ARRANGEMENT AGREEMENT - Between - ASANKO GOLD INC. - And - PMI GOLD CORPORATION Made December 17, 2013Arrangement Agreement • December 23rd, 2013 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), the Parties hereto do hereby covenant and agree as follows:
LOCK-UP AGREEMENTLock-Up Agreement • December 23rd, 2013 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
In consideration of Asanko Gold Inc. ("Asanko") entering into an arrangement agreement dated December 16, 2013 (the "Arrangement Agreement") with PMI Gold Corporation ("PMI") pursuant to which Asanko will acquire all of the outstanding common shares of PMI on the terms set out in the Arrangement Agreement (the "Transaction"), this support and voting lock-up agreement (the "Agreement") sets out the terms on which the undersigned holder of PMI securities (the "Lock-up Securityholder"), including its common shares (the "PMI Shares"), share purchase options (the "PMI Options") and common share purchase warrants (the "PMI Warrants") listed on Schedule A to this Agreement undertakes to support the Transaction and to take certain actions and do certain things in respect of the Transaction.
