (as it may be modified or amended, the "Arrangement") under Section 192 of the Canada Business Corporations Act (the "CBCA") involving Detour Gold Corporation (the "Company") and Xxxxxxxx Lake Gold Ltd. ("Koala"), all as more particularly described and set forth in the management information circular of the Company dated ⬤, 2019 (the "Information Circular") accompanying the notice of this meeting, and as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement dated November 24, 2019 between the Company and Koala (as it may be amended, modified or supplemented, the "Arrangement Agreement"), and all transactions contemplated thereby, are hereby authorized, approved and adopted. B. The plan of arrangement involving the Company (as it may be modified, amended or supplemented, the "Plan of Arrangement"), the full text of which is set out in Appendix ⬤ to the Information Circular, is hereby authorized, approved and adopted. C. The Arrangement Agreement and the transactions contemplated therein, the actions of the directors of the Company in approving the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement any amendments, modifications or supplements thereto, and causing the performance by the Company of its obligations thereunder are hereby confirmed, ratified, authorized and approved. D. The Company 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. E. Notwithstanding that this resolution has been passed (and the Arrangement approved 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). F. 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, for filing with the Director under the CBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement and transactions contemplated thereby in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and such other documents. G. 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 intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing. X. Xxxxxxxx Lake Gold Ltd. (the "Company") is hereby authorized to issue such number of common shares in the capital of the Company (the "Common Shares") as is necessary to allow the Company to acquire 100% of the issued and outstanding common shares of Detour Gold Corporation ("Detour") pursuant to a plan of arrangement (as it may be modified, amended or supplemented, the "Plan of Arrangement") in accordance with the arrangement agreement dated November 24, 2019 between the Company and Detour (as it may be amended, modified or supplemented, the "Arrangement Agreement"), as more particularly described in the management information circular of the Company dated ⬤, 2019, including, but not limited to, the issuance of Common Shares upon the exercise of convertible securities of Detour and the issuance of Common Shares for any other matters contemplated by or related to the Arrangement. B. Notwithstanding that this resolution has been passed by shareholders of the Company, the directors of the Company are hereby authorized and empowered, if they decide not to proceed with the aforementioned resolution, to revoke this resolution at any time prior to the closing date of the Arrangement, without further notice to or approval of the shareholders of the Company. C. 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 intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

U.S. Securities Law Exemptions. Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) all Consideration Shares to be issued under in exchange for Company Shares, whether in the Arrangement United States, Canada or any other country, will be issued and exchanged by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 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 and this Plan of Arrangement. In this regard, the implementation of this Plan of Arrangement shall be conditional upon the fulfillment, satisfaction or waiver of the conditions precedent set forth in the Arrangement Agreement; , in each case in accordance with the terms thereof, including, without limitation, that (i) all necessary actions shall have been taken with respect to the Arrangement so that the issuance and (b) Replacement Options to be distribution of the Consideration issued to holders of Nomad Options in exchange for Nomad Options outstanding immediately prior Company Shares pursuant to this Plan of Arrangement shall be exempt from registration under the Effective Time, U.S. Securities Act pursuant to the Plan provisions of Arrangementsection 3(a)(10) of the U.S. Securities Act, whether in and (ii) the United StatesFinal Order will, Canada or any other countryif granted, will be issued in reliance on after the Court considers the substantive and procedural fairness of the Arrangement to the Company Shareholders, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act, as Act provided by Section section 3(a)(10) thereof and applicable state securities laws, and with respect to the Consideration to be received by Company Shareholders in exchange for their Company Shares pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement. Nomad Optionholders entitled to 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 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 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 anyArrangement.