OPTION AND SUPPORT AGREEMENT
Exhibit 99.2
This Option and Support Agreement (this “Agreement”) is dated as of March 5, 2007,
among Royal Gold, Inc., a Delaware corporation (“Acquirer”), and the shareholders of Battle
Mountain Gold Exploration Corp., a Nevada corporation (“BMG”), executing this Agreement on
the signature page hereto (each, a “Shareholder” and collectively, the
“Shareholders”).
RECITALS
A. Acquirer and BMG have entered into a letter agreement dated February 28, 2007 (the
“Letter Agreement”), a copy of which is attached hereto as Exhibit A, which
provides, among other things, that the parties will endeavor to negotiate definitive documentation
on the principal terms set forth in the Letter Agreement (the “Definitive Documentation”)
for the acquisition of BMG by Acquirer (the “Acquisition”).
B. As of the date hereof, each Shareholder is the record and Beneficial Owner (as defined
below) of that number of BMG Common Shares (as defined below) set forth below such Shareholder’s
name on the signature page hereto.
C. As a condition to Acquirer’s willingness to enter into and perform its obligations under
the Letter Agreement and pursue the Acquisition, each Shareholder has agreed to enter into this
Agreement.
NOW THEREFORE, the parties hereto agree as follows:
I. CERTAIN DEFINITIONS
1.1. Other Definitions. For the purposes of this Agreement:
“Acquisition Agreement” means the Letter Agreement, until such time as the Definitive
Documentation has been executed by the parties thereto, at which time, “Acquisition
Agreement” shall mean the Letter Agreement and the Definitive Documentation.
“Beneficial Owner” or “Beneficial Ownership” with respect to any securities
means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under
the Securities Exchange Act of 1934, as amended).
“BMG Common Share” means a share of common stock, par value $.001 per share, of BMG,
including for purposes of this Agreement all shares or other voting securities into which a BMG
Common Share may be reclassified, sub-divided, consolidated or converted and any rights and
benefits arising therefrom (including any dividends or distributions of securities which may be
declared in respect of BMG Common Shares).
“Transfer” means, with respect to a security, the sale, grant, assignment, transfer,
pledge, hypothecation, encumbrance, assignment, constructive sale, or other disposition of such
security or the Beneficial Ownership thereof (including by operation of law), or the entry into of
any contract, agreement or other obligation to effect any of the foregoing, including, for purposes
of this Agreement, the transfer or sharing of any voting power of such security.
II. OPTION AND SUPPORT OBLIGATIONS OF THE STOCKHOLDER
2.1. Agreement to Vote. Each Shareholder irrevocably and unconditionally agrees that
from and after the date hereof, at any meeting (whether annual or special, and at each adjourned or
postponed meeting) of shareholders of BMG, however called, or in connection with any written
consent of BMG’s shareholders, each Shareholder will (x) appear at each such meeting or otherwise
cause all of its Owned Shares to be counted as present thereat for purposes of calculating a
quorum, and respond to each request by BMG for written consent, if any, and (y) vote (or consent),
or cause to be voted (or validly execute and return and cause consent to be granted with respect
to), all of such Shareholder’s BMG Common Shares Beneficially Owned by such Shareholder as of the
applicable record date (including any BMG Common Shares that such Shareholder may acquire after the
date hereof by conversion of BMG’s 6% subordinated exchangeable debentures due April 25, 2008 (the
“Debentures”) or otherwise, “Owned Shares”) and all other voting securities of or
equity interests in BMG (provided that the Shareholder shall not be required to convert any
Debentures in order to vote the underlying BMG shares and provided further that the Acquirer shall
cause the Definitive Documentation to permit the Shareholder to convert the Debentures in
connection with Acquisition): (i) in favor of the Acquisition and the adoption of the Acquisition
Agreement (whether or not recommended by the Board of Directors of BMG), and (ii) against any
action, agreement, transaction or proposal that (A) is made in opposition to, or is in competition
or inconsistent with, the Acquisition or the Acquisition Agreement that is consistent with the
Acquisition Agreement, (B) relates to an alternative Acquisition Transaction (which for all
purposes of this Agreement, shall be as defined in the Letter Agreement) or (C) could otherwise
prevent, impede or delay the consummation of the Acquisition or the other transactions contemplated
by the Acquisition Agreement; provided, however, that the obligations in this Section 2.1 and
Sections 2.2-2.4 shall terminate 48 hours after BMG or the Shareholder notifies the Acquirer in
writing that it has determined that an Acquisition Proposal is a Superior Proposal; and provided
further, that the Shareholder’s obligations under this Section 2.1 shall be subject to satisfaction
of the following conditions: (i) the per share consideration payable pursuant to the Acquisition
Agreement to Shareholder in respect of its Owned Shares shall not be less than the greater of the
following amounts: (X) .016925 shares of Royal Gold common stock par value $0.01 per share
(“Acquirer Common Stock”) registered under United States securities laws at the time of
their issuance to the Shareholder (the “Exchange Amount”); or (Y) the highest price paid by
Acquirer to any other shareholder of BMG at any time during the ninety (90) days prior to the date
that the shareholders of BMG approve the Acquisition and the Acquisition Agreement; (ii) the
Acquisition shall be consummated by no later than October 1, 2007; and (iii) the Definitive
Documentation shall be consistent with the principal terms set forth in the Letter Agreement. For
purposes of this Agreement, “Superior Proposal” means either of the following: (i) a Superior
Proposal, as defined in the Acquisition Agreement, or if not so defined, a bona fide written and
publicly announced Acquisition Proposal that the Board of Directors of BMG concludes in good faith
is more favorable to the shareholders of BMG than the transaction contemplated by the Acquisition
Agreement and in respect of which BMG has notified the Acquirer at least 48 hours prior written
notice that it intends to withdraw or modify in any manner adverse to Acquirer any recommendation
made to BMG’s shareholders in favor of the Acquisition or the Acquisition Agreement or that it does
not intend to recommend the Acquisition Transaction, as applicable; or (ii) a bona fide written
offer from an arm’s length third party (not
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received in violation of Section 2.4) pursuant to which the Shareholder will receive a per
share purchase price at least 7.5% higher than the per share consideration specified in the
Acquisition Agreement.
2.2. Proxies. Each Shareholder hereby revokes any and all previous proxies granted
with respect to its Owned Shares. By entering into this Agreement, each Shareholder hereby grants
a proxy appointing Acquirer and each of its designees, and each of them individually, as such
Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such
Shareholder’s name, to be counted as present, vote, consent, dissent or withhold consent or
otherwise to act on behalf of the Shareholder with respect to its Owned Shares in favor of the
Acquisition and Acquisition Agreement and otherwise in the manner contemplated by, and to give
effect to, Section 2.1. The proxy granted by each Shareholder pursuant to this Section 2.2 is
irrevocable and coupled with an interest, and is granted in order to secure such Shareholder’s
performance under this Agreement and also in consideration of Acquirer and entering into the
Acquisition Agreement. If any Shareholder fails for any reason to be counted as present, consent
or vote such Shareholder’s Owned Shares in accordance with the requirements of Section 2.1 above
(or anticipatorily breaches such section), then Acquirer shall have the right to cause to be
present, consent or vote such Shareholder’s Owned Shares in accordance with the provisions of
Section 2.1.
2.3. Restrictions on Transfer. Except as provided for herein, each Shareholder agrees
from and after the date hereof not to (a) tender into any tender or exchange offer or otherwise
directly or indirectly Transfer any Owned Shares (or any rights, options or warrants to acquire BMG
Common Shares), or (b) grant any proxies with respect to such Shareholder’s Owned Shares, deposit
such Shareholder’s Owned Shares into a voting trust, enter into a voting agreement with respect to
any of such Shareholder’s Owned Shares or otherwise restrict the ability of such Shareholder freely
to exercise all voting rights with respect thereto. Any action attempted to be taken in violation
of the preceding sentence will be null and void.
2.4. No Solicitation. The Shareholder agrees that it shall not, directly or
indirectly, initiate, solicit, facilitate or encourage (including by way of furnishing information
or assistance, or take any other action to facilitate, any inquiries or the making of any proposal
that constitutes , or reasonably may be expected to lead to, an Acquisition Transaction, (an
“Acquisition Proposal”) or enter into or maintain discussions or negotiate with any person
in furtherance of or relating to such inquiries or to obtain an Acquisition Transaction, or agree
to, enter into any agreement regarding or endorse any Acquisition Transaction. The Shareholder
shall promptly advise Acquirer in writing of any such inquiries or proposals of which a senior
officer of the Shareholder becomes aware. The Shareholder will immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any parties conducted prior to
the date of this Agreement with respect to any of the foregoing.
2.5 Option. The Shareholder hereby grants Acquirer an irrevocable option (the
“Option”) to purchase all of the Owned Shares, in the manner set forth below, at an
exercise price per share (the “Option Price”) equal to the greater of: (i) the Exchange
Amount; (ii) the per share consideration offered pursuant to the Superior Proposal, if applicable;
and (iii) the highest price paid by Acquirer to any other shareholder of BMG at any time during the
ninety (90) days prior to the date that the shareholders of BMG approve the Acquisition and the
Acquisition
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Agreement. In the event that the Acquirer wishes to exercise the Option, Acquirer shall deliver
written notice (the “Exercise Notice”) to the Shareholder specifying its intention to
exercise the Option and setting forth the date and time for the closing of such purchase (an
“Option Closing”) not less than three nor more than 30 days after the date such Exercise
Notice is given; provided, however, that if any waiting period under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated
thereunder applicable to the Acquisition or the purchase of the Owned Shares pursuant to the Option
shall not have expired or terminated by the date specified in the Exercise Notice for the Option
Closing, then the Option Closing shall occur within one business day following such expiration or
termination. Any Option Closing shall be held at the offices of Xxxxx & Xxxxxxx L.L.P., One Xxxxx
Center, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000. At any Option Closing hereunder,
upon receipt of payment of the Option Price, the Shareholder will deliver to Acquirer or its
designee a certificate or certificates representing the number of validly issued, fully paid and
non-assessable Owned Shares so purchased, in the denominations and registered in such names
designated to the Shareholder in writing by Acquirer, along with all appropriate and effective
instruments of transfer. For avoidance of doubt, in the event of any change in the number of
outstanding BMG Common Shares by reason of any stock dividend, stock split, recapitalization,
merger, rights offering, share exchange or other change in the corporate or capital structure of
BMG, Acquirer shall receive, and the Shareholders shall deliver, upon exercise of the Option, the
stock or other securities, cash or property to which Acquirer would have been entitled if it had
exercised the Option and had been a holder of record of BMG Common Stock on the record date fixed
for determination of holders of BMG Common Shares entitled to receive such stock or other
securities, cash or property and the Option Price shall be adjusted appropriately. The Option
shall expire upon the earliest of the following dates: (i) the date that is six (6) months after
the date hereof; (ii) the date that is five (5) business days after the date on which the Acquirer
is notified by BMG or the Shareholder in writing that it has determined that an Acquisition
Proposal is a Superior Proposal (or if fewer than five (5) business days remain before any meeting
of shareholders of BMG where the Acquisition or a Superior Proposal is to be voted on, then the
date preceeding the date of that meeting), provided, however, that in no event shall the
Shareholder vote such shares in favor of a Superior Proposal until the expiration of the Option;
(iii) the date on which this Agreement is terminated, unless in each of cases (i-iii), an Exercise
Notice was delivered to the Shareholder prior to the expiration of the Option.
2.6 Resale of Acquirer Common Stock. In connection with any underwritten public
offering of Acquirer Common Stock, and so long as the Shareholder owns 100,000 or more Acquirer
Common Stock, the Shareholder agrees that such Shareholder shall execute a customary “lock-up”
agreement in the form and for the term requested by the underwriter(s) for such offering. Each
Shareholder further agrees not to sell, in any one trading day, any Acquirer Common Stock in excess
of 25% of the average daily trading volume of the Acquirer Common Stock on the NASDAQ Global Select
Market during the 20 day period immediately preceding the date on which such trade occurs;
provided, however, that the foregoing restriction shall not apply to any transaction in which the
Shareholder sells any such Acquirer Common Stock pursuant to a block trade.
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III. REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of Shareholders. Each Shareholder, severally and
not jointly, represents and warrants to Acquirer, as of the date of this Agreement, that (i) this
Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes the
valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance
with its terms; (ii) such Shareholder is the record and beneficial owner of the Owned Shares set
forth below such Shareholder’s name on the signature page hereto (which for purposes of this
Section 3.1 and the signature pages hereto shall exclude any BMG Common Shares issuable upon
conversion of the Debentures and any other Owned Shares acquired by such Shareholder after the date
hereof), with sole voting and dispositive power over such Owned Shares; (iii) such Owned Shares are
the only voting securities or interests in BMG owned (beneficially or of record) by such
Shareholder; (iv) such Owned Shares are owned by such Shareholder free and clear of all liens,
charges, encumbrances, agreements and commitments of every kind, other than as expressly set forth
herein; and (v) neither the execution or delivery of this Agreement nor the consummation by such
Shareholder of the transactions contemplated hereby will violate any provisions of any law or
order, injunction, decree or judgment applicable to such Shareholder or any contract, agreement or
other commitment to which such Shareholder is a party or by which such Shareholder or any of such
Shareholder’s properties or assets (including such Owned Shares) is bound, other than such
violations of contracts, agreements or commitments as would not prevent, impede or delay the
performance by Shareholder of his or its obligations hereunder or impose any liability or
obligation on BMG or Acquirer or any subsidiaries or affiliates thereof.
3.2. Representations and Warranties of Acquirer. Acquirer represents and warrants to
each Shareholder, as of the date of this Agreement, that (i) this Agreement has been duly
authorized, executed and delivered by the Acquirer and constitutes the valid and binding agreement
of the Acquirer, enforceable against the Acquirer in accordance with its terms; and (ii) neither
the execution or delivery of this Agreement nor the consummation by Acquirer of the transactions
contemplated hereby will violate any provisions of any law or order, injunction, decree or judgment
applicable to Acquirer or any contract, agreement or other commitment to which Acquirer is a party
or by which Acquirer or any of Acquirer’s properties or assets is bound, other than such violations
of contracts, agreements or commitments as would not prevent, impede or delay the performance by
Acquirer of its obligations hereunder or impose any liability or obligation on Acquirer or any
subsidiaries or affiliates thereof.
IV. ADDITIONAL COVENANTS
4.1. Waiver of Dissenters’ Rights. Notwithstanding any provision in the Acquisition
Agreement to contrary, each Shareholder hereby waives, and shall cause the record holders (if
different from such Shareholder) of any Owned Shares Beneficially Owned by such Shareholder to
waive, dissenters’ rights, if any, that such Shareholder or such record holder may have under
applicable law in connection with the Acquisition and the transactions contemplated by the
Acquisition Agreement.
4.2. Disclosure. In the event that the Acquirer desires to make any announcement or
public disclosure of any information relating to this Agreement or the Acquisition that identifies
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the Shareholder, and the announcement or disclosure of the identity or other information about
the Shareholder is required by United States or Canadian securities laws or applicable stock
exchange rules, the Shareholder shall have the right to review and comment on such disclosure prior
to Acquirer’s announcement or disclosure of such information. In the event that the Acquirer
desires to make any announcement or public disclosure of any information relating to this Agreement
or the Acquisition that identifies the Shareholder, and the announcement or disclosure of the
identity or other information about the Shareholder is not otherwise required by United States or
Canadian securities laws or applicable stock exchange rules, the Shareholder shall have the right
to review and approve such disclosure prior to Acquirer’s announcement or disclosure of such
information.
4.3. Non-Interference; Further Assurances. Each Shareholder agrees that, except as
otherwise expressly permitted hereunder, such Shareholder shall not take any action that would make
any representation or warranty of such Shareholder contained herein untrue or incorrect or have the
effect of preventing, impeding, interfering with or adversely affecting the performance by such
Shareholder of its obligations under this Agreement in any material respect. Each Shareholder
agrees to execute and deliver such additional documents and to take such further actions as
necessary or reasonably requested by Acquirer to confirm and assure the rights and obligations set
forth in this Agreement or to consummate the transactions contemplated by this Agreement. If
requested by Acquirer prior to the consummation of the transactions contemplated by the Acquisition
Agreement, each Shareholder agrees to execute a letter to Acquirer representing that such
Shareholder has complied with such Shareholder’s obligations hereunder as of the date of such
letter.
4.4 Acquirer Common Stock. Acquirer agrees that all shares of Acquirer Common Stock
constituting the Option Price issuable hereunder and all shares of Acquirer Common Stock issuable
in connection with the Acquisition shall not be subject to resale restrictions (other than as set
forth in Section 2.6) and shall be registered under United States securities laws at the time of
their issuance to the Shareholder.
V. GENERAL
5.1. Notices. All notices shall be in writing and shall be deemed given (i) when
delivered personally, (ii) when telecopied (which is confirmed) or (iii) when dispatched by a
nationally recognized overnight courier service to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice): (a) if to a Shareholder, to
the address set forth below such Shareholder’s name on the signature page hereto, and (b) if to
Acquirer, to the address set forth below the Acquirer’s name on the signature page hereto, or to
such other Persons, addresses or facsimile numbers as may be designated in writing to each other
party hereto by the Person entitled to receive such communication as provided above.
5.2. No Third Party Beneficiaries. This Agreement is not intended to confer any
rights or remedies upon any Person other than the parties to this Agreement.
5.3. Governing Law. This Agreement and any controversies arising with respect hereto
shall be construed in accordance with and governed by the law of the State of New York (without
regard to principles of conflict of laws that would apply the law of another jurisdiction).
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5.4. Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable
or against its regulatory policy, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. Upon such determination that any term, provision, covenant or
restriction of this Agreement is invalid, void, unenforceable or against regulatory policy, the
parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
5.5. Assignment. The provisions of this Agreement shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their respective successors and assigns;
provided, however, that no party may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement without the prior written consent of the other party and any
attempted assignment without such consent shall be null and void without effect.
5.6. Interpretation. For the purposes of this Agreement, (i) words in the singular
shall be held to include the plural and vice versa and words of one gender shall be held to include
the other gender as the context requires, (ii) the terms “hereof”, “herein”, and “herewith” and
words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as
a whole (including any exhibits and schedules hereto) and not to any particular provision of this
Agreement, and Article, Section, paragraph references are to the Articles, Sections, paragraphs to
this Agreement unless otherwise specified, (iii) the word “including” and words of similar import
when used in this Agreement shall mean “including, without limitation,” unless the context
otherwise requires or unless otherwise specified, (iv) the word “or” shall not be exclusive, (v)
provisions shall apply, when appropriate, to successive events and transactions, (vi) unless
otherwise specified, all references to any period of days shall be deemed to be to the relevant
number of calendar days. The Article, Section and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. This Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting or causing any instrument to be
drafted. References to a Person will refer to its predecessors and successors and permitted
assigns.
5.7. Amendments. This Agreement may not be amended except by written agreement signed
by Acquirer and by each Shareholder.
5.8. Extension; Waiver. Acquirer may (a) extend the time for the performance of any
of the obligations of a Shareholder, (b) waive any inaccuracies in the representations and
warranties of any Shareholder contained in this Agreement or in any document delivered under this
Agreement, or (c) unless prohibited by applicable Laws, waive compliance by any Shareholder with
any of the covenants or conditions contained in this Agreement. Any agreement on the part of a
party to any extension or waiver will be valid only if set forth in an instrument in writing signed
by such party. The failure of any part to assert any of its rights under this Agreement or
otherwise will not constitute a waiver of such rights.
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5.9. Fees and Expenses. Each party is responsible for its own fees and expenses
(including the fees and expenses of financial consultants, investment bankers, accountants and
counsel) in connection with the entry into of this Agreement and the consummation of the
transactions contemplated hereby, except as otherwise provided in the Acquisition Agreement.
5.10. Entire Agreement. This Agreement constitutes the entire agreement and
supersedes all other prior agreements, understandings, representations and warranties, both written
and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.
5.11. Remedies Cumulative. Except as otherwise provided in this Agreement, any and
all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not
exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise by a
party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.
5.12. Counterparts; Execution. This Agreement may be executed in any number of
counterparts, all of which are one and the same agreement. This Agreement may be executed by
facsimile signature by any party and such signature is deemed binding for all purposes hereof,
without delivery of an original signature being thereafter required.
5.13. Effectiveness and Termination. This Agreement will become effective when each
party hereto has executed and delivered a copy hereof to the other party. This Agreement shall
terminate immediately (i) upon the termination of the Acquisition Agreement in accordance with its
terms; (ii) upon the consummation of the Acquisition; or (iii) if the Acquisition has not been
completed on or prior to October 1, 2007. Upon the termination of this Agreement, none of the
parties hereto shall have any further obligations or liabilities hereunder except for (A) any
rights any party may have in respect of any breach hereof by another party hereto, and (B) if the
Acquirer has delivered an Exercise Notice prior to the date on which such termination is effective,
the rights and obligations of the parties in respect of the exercise of such Option (including any
representations, warranties and covenants applicable thereto) shall continue until the date of such
Option Closing or until such Option is otherwise terminated, and (C) the rights and obligations
pursuant to Section 2.6 and Section 4.2.
5.14. Specific Performance. The parties agree that the remedies at law for any breach
or threatened breach, including monetary damages, are inadequate compensation for any loss and that
any defense in any action for specific performance that a remedy at law would be adequate is
waived. Accordingly, in the event of any actual or threatened default in, or breach of, any of the
terms, conditions and provisions of this Agreement, the party or parties who are or are to be
thereby aggrieved shall have the right to specific performance and injunctive or other equitable
relief of its rights under this Agreement, in addition to any and all other rights and remedies at
law or in equity, and all such rights and remedies shall be cumulative. Any requirements for the
securing or posting of any bond with such remedy are waived.
5.15. Submission to Jurisdiction. The parties to this Agreement (a) irrevocably
submit to the personal jurisdiction of the state and federal courts of the United States of America
located in the State of Colorado and (b) waive any claim of improper venue or any claim that those
courts are an inconvenient forum. The parties to this Agreement agree that mailing of process or
other
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papers in connection with any such action or proceeding in the manner provided in Section 5.1
or in such other manner as may be permitted by applicable laws, will be valid and sufficient
service thereof.
5.16. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy
which may arise under this Agreement is likely to involve complicated and difficult issues and,
therefore, each such party irrevocably and unconditionally waives any right it may have to a trial
by jury in respect of any action arising out of or relating to this Agreement or the transactions
contemplated by this Agreement. Each party to this Agreement certifies and acknowledges that (a)
no representative of any other party has represented, expressly or otherwise, that such other party
would not seek to enforce the foregoing waiver in the event of an action, (b) such party has
considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d)
such party has been induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Section 5.16.
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed as of the date
first above written.
| ROYAL GOLD, INC. |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | President and Chief Executive Officer | |||
| Notice Address: 0000 Xxxxxxx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000-0000 Attn: Xxxx Xxxxxx |
(Shareholder signature pages follow)
| SHAREHOLDERS | |||||
| Name: | IAMGOLD Corporation | ||||
| Signatory: | /s/ Xxxxx Xxxx | ||||
| Title, if applicable: | CFO | ||||
| Owned Shares: | 12102940 + CONV. XXX | ||||
| Notice Address: | |||||
