VOTING AND SUPPORT AGREEMENT
Exhibit 99.1
D&O FORM
July
29, 2020
Dear
Securityholder:
Re:
Business
Combination between Auryn and Eastmain
Auryn
Resources Inc. (“Auryn”) has agreed to acquire all
of the issued and outstanding common shares (the
“Shares”) of
Eastmain Resources Inc. (“Eastmain”) (collectively, the
“Parties”), by
way of a plan of arrangement (the “Plan”) under Section 182 of the
Business Corporations Act
(Ontario) (“OBCA”) pursuant to an arrangement
agreement (the “Arrangement
Agreement”) between Auryn, Eastmain, 1258618 B.C. Ltd. and 1258620 B.C. Ltd.
dated the date hereof, pursuant to which the securities of Eastmain
held by the securityholder (the “Securityholder”) will be acquired
by Auryn (collectively, the “Transaction”).
Capitalized
terms used in this voting and support agreement (this
“Agreement”) but
not otherwise defined herein will have the respective meanings
ascribed thereto in the Arrangement Agreement.
The
undersigned Securityholder acknowledges that Auryn would not
proceed with the Transaction but for the execution and delivery of
this Agreement by the Securityholder.
In
consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties
hereto agree as follows:
1.
OWNERSHIP
OF SHARES
Auryn
understands that the Securityholder is the beneficial owner,
directly or indirectly, of, or has direction or control over the
number of Shares of Eastmain set forth in the
Securityholder’s acceptance (the “Acceptance”) at the end of this
Agreement.
2.
THE
TRANSACTION
Auryn
agrees to acquire all of the issued and outstanding Shares of
Eastmain pursuant to the Plan and the Arrangement
Agreement.
3.
COVENANTS
OF THE SECURITYHOLDER
The
Securityholder covenants and agrees that, until the earlier of: (i)
the closing of the Transaction and (ii) the date this Agreement is
terminated in accordance with its terms, the Securityholder
will:
(a)
attend (either in
person or by proxy) any meeting of the shareholders of Eastmain
held to consider the Transaction (including any adjournments and
postponements thereof) (the “Eastmain Arrangement Meeting”),
and at the Eastmain Arrangement Meeting, vote or cause to be voted
all of:
(i)
the Eastmain
Shares;
1
(ii)
the Eastmain
Options;
(iii)
the Eastmain
Warrants;
(iv)
any Eastmain
Securities acquired by or issued to the Securityholder on or
following the date hereof,
that
are beneficially owned by, or over which control or direction is
exercised by, the Securityholder and which are entitled to be voted
at the Eastmain Arrangement Meeting (the “Subject Securities”) in favour of
the Transaction and all matters related thereto;
(i)
any corporate
transaction, such as a merger, amalgamation, arrangement, rights
offering, reorganization, recapitalization, or liquidation or
take-over bid, sale or transfer of a material amount of assets of
Eastmain or similar transaction involving Eastmain or the Shares
other than the Transaction and any transaction related
thereto;
(ii)
the issuance of any
securities of Eastmain (other than pursuant to the exercise of
options to purchase Shares or the settlement of deferred share
units) other than the Transaction and any transaction related
thereto;
(iii)
any action that is
reasonably likely to impede, interfere with, delay, postpone,
hinder, prevent, or adversely affect in any material respect the
Transaction including, without limitation, any Eastmain Acquisition
Proposal; or
(iv)
any action or
agreement that would result in a breach of any representation,
warranty, or covenant or other obligation of Eastmain in the
Arrangement Agreement;
(d)
not, without the
prior written consent of Auryn, sell, transfer, assign, pledge,
encumber or otherwise dispose of, the Subject Securities or any
interest therein, other than pursuant to the Arrangement Agreement
or this Agreement herein, with the exception that (i) Eastmain
Options maybe exercised and the underlying shares resold to the
extent of obtaining proceeds sufficient to exercise the options and
pay the additional withholding amount, and (ii) the Eastmain
Options and underlying shares that expire on September 28, 2020 are
not restricted in any manner;
2
(e)
not, except as
required pursuant to this Agreement, grant or agree to grant any
proxy or other right to vote the Subject Securities or enter into
any voting trust or pooling agreement or arrangement or enter into
or subject any of the Subject Securities to any other agreement,
arrangement, understanding or commitment, formal or informal, with
respect to or relating to the voting or tendering thereof or revoke
any proxy granted pursuant to this Agreement;
(f)
not exercise any
rights of dissent or appraisal in respect of any resolution
approving the Transaction, contest the approval of the Transaction
by any Governmental Entity or exercise any other rights or remedies
available at common law or pursuant to applicable corporate or
securities laws or other registrations or take any action that is
reasonably likely to in any manner impeded with, delay, postpone,
hinder, prevent or challenge the Transaction; and
(g)
not, directly or
indirectly:
(i)
solicit, assist,
initiate, knowingly encourage or otherwise facilitate (including by
way of furnishing information, permitting any visit to any
facilities or entering into any form of agreement, arrangement or
understanding) any inquiries or proposals, whether publicly or
otherwise, regarding an Eastmain Acquisition Proposal or potential
Eastmain Acquisition Proposal;
(ii)
enter into, engage,
continue or participate in any negotiations or discussions
regarding, or provide any non-public information with respect to
Eastmain or any of its subsidiaries, or offer or provide access to
the business, properties, assets, books or records of Eastmain or
any of its subsidiaries or otherwise cooperate in any way with, any
Eastmain Acquisition Proposal or potential Eastmain Acquisition
Proposal;
(iii)
requisition or join
in the requisition of any meeting of the securityholders of
Eastmain for the purpose of considering any
resolution;
(iv)
solicit proxies or
become a participant in the solicitation in opposition to or in
competition with Auryn’ purchase of the Shares as
contemplated by the Arrangement Agreement or act jointly or in
concert with others with respect to voting securities of Eastmain
for the purpose of opposing or competing with Auryn’s
purchase of the Eastmain Shares as contemplated by the Arrangement
Agreement; or
(v)
take any other
action or any kind, which might reasonably be regarded as likely to
reduce the success or, or delay or interfere with the completion of
the Transaction;
(h)
use commercially
reasonable efforts to ensure that no action is taken under any of
its brokerage account agreements that would cause the
Securityholder to breach its obligation under Section 3(b), 3(c) or
Section 5; and
3
(i)
comply with all
trading restrictions imposed on any Auryn Shares under the
Plan.
4.
COVENANTS
OF AURYN
Auryn
agrees and confirms to the Securityholder that it
will:
(a)
promptly take all
steps required of it under the Arrangement Agreement to cause the
Transaction to occur in accordance with the terms of and subject to
the conditions set forth in the Arrangement Agreement;
(b)
immediately upon
the termination of the Arrangement Agreement or upon the
termination of this Agreement notify the Securityholder in writing
at the same time it notifies the Eastmain Supporting Shareholders
of such termination; and
(c)
immediately notify
the Securityholder in writing of any amendment to the Arrangement
Agreement or Plan of Arrangement, which notice will be accompanied
by a copy of such amendment.
If, in
lieu of the Transaction, Auryn seeks to complete the acquisition of
the Shares other than as contemplated by the Arrangement Agreement
on a basis that (a) is on economic terms and conditions (including,
without limitation, tax treatment) having consequences to the
Securityholder that are in the Securityholder’s reasonable
opinion equivalent to or superior to those contemplated by the
Arrangement Agreement, (b) would not likely result in a delay or
time to completion beyond the Outside Date, and (c) is otherwise on
terms and conditions no more onerous on the Securityholder than the
Transaction (including any take-over bid) (any such transaction, an
“Alternative
Transaction”), then during the term of this Agreement
the Securityholder may, on its own accord, and will, upon written
request of Auryn, support the completion of such Alternative
Transaction in the same manner as the Transaction in accordance
with the terms and conditions of this Agreement mutatis mutandis, including by (A)
delivering or causing the delivery of a duly executed stock
transfer form for the Subject Securities in favor of Auryn or an
affiliate of Auryn into an Alternative Transaction conducted by way
of a stock purchase, share purchase, sale of equity interests or
other similar transaction and not withdrawing them; (B) depositing
or causing the deposit of its Subject Securities into an
Alternative Transaction conducted by way of a take-over bid made by
Auryn or an affiliate of Auryn and not withdrawing them; and/or (C)
voting or causing to be voted all of the Subject Securities (to the
extent that they carry the right to vote) in favour of, and not
dissenting from, such Alternative Transaction proposed by Auryn;
and (D) delivering or causing the delivery of any duly executed
items, instruments, documents and agreements required as conditions
to consummate an Alternative Transaction.
6.
DEPOSIT
OF PROXY
The
Securityholder hereby covenants and agrees in favour of Auryn
that:
(a)
no later than 10
days before the date of the Eastmain Arrangement Meeting, the
Securityholder will deposit duly completed forms of proxy or voting
instruction forms, as applicable, in respect of all the Subject
Securities (as directed on such forms) to cause the Subject
Securities to be voted in favour of the Transaction,
and
4
(b)
such forms of proxy
or voting instruction forms, as applicable, will not be revoked or
withdrawn, unless prior written consent from Auryn has been
obtained or this Agreement is terminated pursuant to Section
9.1.
7.
REPRESENTATIONS
AND WARRANTIES OF THE SECURITYHOLDER
The
Securityholder hereby represents and warrants to Auryn as follows
and acknowledges that Auryn is relying on such representations and
warranties in connection with entering into this Agreement and the
Transaction:
(a)
the Securityholder
is the sole beneficial owner of the Eastmain Shares with valid and
marketable title thereto, free and clear of all claims, liens,
charges, encumbrances and security interests other than those
arising by operation of statute and no person has any agreement,
option, or any right or privilege capable of becoming an agreement
or option, for the purchase, acquisition or transfer of the
Eastmain Shares from the Securityholder or any interest therein or
right thereto, except pursuant to the Transaction;
(b)
the only securities
of Eastmain beneficially owned, directly or indirectly, or over
which control or direction is exercised by the Securityholder are
those listed on the Acceptance and the Securityholder has no other
agreement, options, warrants or securities convertible into, or
exchangeable or exercisable for, or otherwise evidencing a right to
acquire, securities of Eastmain or any rights or privilege capable
of becoming an agreement or option, for the purchase or acquisition
by the Securityholder or transfer to the Securityholder of
additional securities of Eastmain or any interest
therein;
(c)
the Securityholder
does not beneficially own, directly or indirectly, or exercise
control or direction any debt securities of Eastmain and during the
term of this Agreement will not acquire beneficial ownership of,
directly or indirectly, or exercise control or direction over any
debt securities of Eastmain;
(d)
the Securityholder
does not beneficially own, directly or indirectly, or exercise
control or direction any securities of Auryn and during the term of
this Agreement will not acquire beneficial ownership of, directly
or indirectly, or exercise control or direction over any securities
of Auryn;
(e)
the Securityholder
has the sole right to dispose of or transfer (or cause to be
disposed of or transferred) all of its Eastmain Shares now held,
and will have the right to dispose of or transfer (or cause to be
disposed of or transferred) all Shares hereafter acquired by
it;
(f)
the Securityholder
has the sole right to vote (or cause to be voted) all of its
Subject Securities now held and will have the sole right to vote
(or cause to be voted) all Subject Securities hereafter acquired by
it;
5
(g)
this Agreement has
been duly executed and delivered by the Securityholder, and,
assuming the due authorization, execution and delivery by Auryn,
this Agreement constitutes a legal, valid and binding obligation of
the Securityholder, enforceable in accordance with its terms,
subject to laws of general application and bankruptcy, insolvency
and other similar laws affecting creditors’ rights generally
and general principles of equity;
(h)
if the
Securityholder is a corporation or other entity, it is validly
subsisting under the laws of the jurisdiction governing its
incorporation or formation and has all necessary corporate or other
power and authority to execute and deliver this Agreement and to
perform its obligations hereunder;
(i)
neither the
execution and delivery of this Agreement by the Securityholder, the
consummation by the Securityholder of the transactions contemplated
hereby nor the compliance by the Securityholder with any of the
provisions hereof will:
(i)
result in any
breach of, or constitute a default (or an event which with notice
or lapse of time or both would become a default), or give rise to
any third party right of termination, cancellation, material
modification, acceleration, purchase or right of first refusal,
under any provision of any of the constating documents of the
Securityholder (if the Securityholder is a corporation or other
entity) or under any of the terms, conditions or provisions of any
note, loan agreement, bond, mortgage, indenture, contract, licence,
agreement, lease, permit or other instrument or obligation to which
such Securityholder is a party or by which such Securityholder or
any of its properties or assets (including Shares) may be bound, or
constitute a violation or breach of or default under or conflict
with any contract, commitment, agreement, understanding or
arrangement of any kind to which the Securityholder will be a party
and by which the Securityholder will be bound at the time of such
consummation, in each case, which breach or default could
reasonably be expected to prevent, materially delay or materially
impair the Securityholder’s ability to consummate the
transactions contemplated by this Agreement; or
(ii)
require the
Securityholder to make any filing with (other than pursuant to the
requirements of applicable securities legislation), or to obtain
any permit, waiver, authorization, exemption, registration,
licence, consent or approval of, any Governmental Authority or any
other person;
(j)
the Securityholder
has not previously granted or agreed to grant any power of attorney
or attorney in fact, proxy or other right to vote in respect of the
Subject Securities or entered into any voting trust, vote pooling
or other agreement with respect to the right to vote, call meetings
of shareholders or give consents or approvals of any kind as to the
Securities except those which are no longer of any force or effect;
and
6
(k)
the Securityholder
acknowledges and agrees that the Securityholder has had the
opportunity to seek independent legal advice with respect to this
Agreement, the Arrangement Agreement and the transactions
contemplated hereby and thereby, and that any failure on the
Securityholder’s part to seek independent legal advice will
not affect (and the Securityholder will not assert that it affects)
the validity, enforceability or effect of this Agreement or the
Arrangement Agreement.
8.
REPRESENTATIONS
AND WARRANTIES OF AURYN
Auryn
hereby represents and warrants to the Securityholder as follows and
acknowledges that the Securityholder is relying on such
representations and warranties in connection with entering into
this Agreement and the Transaction:
(a)
the execution and
delivery of this Agreement by Auryn and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Auryn and is a valid and
binding agreement, enforceable against Auryn in accordance with its
terms, and the performance by Auryn of its obligations hereunder
will not constitute a violation or breach of or default under, or
conflict with (i) any contract, commitment, agreement,
understanding or arrangement of any kind to which Auryn will be a
party and by which Auryn will be bound at the time of such
consummation, and (ii) to its knowledge, any applicable Laws, and
acknowledges that the Securityholder is relying on such
representations and warranties in connection with entering into
this Agreement;
(b)
neither the
execution and delivery of this Agreement by Auryn, the consummation
by Auryn of the transactions contemplated hereby nor the compliance
by Auryn with any of the provisions hereof will result in any
breach of, or constitute a default (or an event which with notice
or lapse of time or both would become a default), or give rise to
any third party right of termination, cancellation, material
modification, acceleration, purchase or right of first refusal,
under any provision of any of the constating documents of Auryn or
under any of the terms, conditions or provisions of any note, loan
agreement, bond, mortgage, indenture, contract, licence, agreement,
lease, permit or other instrument or obligation to which Auryn is a
party or by which Auryn or any of its properties or assets may be
bound, or constitute a violation or breach of or default under or
conflict with any contract, commitment, agreement, understanding or
arrangement of any kind to which Auryn will be a party and by which
Auryn will be bound at the time of such consummation, in each case,
which breach or default could reasonably be expected to prevent,
materially delay or materially impair Auryn’ ability to
consummate the transactions contemplated by this Agreement;
and
(c)
that there are no
claims, actions, suits, audits, proceedings, investigations or
other actions pending against, or, to the knowledge of Auryn,
threated against or affecting Auryn or any of its respective
properties that, individually or in the aggregate, could reasonably
be expected to have a material and adverse effect on Auryn’
ability to execute and deliver this Agreement and to perform its
obligations contemplated by this Agreement or the Arrangement
Agreement.
7
(a)
the mutual written
agreement of the Securityholder and Auryn; or
(b)
automatically upon
the termination of the Arrangement Agreement in accordance with its
terms.
9.2
If this Agreement
is terminated as provided in Section 9.1, this Agreement will
forthwith become void and of no further force or effect and there
will be no liability on the part of any Party except that the
provisions of Sections 9, 11, 16, 18, and 19 will survive any
termination hereof pursuant to Section 9.1, provided that the
foregoing will not relieve any Party from any liability for any
breach of this Agreement arising before such
termination.
10.
AMENDMENT
Except
as expressly set forth herein, this Agreement will not be modified,
amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by each of the
Parties.
This
Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter of this Agreement.
12.
ASSIGNMENT
No
Party may assign any of its rights or obligations under this
Agreement without the prior written consent of the other
Party.
13.
SUCCESSORS;
NO THIRD PARTY BENEFICIARIES
This
Agreement will be binding upon, enure to the benefit of and be
enforceable by, the Parties and their respective executors,
administrators, successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended to confer on any person
other than the Parties or the Parties’ respective successors
or permits assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement.
14.
TIME
OF THE ESSENCE
Time is
of the essence of this Agreement.
8
15.
UNENFORCEABLE
TERMS
If any
provision of this Agreement or the application thereof to any Party
or circumstance is invalid or unenforceable to any extent, then the
remainder of this Agreement or application of such provision to a
Party or circumstance (other than those to which it is held invalid
or unenforceable) is not affected thereby and each remaining
provision of this Agreement is valid and is enforceable to the
fullest extent permitted by Law.
(a)
This Agreement is
to be governed by and construed in accordance with the laws of the
Province of British Columbia and the federal laws of Canada
applicable therein without regard to any conflicts of law
provisions, and each of the Parties irrevocably attorns to the
jurisdiction of the courts of the Province of British
Columbia.
(b)
The Parties waive
the application of any rule of Law which otherwise would be
applicable in connection with the construction of this Agreement
that ambiguous or conflicting terms or provisions should be
construed against the Party that (or counsel of which) prepared the
executed agreement or any earlier draft of the same.
17.
NOTICE
Any
notice or other communication required or permitted to be given
hereunder will be sufficiently given if delivered:
(a)
in the case of the
Securityholder, to the address appearing on the “Acceptance
by Securityholder” page; and
(b)
in the case of
Auryn:
Auryn
Resources Inc.
000-0000 Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX
X0X
0X0
Attention
Xxxx Xxxxx, Executive Chairman
Email:
xxxx.xxxxx@xxxxxxxxxxxxxx.xxx
with a
copy (which will not constitute notice) to:
XxXxxxxx
LLP
Suite
1500 – 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx,
XX
X0X
0X0
Attention:
Xxxx Xxxx
E-mail:
xxxx.xxxx@xxxxxxxx.xx
or to
such other address as the Party to which such notice or other
communication is to be given has last notified the Party giving the
same in the manner provided in this Section 17. Any notice or other
communication given or made is deemed to have been duly given or
made as at the date delivered or sent if delivered personally or
sent by fax or email transmission at the address for service
provided herein during normal business hours on a business day, or
otherwise on the next business day.
9
The
Parties agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly
agreed that the Parties are entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof, on a non-exclusive
basis, in any court of the Province of British Columbia having
jurisdiction, this being in addition to any other remedy to which
such Party is entitled at law or in equity.
The
Parties agree to pay their own respective expenses incurred in
connection with this Agreement.
20.
FURTHER
ASSURANCES
Each of
the Securityholder and Auryn will, from time to time, execute and
deliver all such further documents and instruments and do all such
acts and things as the other party may reasonably require (at the
requesting Party’s cost) to effectively carry out or better
evidence or perfect the full intent and meaning of this
Agreement.
21.
DISCLOSURE
The
Parties consent to the disclosure of the substance of this
Agreement in any press release required by applicable Laws or any
circular relating to the Eastmain Meeting and to the filing of this
Agreement as may be required pursuant to applicable Laws. A copy of
this Agreement may be provided to the directors of
Eastmain.
22.
COUNTERPART
EXECUTION
This
letter may be signed by electronic means and in counterparts,
which, together, are deemed to constitute one valid and binding
agreement and delivery of such counterparts may be effected by
means of email or other electronic means.
[Remainder
of page intentionally left blank]
10
AURYN RESOURCES INC.
By:
/s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx
Xxxxx
Title: Interim
Chief Financial Officer
11
Acceptance by Securityholder
The
foregoing is hereby accepted as of and with effect from the
29th day
of July, 2020 and the undersigned hereby confirms that the
undersigned beneficially owns, directly or indirectly, or has
control or direction over the Shares indicated below:
Securities of Eastmain
|
Number of Securities
|
Shares
|
0
|
Stock
Options
|
300,000
|
RSUs
|
0
|
Other
Securities - Warrants
|
0
|
[REDACTED]
|
|
/s/
Xxxxx Xxxxx
|
[REDACTED]
|
|
Xxxxx
Xxxxx
|
Name of
Witness (Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[REDACTED]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[REDACTED]
|
Acceptance by Securityholder
The
foregoing is hereby accepted as of and with effect from the
29th day
of July, 2020 and the undersigned hereby confirms that the
undersigned beneficially owns, directly or indirectly, or has
control or direction over the Shares indicated below:
Securities of Eastmain
|
Number of Securities
|
Shares
|
32,300
|
Stock
Options
|
100,000
|
RSUs
|
0
|
Other
Securities - Warrants
|
0
|
[REDACTED]
|
|
/s/
Xxxxxxxxx Xxxxxxx
|
[REDACTED]
|
|
Xxxxxxxxx
Xxxxxxx
|
Name of
Witness (Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[REDACTED]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[REDACTED]
|
Acceptance by Securityholder
The
foregoing is hereby accepted as of and with effect from the
29th day
of July, 2020 and the undersigned hereby confirms that the
undersigned beneficially owns, directly or indirectly, or has
control or direction over the Shares indicated below:
Securities of Eastmain
|
Number of Securities
|
Shares
|
1,002,742
|
Stock
Options
|
900,000
|
RSUs
|
0
|
Other
Securities - Warrants
|
100,000
|
[REDACTED]
|
|
/s/ Xxxxxx
Xxxxxx
|
[REDACTED]
|
|
Xxxxxx
Xxxxxx
|
Name of
Witness (Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[REDACTED]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[REDACTED]
|
Acceptance by Securityholder
The
foregoing is hereby accepted as of and with effect from the
29th day
of July, 2020 and the undersigned hereby confirms that the
undersigned beneficially owns, directly or indirectly, or has
control or direction over the Shares indicated below:
Securities of Eastmain
|
Number of Securities
|
Shares
|
752,300
|
Stock
Options
|
725,000
|
RSUs
|
0
|
Other
Securities - Warrants
|
7,142
|
[REDACTED]
|
|
/s/
Xxxx Xxxxxxx
|
[REDACTED]
|
|
Xxxx
Xxxxxxx
|
Name of
Witness (Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[REDACTED]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[REDACTED]
|
Acceptance by Securityholder
The
foregoing is hereby accepted as of and with effect from the
29th day
of July, 2020 and the undersigned hereby confirms that the
undersigned beneficially owns, directly or indirectly, or has
control or direction over the Shares indicated below:
Securities of Eastmain
|
Number of Securities
|
Shares
|
411,682
|
Stock
Options
|
550,000
|
RSUs
|
0
|
Other
Securities - Warrants
|
158,333
|
[REDACTED]
|
|
/s/ Xxxxx
Xxxxxx
|
[REDACTED]
|
|
Xxxxx
Xxxxxx
|
Name of
Witness (Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[REDACTED]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[REDACTED]
|
Acceptance by Securityholder
The
foregoing is hereby accepted as of and with effect from the
29th day
of July, 2020 and the undersigned hereby confirms that the
undersigned beneficially owns, directly or indirectly, or has
control or direction over the Shares indicated below:
Securities of Eastmain
|
Number of Securities
|
Shares
|
571,379
|
Stock
Options
|
758,700
|
RSUs
|
41,668
|
Other
Securities - Warrants
|
74,250
|
[REDACTED]
|
|
/s/
Xxxxxxx XxXxxxxx
|
[REDACTED]
|
|
Xxxxxxx
XxXxxxxx
|
Name of
Witness (Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[REDACTED]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[REDACTED]
|
Acceptance by Securityholder
The
foregoing is hereby accepted as of and with effect from the
29th day
of July, 2020 and the undersigned hereby confirms that the
undersigned beneficially owns, directly or indirectly, or has
control or direction over the Shares indicated below:
Securities of Eastmain
|
Number of Securities
|
Shares
|
88,880
|
Stock
Options
|
710,500
|
RSUs
|
0
|
Other
Securities - Warrants
|
0
|
[REDACTED]
|
|
/s/
Xxxxxx Xx Lai
|
[REDACTED]
|
|
Xxxxxx
Xx Xxx
|
Name of
Witness (Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[REDACTED]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[REDACTED]
|
Acceptance by Securityholder
The
foregoing is hereby accepted as of and with effect from the
29th day
of July, 2020 and the
undersigned hereby confirms that the undersigned beneficially owns,
directly or indirectly, or has control or direction over the Shares
indicated below:
Securities of Eastmain
|
Number of Securities
|
Shares
|
1,230,419
400,000
– Xxxxx Xxxxxxx Investco Inc.
1,400,000
– Xxxxxxx Family Trust 2016
|
Stock
Options
|
1,225,000
|
RSUs
|
0
|
Other
Securities - Warrants
|
100,000
– Xxxxx Xxxxxxx Investco Inc.
625,000
–
Xxxxxxx Family Trust 2016
|
[REDACTED]
|
|
/s/
Xxxxx Xxxxxxx
|
[REDACTED]
|
|
Xxxxx
Xxxxxxx
|
Name of
Witness (Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[REDACTED]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[REDACTED]
|
Acceptance by Securityholder
The
foregoing is hereby accepted as of and with effect from the
29th day
of July, 2020 and the undersigned hereby confirms that the
undersigned beneficially owns, directly or indirectly, or has
control or direction over the Shares indicated below:
Securities of Eastmain
|
Number of Securities
|
Shares
|
2,400,326
|
Stock
Options
|
1,847,200
|
RSUs
|
75,000
|
Other
Securities - Warrants
|
375,000
|
[REDACTED]
|
|
/s/ Xxx
Xxxxxxx
|
[REDACTED]
|
|
Xxx
Xxxxxxx
|
Name of
Witness (Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[REDACTED]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[REDACTED]
|