THIRD AMENDING AGREEMENT TO THE INVESTOR RIGHTS AGREEMENT
Exhibit 10.5
Execution Version
THIRD AMENDING AGREEMENT TO THE INVESTOR RIGHTS AGREEMENT
THIS AGREEMENT is made as of the 24th day of May, 2019,
AMONG:
MIDAS GOLD CORP., a corporation existing under the laws of the Province of British Columbia
(hereinafter referred to as the “Corporation”)
– and –
XXXXXXX GOLD CORPORATION, a corporation existing under the laws of the Province of British Columbia
(hereinafter referred to as the “Investor”).
WHEREAS the Corporation and the Investor are party to an investor rights agreement dated May 16, 2018, as amended by the first amending agreement to the investor rights agreement dated March 24, 2019 and the second amending agreement to the investor rights agreement dated May 15, 2019 (together, the “IR Agreement”);
AND WHEREAS the Parties have agreed to amend the IR Agreement as provided for in this third amending agreement to the investor rights agreement (the “Third Amending Agreement”);
NOW THEREFORE, in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1
GENERAL
1.1 | Definitions |
In this Third Amending Agreement unless otherwise defined herein, or the context otherwise requires, all capitalized terms have the respective meanings ascribed thereto in the IR Agreement.
1.2 | Interpretation |
This Third Amending Agreement amends the IR Agreement and shall be read in conjunction therewith. In the event of any conflict or inconsistency between the IR Agreement and this Third Amending Agreement, the provisions of this Third Amending Agreement shall prevail. All references in this Third Amending Agreement to Sections, unless otherwise expressly provided herein, are references to Sections of the IR Agreement. All references in this Third
Amending Agreement to the “Agreement” are references to the IR Agreement, as amended by this Third Amending Agreement.
ARTICLE 2
AMENDMENTS TO THE IR AGREEMENT
2.1 | Section 6.4 |
(a)Section 6.4(b) of the IR Agreement is amended by replacing “May 24, 2019” in the second line of such section and replacing it with “June 12, 2019”.
(b)Section 6.4(d) of the IR Agreement is amended by deleting “May 27, 2019” in the last line of such section and replacing it with “June 13, 2019”.
ARTICLE 3
MISCELLANEOUS
3.1Confirmation of IR Agreement
The IR Agreement, as amended by this Third Amending Agreement, is hereby confirmed in all respects and continues in full force and effect, with time remaining of the essence.
3.2Counterparts
This Third Amending Agreement may be executed in any number of counterparts (whether by fax or other electronic means), each of which shall be deemed an original, but all of which together shall constitute one instrument.
[Remainder of page intentionally left blank.]
-2-
IN WITNESS WHEREOF the parties have executed this Third Amending Agreement.
| MIDAS GOLD CORP. | ||
| | | |
| by | /s/ Xxxxxxx X. Xxxx | |
| | Name: | Xxxxxxx X. Xxxx |
| | Title: | President & CEO |
Signature Page – Third Amending Agreement
| XXXXXXX GOLD CORPORATION | ||
| | | |
| by | /s/ Xxxxxxxxx Raw | |
| | Name: | Xxxxxxxxx Raw |
| | Title: | COO, North America |
| | | |
| | /s/ Xxx van Wyk | |
| | Name: | Xxx van Wyk |
| | Title: | Treasurer |
Signature Page – Third Amending Agreement
