AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 13, 2013 BETWEEN AURICO GOLD INC. AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENTShareholder Rights Plan Agreement • May 15th, 2013 • AuRico Gold Inc. • Gold and silver ores • Ontario
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of May 13, 2013 between AURICO GOLD INC. (the “Corporation”), a corporation incorporated under the laws of the Province of Ontario, and COMPUTERSHARE INVESTOR SERVICES INC., a corporation existing under the laws of Canada (the “Rights Agent”), amending and restating the Shareholder Rights Plan Agreement dated as of August 19, 2010 between the Corporation and the Rights Agent.
SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • August 30th, 2010 • Gammon Gold Inc. • Gold and silver ores • Ontario
MEMORANDUM OF AGREEMENT, dated as of August 19, 2010, between Gammon Gold Inc. (the “Corporation”), a corporation incorporated under the laws of the Province of Québec and Computershare Investor Services Inc., a corporation existing under the laws of Canada (the “Rights Agent”);
AMENDED AND RESTATED ENGAGEMENT AGREEMENTEngagement Agreement • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores • New York
This agreement (the “Agreement”) amends and restates the engagement agreement by and between the Company and Hazlitt originally effective on November 1, 2008.
AMENDMENT TO OFFER OF EMPLOYMENT LETTEROffer of Employment Letter • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores • New York
This amendment (the “Amendment”) dated April 7, 2011, is made to that certain Offer of Employment Letter dated September 12, 2007 (the “Agreement”) by and between you (the “Employee” or “you”) and Capital Gold Corporation (the “Company”).
AMENDING AGREEMENTArrangement Agreement • November 23rd, 2011 • AuRico Gold Inc. • Gold and silver ores • British Columbia
NORTHGATE MINERALS CORPORATION a corporation incorporated under the laws of British Columbia, (hereinafter referred to as the “Northgate”),
AURICO GOLD INC. and NORTHGATE MINERALS CORPORATION ARRANGEMENT AGREEMENTArrangement Agreement • November 23rd, 2011 • AuRico Gold Inc. • Gold and silver ores • British Columbia
WHEREAS AuRico and Northgate propose to effect a business combination by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia);
ContractStock Purchase Agreement • October 19th, 2012 • AuRico Gold Inc. • Gold and silver ores • New York
STOCK PURCHASE AGREEMENT, dated as of October 9, 2012 (the “Agreement”), by and among AuRico Gold, Inc., a company organized under the laws of the Province of Ontario, Canada (“AuRico Gold”) and AuRico Gold Holdings, Inc., a company organized under the laws of the Province of Nova Scotia, Canada (“AuRico Gold Holdings” and together with AuRico Gold, the “Sellers”) and Minera Frisco, S.A.B. de C.V., a company organized under the laws of the United Mexican States (the “Purchaser”).
AMENDING AGREEMENTArrangement Agreement • September 27th, 2011 • AuRico Gold Inc. • Gold and silver ores • British Columbia
NORTHGATE MINERALS CORPORATION a corporation incorporated under the laws of British Columbia, (hereinafter referred to as the “Northgate”),
ARRANGEMENT AGREEMENT between GAMMON LAKE RESOURCES INC. and MEXGOLD RESOURCES INC. June 22, 2006Arrangement Agreement • June 27th, 2006 • Gammon Lakes Resources Inc /Fi • Gold and silver ores • Ontario
AND WHEREAS Gammon Lake and Mexgold propose to effect a business combination to combine the business and assets of Mexgold with those of Gammon Lake;
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 10th, 2011 • Gammon Gold Inc. • Gold and silver ores • Delaware
This AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into this 9th day of March, 2011, by and among Gammon Gold Inc., a corporation incorporated under Part 1A of the Companies Act (Quebec) (“Parent”), Capital Gold AcquireCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“MergerCo”), and Capital Gold Corporation, a Delaware corporation (the “Company”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED ENGAGEMENT AGREEMENTEngagement Agreement • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores • New York
This Amendment No. 3 (the “Amendment”) dated April 7, 2011, to that certain Amended and Restated Engagement Agreement (the “Agreement”) effective as of the 1st day of January, 2009, as amended on July 19, 2010, between Capital Gold Corporation, a Delaware Corporation having an office at 76 Beaver Street, 14th Floor, New York, NY 10005 (hereinafter referred to as the “Company”), and Scott Hazlitt (hereinafter referred to as “Executive”) amends Exhibit A to the Agreement, the Agreement Regarding Change in Control.
AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 18th, 2011 • Gammon Gold Inc. • Gold and silver ores • Delaware
This AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into this __ day of March, 2011, by and among Gammon Gold Inc., a corporation incorporated under Part 1A of the Companies Act (Quebec) (“Parent”), Capital Gold AcquireCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“MergerCo”), and Capital Gold Corporation, a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED ENGAGEMENT AGREEMENTEngagement Agreement • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores • New York
This Amendment No. 1 (the “Amendment”) dated April 7, 2011, to that certain Amended and Restated Engagement Agreement (the “Agreement”) effective as of the 1st day of January, 2009 between Capital Gold Corporation, a Delaware Corporation having an office at 76 Beaver Street, 14th Floor, New York, NY 10005 (hereinafter referred to as the “Company”), and Christopher M. Chipman (hereinafter referred to as “Executive”) amends Exhibit A to the Agreement, the Agreement Regarding Change in Control.
TSX: GAM / NYSE: GRS / BSX: GL7Definitive Purchase Option Agreements • August 31st, 2010 • Gammon Gold Inc. • Gold and silver ores
FIRST AMENDING AGREEMENT TO CREDIT AGREEMENTCredit Agreement • July 13th, 2006 • Gammon Lakes Resources Inc /Fi • Gold and silver ores • Ontario
THE BANK OF NOVA SCOTIA, SOCIÉTÉ GÉNÉRALE (CANADA), and one or more persons to whom the foregoing or their respective permitted assigns may from time to time assign an undivided interest in the Loan Documents (as defined herein) and who agree to be bound by the terms hereof and thereof as a Lender (as defined herein) (herein and therein in their capacities as lenders to the Borrower, collectively called the "Lenders" and individually called a "Lender" )
SUBSCRIPTION AGREEMENT OF GOLDEN QUEEN MINING CO. LTD. BETWEEN: GAMMON GOLD INC. (the “Subscriber”) AND: GOLDEN QUEEN MINING CO. LTD. (the “Issuer”) Subject and pursuant to the terms set out in “Terms and Conditions of Private Placement Subscription...Subscription Agreement • June 11th, 2010 • Gammon Gold Inc. • Gold and silver ores • British Columbia
THIRD AMENDING AGREEMENT TO CREDIT AGREEMENTCredit Agreement • October 3rd, 2006 • Gammon Lake Resources Inc. • Gold and silver ores • Ontario
THE BANK OF NOVA SCOTIA, SOCIÉTÉ GÉNÉRALE (CANADA), and one or more persons to whom the foregoing or their respective permitted assigns may from time to time assign an undivided interest in the Loan Documents (as defined herein) and who agree to be bound by the terms hereof and thereof as a Lender (as defined herein) (herein and therein in their capacities as lenders to the Borrower, collectively called the "Lenders" and individually called a "Lender")
AMENDMENT TO AMENDED AND RESTATED ENGAGEMENT AGREEMENTEngagement Agreement • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores
This Second Amendment to the Amended and Restated Engagement Agreement dated January 1, 2009 (the “Engagement Agreement”), by and between Capital Gold Corporation (the “Company”) and Scott Hazlitt (hereinafter referred to as “Hazlitt”), as amended by the First Amendment to the Engagement Agreement, dated March 18, 2010.
AMENDMENT TO AMENDED AND RESTATED ENGAGEMENT AGREEMENTEngagement Agreement • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores
This First Amendment to the Amended and Restated Engagement Agreement dated January 1, 2009 (the “Engagement Agreement”), by and between Capital Gold Corporation (the “Company”) and Scott Hazlitt (hereinafter referred to as “Hazlitt”)
AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 2007 • Gammon Lake Resources Inc. • Gold and silver ores • Ontario
BMO Nesbitt Burns Inc. ("BMONB"), Scotia Capital Inc., and TD Securities Inc. (collectively the "Underwriters" and individually an "Underwriter") understand that Gammon Lake Resources Inc. ("Gammon" or the "Company") proposes to issue and sell to the Underwriters 10,000,000 common shares (the "Purchased Shares"), and at the election of the Underwriters, up to 1,500,000 additional common shares to cover over-allotments (the common shares in respect of which such option is exercised are called "Over-Allotment Shares"). The Purchased Shares and the Over-Allotment Shares are referred to collectively herein as the "Shares".
AMENDMENT NO. 1 TO PLAN OF ARRANGEMENTPlan of Arrangement • June 3rd, 2015 • AuRico Gold Inc. • Gold and silver ores • Ontario
WHEREAS AuRico and Alamos entered into an arrangement agreement dated as of April 12, 2015 (the “Arrangement Agreement”) that provided for, among other things, (a) the acquisition of all of the Alamos Shares by AuRico, (b) the amalgamation of Alamos and AuRico and (c) the sale of part of the business of AuRico to New AuRico and the distribution of a portion of the proceeds from such sale (being New AuRico Shares) to all former holders of AuRico Shares and Alamos Shares following the amalgamation in (b) above, pursuant to a plan of arrangement under the Business Corporations Act (Ontario) attached as Schedule A to the Arrangement Agreement (the “Plan of Arrangement”);
UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2009 • Gammon Gold Inc. • Gold and silver ores • Ontario
BMO Nesbitt Burns Inc. (“BMO Nesbitt Burns”), UBS Securities Canada Inc. (“UBS”, together with BMO Nesbitt Burns, the “Lead Underwriters”), Dundee Securities Corporation, Macquarie Capital Markets Canada Ltd., Canaccord Capital Corporation and Research Capital Corporation (collectively, together with the Lead Underwriters, the “Underwriters” and each individually an “Underwriter”) understand that Gammon Gold Inc. (“Gammon” or the “Company”) proposes to issue and sell to the several Underwriters an aggregate of 11,240,000 common shares (the “Common Shares”) and, at the election of the Underwriters, up to an aggregate of 1,686,000 additional common shares to cover over-allotments (the common shares in respect of which such option is exercised are called “Over-Allotment Shares”). The Common Shares and the Over-Allotment Shares are referred to collectively herein as the “Shares”.
SECOND AMENDING AGREEMENT TO CREDIT AGREEMENT THIS AGREEMENT dated as of the 19th day of May, 2006.Credit Agreement • July 13th, 2006 • Gammon Lakes Resources Inc /Fi • Gold and silver ores • Ontario
THE BANK OF NOVA SCOTIA, SOCIÉTÉ GÉNÉRALE (CANADA), and one or more persons to whom the foregoing or their respective permitted assigns may from time to time assign an undivided interest in the Loan Documents (as defined herein) and who agree to be bound by the terms hereof and thereof as a Lender (as defined herein) (herein and therein in their capacities as lenders to the Borrower, collectively called the "Lenders" and individually called a "Lender’)
AMENDED AND RESTATED ENGAGEMENT AGREEMENTEngagement Agreement • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores • New York
This agreement (the “Agreement”) amends and restates the Second Amended Engagement Agreement by and between the Company and Chipman originally effective on May 1, 2007.
