Common use of Conditions Precedent not met Clause in Contracts

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this agreement; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied by the date specified in clause 3.1 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived in accordance with this agreement), or (iii) if it becomes probable that the Scheme will not become Effective by the Sunset Date, Papillon and B2Gold must consult in good faith with a view to: (iv) consider and if agreed, determine whether the Scheme or a transaction that results in B2Gold having beneficial ownership of all of the Papillon Shares may proceed by way of alternative means or methods; (v) consider and if agreed, extend the time or date for satisfaction of the relevant Condition Precedent or the Sunset Date; or (vi) consider and if agreed, change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by Papillon and B2Gold (being a date no later than five Business Days before the Sunset Date). (b) If Papillon and B2Gold are unable to reach agreement under clause 3.8(a) within the Required Consultation Period, either Papillon or B2Gold may, provided that Condition Precedent is for the benefit of that party, terminate this agreement by notice in writing to the other without incurring any liability to the other party because of that termination (other than under clause 11 if applicable), unless the relevant occurrence or the breach or non-fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent in clause 3.1(b)(i) is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice within 3 Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (e) If the Court refuses to make an order approving the Scheme satisfying clause 3.1(f), at B2Gold’s request Papillon must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the Sunset Date). Papillon may bring an appeal even if not requested by B2Gold. If any such appeal is undertaken at the request of B2Gold, B2Gold will bear Papillon’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Papillon, without the prior request from B2Gold, Papillon will bear B2Gold’s costs of the appeal unless the parties otherwise agree.

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this agreement; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied by the date specified in clause 3.1 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived in accordance with this agreement), or (iii) if it becomes probable that the Scheme will not become Effective by the Sunset Date, Papillon CGA and B2Gold must consult in good faith with a view to: (iv) consider and if agreed, determine whether the Scheme or a transaction that results in B2Gold having beneficial ownership of all of the Papillon CGA Shares may proceed by way of alternative means or methods; (v) consider and if agreed, extend the time or date for satisfaction of the relevant Condition Precedent or the Sunset Date; or (vi) consider and if agreed, change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by Papillon CGA and B2Gold (being a date no later than five Business Days before the Sunset Date). (b) If Papillon CGA and B2Gold are unable to reach agreement under clause 3.8(a) within the Required Consultation Period, either Papillon CGA or B2Gold may, provided that Condition Precedent is for the benefit of that party, terminate this agreement by notice in writing to the other without incurring any liability to the other party because of that termination (other than under clause 11 if applicable), unless the relevant occurrence or the breach or non-non- fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent condition in clause 3.1(b)(i) is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice within 3 Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (e) If the Court refuses to make an order approving the Scheme satisfying clause 3.1(f), at B2Gold’s request Papillon CGA must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the Sunset Date). Papillon CGA may bring an appeal even if not requested by B2Gold. If any such appeal is undertaken at the request of B2Gold, B2Gold will bear PapillonCGA’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by PapillonCGA, without the prior request from B2Gold, Papillon CGA will bear B2Gold’s costs of the appeal unless the parties otherwise agree.

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this agreement; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied by the date specified in clause clause 3.1 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived in accordance with this agreement), or (iii) if it becomes probable that the Scheme will not become Effective by the Sunset Date, Papillon either Coalspur or KCE may serve notice on the other of them and B2Gold then Coalspur and KCE must consult in good faith with a view to: (iv) consider and if agreed, determine whether the Scheme or a transaction that results in B2Gold KCE having beneficial ownership of all of the Papillon Coalspur Shares may proceed by way of alternative means or methods; (v) consider and if agreed, extend the time or date for satisfaction of the relevant Condition Precedent or the Sunset Date; orand/or (vi) consider and if agreed, change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by Papillon Coalspur and B2Gold KCE (being a date no later than five Business Days before the Sunset Date). (b) If Papillon Coalspur and B2Gold KCE are unable to reach agreement under clause 3.8(a) within the Required Consultation Period, either Papillon Coalspur or B2Gold KCE may, provided that Condition Precedent is for the benefit of that party, terminate this agreement by notice in writing to the other without incurring any liability to the other party because of that termination (other than under clause 11 12 if applicable), unless the relevant occurrence or the breach or non-fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.49.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent condition in clause 3.1(b)(i3.1(b) is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice within 3 Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (e) If the Court refuses to make an order approving the Scheme satisfying clause 3.1(f3.1(e), at B2GoldKCE’s request Papillon Coalspur must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the Sunset Date). Papillon Coalspur may bring an appeal even if not requested by B2GoldKCE. If any such appeal is undertaken at the request of B2GoldKCE, B2Gold KCE will bear PapillonCoalspur’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by PapillonCoalspur, without the prior request from B2GoldKCE, Papillon Coalspur will bear B2GoldKCE’s costs of the appeal unless the parties otherwise agree.

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this agreement;; or (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied by the date specified in clause 3.1 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived in accordance with this agreement), or (iii) if it becomes probable that the Scheme will not become Effective by the Sunset Date, Papillon Target and B2Gold Bidder must consult in good faith with a view to: (iviii) consider and if agreed, determine determining whether the Scheme Schemes or a transaction that results in B2Gold Bidder having beneficial ownership of all of the Papillon Shares Securities may proceed by way of alternative means or methods; (viv) consider and if agreed, extend extending the time or date for satisfaction of the relevant Condition Precedent or the Sunset Date; or (viv) consider and if agreed, change changing the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the MCAL Share Scheme or changing the date of application made to the Bermuda Court for an order under section 99(2) of the Companies Act approving the MCAIL Share Scheme, or adjourning that either such application (as applicable) to another date agreed to in writing by Papillon Target and B2Gold Bidder (being a date no later than five Business Days before the Sunset Date). (b) If Papillon Target and B2Gold Bidder are unable to reach agreement under clause 3.8(a3.6(a) within the Required Consultation Period: (i) in respect of: (A) the Conditions Precedent that cannot be waived in accordance with clause 3.2(a); or (B) the Condition Precedent in clause 3.1(f), either Papillon Target or B2Gold mayBidder; or (ii) in respect of all other Conditions Precedent, provided that the party in respect of which the relevant Condition Precedent is for the benefit of that partyof, may terminate this agreement by notice in writing to the other without incurring any liability to the other party because of that termination (other than under clause 11 if applicable)termination, unless the relevant occurrence or the breach or non-non fulfilment of the Condition Precedent arises out of a breach of clauses clause 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent in clause 3.1(b)(i) is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice within 3 Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (e) If the Court refuses to make an order approving the Scheme satisfying clause 3.1(f), at B2Gold’s request Papillon must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the Sunset Date). Papillon may bring an appeal even if not requested by B2Gold. If any such appeal is undertaken at the request of B2Gold, B2Gold will bear Papillon’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Papillon, without the prior request from B2Gold, Papillon will bear B2Gold’s costs of the appeal unless the parties otherwise agree.

Conditions Precedent not met. (a) If:If:‌ (i) there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this agreement;agreement;‌ (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied by the date specified in clause 3.1 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived in accordance with this agreement), oror‌ (iii) if it becomes probable that the Scheme will not become Effective by the Sunset Date, Papillon Date,‌ CGA and B2Gold must consult in good faith with a view to: (iv) consider and if agreed, determine whether the Scheme or a transaction that results in B2Gold having beneficial ownership of all of the Papillon CGA Shares may proceed by way of alternative means or methods; (v) consider and if agreed, extend the time or date for satisfaction of the relevant Condition Precedent or the Sunset Date; or (vi) consider and if agreed, change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by Papillon CGA and B2Gold (being a date no later than five Business Days before the Sunset Date). (b) If Papillon CGA and B2Gold are unable to reach agreement under clause 3.8(a) within the Required Consultation Period, either Papillon CGA or B2Gold may, provided that Condition Precedent is for the benefit of that party, terminate this agreement by by‌ notice in writing to the other without incurring any liability to the other party because of that termination (other than under clause 11 if applicable), unless the relevant occurrence or the breach or non-fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination.termination.‌ (d) If the Condition Precedent condition in clause 3.1(b)(i) is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice within 3 Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (e) If the Court refuses to make an order approving the Scheme satisfying clause 3.1(f), at B2Gold’s request Papillon CGA must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the Sunset Date). Papillon CGA may bring an appeal even if not requested by B2Gold. If any such appeal is undertaken at the request of B2Gold, B2Gold will bear PapillonCGA’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by PapillonCGA, without the prior request from B2Gold, Papillon CGA will bear B2Gold’s costs of the appeal unless the parties otherwise agree.

Conditions Precedent not met. ‌ (a) If:If:‌ (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this agreementdeed; (ii) there is an act, failure to act, event or occurrence or non-occurrence which will may prevent a Condition Precedent being satisfied or waived by the date specified in clause 3.1 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this agreementdeed), ; or (iii) if it becomes probable more likely than not that the Scheme will not become Effective by the Sunset End Date, Papillon either party may serve written notice on the other party as soon as practicable and B2Gold in any event, within two Business Days (Consultation Notice). (b) If a party gives a Consultation Notice to the other party, the parties must consult in good faith with a view to:to respectively:‌ (ivi) consider considering and if agreed, determine determining whether the Scheme or a transaction that results in B2Gold having beneficial ownership of all of the Papillon Shares Transaction may proceed by way of alternative means or methods; (vii) consider considering and if agreed, extend extending the time or date for satisfaction of the relevant Condition Precedent or the Sunset DateEnd Date (as applicable); or (viiii) consider considering and if agreed, change changing the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by Papillon and B2Gold the parties (being a date no later than five Business Days before the Sunset End Date). (bc) If Papillon Subject to clauses 3.7(e) and B2Gold 3.7(f), if the parties are unable to reach agreement under clause 3.8(a3.7(a) within the Required Consultation Period, then after the Required Consultation Period ends, either Papillon or B2Gold party may, provided that the relevant Condition Precedent is for the sole benefit of that partyparty and has not been waived in accordance with clause 3.2, terminate this agreement deed by notice in writing to the other party without incurring any liability to the other party because of that termination (other than under alone and such termination will be in accordance with clause 11 if applicable), unless the relevant occurrence or the breach or non-fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination.14.‌ (d) If the Condition Precedent in clause 3.1(b)(i3.1(b) (92 Energy Shareholder Approval) is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within 3 three Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (e) If the Court refuses to make an order approving the Scheme satisfying clause 3.1(f3.1(d), at B2Gold’s ▇▇▇▇'▇ request Papillon 92 Energy must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the Sunset End Date). Papillon 92 Energy may bring an appeal even if not requested by B2Gold▇▇▇▇. If any such appeal is undertaken at the request of B2Gold▇▇▇▇, B2Gold ▇▇▇▇ will bear Papillon92 Energy’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Papillon92‌ Energy, without the prior request from B2Gold▇▇▇▇, Papillon 92 Energy will bear B2Gold’s ▇▇▇▇'▇ costs of the appeal unless the parties otherwise agree. (f) A party will not be entitled to terminate this deed for any reason set out in‌ clause 3.7(c) if the relevant Condition Precedent has not been satisfied as a result (either alone or together with other circumstances) of: (i) a breach of this deed by that party; or (ii) a deliberate act or omission or non-omission of that party which either alone or when taken together with other deliberate acts or omissions of that party, prevents that Condition Precedent being satisfied.

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this agreementdeed; (ii) there is an act, failure to act, event or occurrence or non-occurrence which will may prevent a Condition Precedent being satisfied or waived by the date specified in clause 3.1 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this agreementdeed), ; or (iii) if it becomes probable more likely than not that the Scheme will not become Effective by the Sunset End Date, Papillon either party may serve written notice on the other party as soon as practicable and B2Gold in any event, within two Business Days (Consultation Notice). (b) If a party gives a Consultation Notice to the other party, the parties must consult in good faith with a view toto respectively: (ivi) consider considering and if agreed, determine determining whether the Scheme or a transaction that results in B2Gold having beneficial ownership of all of the Papillon Shares Transaction may proceed by way of alternative means or methods; (vii) consider considering and if agreed, extend extending the time or date for satisfaction of the relevant Condition Precedent or the Sunset DateEnd Date (as applicable); or (viiii) consider considering and if agreed, change changing the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by Papillon and B2Gold the parties (being a date no later than five Business Days before the Sunset End Date). (bc) If Papillon Subject to clauses 3.7(e) and B2Gold 3.7(f), if the parties are unable to reach agreement under clause 3.8(a3.7(a) within the Required Consultation Period, then after the Required Consultation Period ends, either Papillon or B2Gold party may, provided that the relevant Condition Precedent is for the sole benefit of that partyparty and has not been waived in accordance with clause 3.2, terminate this agreement deed by notice in writing to the other party without incurring any liability to the other party because of that termination (other than under alone and such termination will be in accordance with clause 11 if applicable), unless the relevant occurrence or the breach or non-fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination14. (d) If the Condition Precedent in clause 3.1(b)(i3.1(b) (92 Energy Shareholder Approval) is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within 3 three Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (e) If the Court refuses to make an order approving the Scheme satisfying clause 3.1(f3.1(d), at B2Gold’s ▇▇▇▇'▇ request Papillon 92 Energy must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the Sunset End Date). Papillon 92 Energy may bring an appeal even if not requested by B2Gold▇▇▇▇. If any such appeal is undertaken at the request of B2Gold▇▇▇▇, B2Gold ▇▇▇▇ will bear Papillon92 Energy’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Papillon92 Energy, without the prior request from B2Gold▇▇▇▇, Papillon 92 Energy will bear B2Gold’s ▇▇▇▇'▇ costs of the appeal unless the parties otherwise agree. (f) A party will not be entitled to terminate this deed for any reason set out in clause 3.7(c) if the relevant Condition Precedent has not been satisfied as a result (either alone or together with other circumstances) of: (i) a breach of this deed by that party; or (ii) a deliberate act or omission or non-omission of that party which either alone or when taken together with other deliberate acts or omissions of that party, prevents that Condition Precedent being satisfied.

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not satisfied or waived (where capable of waiver) in accordance with this agreementdeed; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied or waived by the date specified in clause clauses 3.1 or 3.3 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived or satisfied in accordance with this agreementdeed), or (iii) if it becomes probable that the Scheme or Option Scheme will not become Effective by the Sunset End Date, Papillon either party may serve notice on the other party, and B2Gold the parties must consult in good faith with a view to: (iv) consider considering and if agreed, determine determining whether the Scheme or a transaction that results in B2Gold having beneficial ownership of all of the Papillon Shares Transaction may proceed by way of alternative means or methods; (v) consider considering and if agreed, extend extending the time or date for satisfaction of the relevant Condition Precedent or the Sunset End Date; or (vi) consider considering and if agreed, change changing the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or Option Scheme or adjourning that application (as applicable) to another date agreed to in writing by Papillon and B2Gold the parties (being a date no later than five Business Days before the Sunset End Date). (b) If Papillon and B2Gold Subject to clause 3.10(e), if the parties are unable to reach agreement under clause 3.8(a3.10(a) within the Required Consultation Period, then after the Required Consultation Period ends, either Papillon or B2Gold party may, provided that the relevant Condition Precedent is for the benefit of that party, terminate this agreement deed by notice in writing to the other without incurring any liability to the other party because of that termination (other than under alone and such termination will be in accordance with clause 11 if applicable), unless the relevant occurrence or the breach or non-fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party14. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent in clause 3.1(b)(iclauses 3.1(b) is (Creso Shareholder Approval), 3.1(k) (Creso Listed Optionholder Approval) or 3.3(b) (Creso Listed Optionholder Approval) are not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice to the other party within 3 three Business Days after the date of the conclusion of the Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (ed) If the Court refuses to make an order order: (i) approving the Scheme satisfying clause 3.1(f3.1(c); or (ii) approving the Option Scheme satisfying clauses 3.1(l) or 3.3(c), at B2Gold’s Red Light's request Papillon ▇▇▇▇▇ must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the Sunset End Date). Papillon Creso may bring an appeal even if not requested by B2GoldRed Light. If any such appeal is undertaken at the request of B2GoldRed Light, B2Gold Red Light will bear PapillonCreso’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Papillon▇▇▇▇▇, without the prior request from B2GoldRed Light, Papillon Creso will bear B2Gold’s Red Light's costs of the appeal unless the parties otherwise agree. (e) A party will not be entitled to terminate this deed for any reason set out in

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this agreement; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied by the date specified in clause 3.1 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived in accordance with this agreement), or (iii) if it becomes probable that the Scheme will not become Effective by the Sunset Date, Papillon and B2Gold must consult in good faith with a view to: (iv) consider and if agreed, determine whether the Scheme or a transaction that results in B2Gold having beneficial ownership of all of the Papillon Shares may proceed by way of alternative means or methods; (v) consider and if agreed, extend the time or date for satisfaction of the relevant Condition Precedent or the Sunset Date; or (vi) consider and if agreed, change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by Papillon and B2Gold (being a date no later than five Business Days before the Sunset Date). (b) If Papillon and B2Gold are unable to reach agreement under clause 3.8(a) within the Required Consultation Period, either Papillon or B2Gold may, provided that Condition Precedent is for the benefit of that party, terminate this agreement by notice in writing to the other without incurring any liability to the other party because of that termination (other than under clause 11 if applicable), unless the relevant occurrence or the breach or non-non- fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent in clause 3.1(b)(i) is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice within 3 Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. (e) If the Court refuses to make an order approving the Scheme satisfying clause 3.1(f), at B2Gold’s request Papillon must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the Sunset Date). Papillon may bring an appeal even if not requested by B2Gold. If any such appeal is undertaken at the request of B2Gold, B2Gold will bear Papillon’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Papillon, without the prior request from B2Gold, Papillon will bear B2Gold’s costs of the appeal unless the parties otherwise agree.