LOCK-UP AGREEMENTLock-Up Agreement • January 3rd, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
In consideration of PMI Gold Corporation (“PMI”) entering into an arrangement agreement dated the date hereof (the “Arrangement Agreement”) with Keegan Resources Inc. (“Keegan”) pursuant to which Keegan 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 each of the holders of Keegan securities, including its common shares (the “Keegan Shares”), share purchase options (the “Keegan Options”) and common share purchase warrants (the “Keegan Warrants”) listed on Schedule A to this Agreement (the “Lock-up Securityholder(s)”) undertakes to support the Transaction and to take certain actions and do certain things in respect of the Transaction.
ARRANGEMENT AGREEMENT - Between - KEEGAN RESOURCES INC. - And - PMI GOLD CORPORATION Made December 5, 2012Arrangement Agreement • January 3rd, 2013 • Keegan Resources 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:
