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

U.S. Securities Law Matters. Northgate: (i) is a “foreign private issuer” as defined in Rule 405 under the 1933 Act, and (ii) is not registered or required to register as an investment company under the 1940 Act. The issuance of Northgate Shares and Northgate Exchange Options in connection with the Arrangement will be exempt from the registration requirements of the 1933 Act pursuant to section 3(a)(10) thereof. Presuming no changes in U.S. Securities Laws subsequent to the date hereof, the resale of the Northgate Shares and Northgate Exchange Options issued under the Arrangement to the Primero Shareholders and Primero Optionholders, respectively, will be exempt from the registration requirements of the 1933 Act, except that Northgate Shares and Northgate Exchange Options held by persons who are “affiliates” (as defined in Rule 144 under the 0000 Xxx) of Northgate after the Arrangement or who have been affiliates of Northgate within 90 days of the date of completion of the Arrangement may be resold by them only in compliance with the resale provisions of Rule 144 under the 1933 Act or as otherwise permitted under the 1933 Act.