Common use of Economic Equivalence Clause in Contracts

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the Board of Directors shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the board may require), economic equivalence and each such determination shall be conclusive and binding on the Corporation and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (a) in the case of any stock dividend or other distribution payable in shares of US Gold Common Stock, the number of such shares issued in proportion to the number of shares of US Gold Common Stock previously outstanding; (b) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Common Stock), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of shares of US Gold Common Stock and the term of any such instrument; (c) in the case of the issuance or distribution of any other form of property (including, without limitation, any shares or securities of US Gold of any class other than US Gold Common Stock, any rights, options or warrants other than those referred to in Section 3.6(b), any evidences of indebtedness of US Gold or any assets of US Gold), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated above) of such property to be issued or distributed with respect to each outstanding share of US Gold Common Stock and the Current Market Price; (d) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Common Stock into a greater number of shares of US Gold Common Stock or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Common Stock into a lesser number of shares of US Gold Common Stock or any amalgamation, merger, reorganization or other transaction affecting the shares of US Gold Common Stock, the effect thereof upon the then outstanding shares of US Gold Common Stock; and (e) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ as a result of differences between taxation Laws of Canada and the United States) except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares.

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the The Board of Directors shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial or other advisors and/or other experts as the board Board of Directors may requiredetermine), “economic equivalence equivalence” for the purposes of the Exchangeable Share Provisions and each such determination shall be conclusive and binding on the Corporation Company and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (ai) in the case of any stock or share dividend or other distribution payable in shares of US Gold Delaware Common StockStock (but excluding any dividends or distributions pursuant to a Preferred Stock Rights Agreement), the number of such shares issued as a result of such stock or share dividend or other distribution in proportion to the number of shares of US Gold Delaware Common Stock previously outstanding; (bii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Delaware Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Delaware Common StockStock (but excluding any dividends or distributions pursuant to a Preferred Stock Rights Agreement), the relationship between the exercise price of each such right, option or warrant warrant, the number of such rights, options or warrants to be issued or distributed in respect of each share of Delaware Common Stock and the Current Market PricePrice of a share of Delaware Common Stock, the price volatility of shares of US Gold the Delaware Common Stock and the term terms of any such instrument; (ciii) in the case of the issuance or distribution of any other form of property (including, without limitation, any shares or securities of US Gold Parent of any class other than US Gold Delaware Common Stock, any rights, options or warrants other than those referred to in Section 3.6(b26.3(e)(ii), any evidences of indebtedness of US Gold Parent or any assets of US GoldParent (but excluding any dividends or distributions pursuant to a Preferred Stock Rights Agreement), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated aboveabove contemplated) of such property to be issued or distributed with respect to each outstanding share of US Gold Delaware Common Stock and the Current Market PricePrice of a share of Delaware Common Stock; (div) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Delaware Common Stock into a greater number of shares of US Gold Delaware Common Stock or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Delaware Common Stock into a lesser number of shares of US Gold Delaware Common Stock or any amalgamation, merger, arrangement, reorganization or other transaction affecting the shares of US Gold Delaware Common Stock, the effect thereof upon the then outstanding shares of US Gold Delaware Common Stock; and (ev) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ from the taxation consequences to holders of Delaware Common Stock as a result of differences between taxation Laws of Canada and the United States) States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

Economic Equivalence. For (a) Parent will not without prior approval of ExchangeCo and the purposes prior approval of the holders of the Exchangeable Shares given in accordance with Section 3.1 and 10.2 of the Share Provisions: (i) issue or distribute Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares) to the holders of all or substantially all of the then outstanding Parent Common Shares by way of stock dividend or other distribution, other than an issue of Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares) to holders of Parent Common Shares who exercise an option to receive dividends in Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares) in lieu of receiving cash dividends; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Parent Common Shares entitling them to subscribe for or to purchase Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Parent Common Shares (A) shares or securities of Parent of any class other than Parent Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Parent Common Shares), (B) rights, options or warrants other than those referred to in Section 3.2 hereof2.7(a)(ii) above, (C) evidences of indebtedness of Parent or (D) assets of Parent, unless the economic equivalent (as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereof) on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b) Parent will not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions: (i) subdivide, redivide or change the then outstanding Parent Common Shares into a greater number of Parent Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Parent Common Shares into a lesser number of Parent Common Shares; or (iii) reclassify or otherwise change Parent Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting Parent Common Shares, unless the same or an economically equivalent change (as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereof) shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares. (c) Parent will ensure that the record date for any event referred to in Section 2.7(a) or 2.7(b) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the date on which such event is declared or announced by Parent (with contemporaneous notification thereof by Parent to ExchangeCo). (d) The Board of Directors of ExchangeCo shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the board may require)discretion, economic equivalence for the purposes of any event referred to in Section 2.7(a) or 2.7(b) hereof and each such determination shall be conclusive and binding on the Corporation and its shareholdersParent. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo to be relevant, be considered by the Board of DirectorsDirectors of ExchangeCo: (ai) in the case of any stock dividend or other distribution payable in shares of US Gold Parent Common StockShares, the number of such shares issued in proportion to the number of shares of US Gold Parent Common Stock Shares previously outstanding; (bii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Parent Common Stock Shares (or securities exercisable or exchangeable for or convertible into or carrying rights to acquire shares of US Gold Parent Common StockShares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, current market value (as determined by the volatility Board of shares Directors of US Gold ExchangeCo in the manner above contemplated) of a Parent Common Stock and the term of any such instrumentShare; (ciii) in the case of the issuance or distribution of any other form of property (including, including without limitation, limitation any shares or securities of US Gold Parent of any class other than US Gold Parent Common StockShares, any rights, options or warrants other than those referred to in Section 3.6(b)2.7(d)(ii) above, any evidences of indebtedness of US Gold Parent or any assets of US GoldParent), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo in the manner contemplated aboveabove contemplated) of such property to be issued or distributed with respect to each outstanding share of US Gold Parent Common Stock Share and the Current Market Pricecurrent market value (as determined by the Board of Directors of ExchangeCo in the manner above contemplated) of a Parent Common Share; (div) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Parent Common Stock Shares into a greater number of shares of US Gold Parent Common Stock Shares or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Parent Common Stock Shares into a lesser number of shares of US Gold Parent Common Stock Shares or any amalgamation, merger, reorganization or other transaction affecting the shares of US Gold Parent Common StockShares, the effect thereof upon the then outstanding shares of US Gold Parent Common StockShares; and (ev) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ from the taxation consequences to holders of Parent Common Shares as a result of differences between taxation Laws laws of Canada and the United States) States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). For purposes of the foregoing determinations, the current market value of any security listed and traded or quoted on a securities exchange shall be the weighted average of the daily trading prices of such security during a period of not less than 20 consecutive trading days ending not more than three trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however, that if in the opinion of the Board of Directors of ExchangeCo the public distribution or trading activity of such securities during such period does not create a market which reflects the fair market value of such securities, then the current market value thereof shall be determined by the Board of Directors of ExchangeCo, in good faith and in its sole discretion, and provided further that any such determination by the Board of Directors of ExchangeCo shall be conclusive and binding on Parent. (e) ExchangeCo agrees that, to the extent required, upon due notice from Parent, ExchangeCo will use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCo, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Parent Common Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the The Board of Directors shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial or other advisors and/or other experts as the board Board of Directors may requiredetermine), “economic equivalence equivalence” for the purposes of the Exchangeable Share Provisions and each such determination shall be conclusive and binding on the Corporation Subco and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (ai) in the case of any stock dividend or other distribution payable in shares of US Gold Common StockRockford Shares, the number of such shares issued in proportion to the number of shares of US Gold Common Stock Rockford Shares previously outstanding; (bii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Common Stock Rockford Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Common StockRockford Shares), the relationship between the exercise price of each such right, option or warrant and warrant, the Current Market PricePrice of a Rockford Share, the volatility of shares of US Gold Common Stock the Rockford Shares and the term terms of any such instrument; (ciii) in the case of the issuance or distribution of any other form of property (including, without limitation, including any shares or securities of US Gold Rockford of any class other than US Gold Common StockRockford Shares, any rights, options or warrants other than those referred to in Section 3.6(b3(e)(ii), any evidences of indebtedness of US Gold Rockford or any assets of US GoldRockford), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated aboveabove contemplated) of such property to be issued or distributed with respect to each outstanding share of US Gold Common Stock Rockford Share and the Current Market PricePrice of a Rockford Share; (div) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Common Stock Rockford Shares into a greater number of shares of US Gold Common Stock Rockford Shares or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Common Stock Rockford Shares into a lesser number of shares of US Gold Common Stock Rockford Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting the shares of US Gold Common StockRockford Shares, the effect thereof upon the then outstanding shares of US Gold Common StockExchangeable Shares; and (ev) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ from the taxation consequences to holders of Rockford Shares as a result of differences between taxation Laws laws of Canada and the United States) States (except for any differing consequences arising as a result of differing withholding taxes and marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the The Board of Directors shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent third party financial or other advisors and/or other experts as the board Board of Directors may requiredetermine), “economic equivalence equivalence” for the purposes of these Exchangeable Share Provisions and each such determination shall be conclusive and binding on the Corporation Company and its shareholders, absent manifest error. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (ai) in the case of any stock share dividend or other share distribution or return of capital payable or otherwise to be satisfied in shares Anglo Teck Shares (including by way of US Gold Common Stockbonus issue of Anglo Teck Shares), the number of Anglo Teck Shares issued as a result of such shares issued share dividend or other share distribution or return of capital in proportion to the number of shares Anglo Teck Shares outstanding immediately prior to such share dividend or other share distribution or return of US Gold Common Stock previously outstandingcapital; (bii) in the case of the issuance or distribution of any rights, options options, warrants or warrants any other form of instruments to subscribe for or purchase shares of US Gold Common Stock Anglo Teck Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Common Stockor subscribe for Anglo Teck Shares), the relationship between the exercise price of each such right, option option, warrant or warrant instrument, the number of such rights, options, warrants or other instruments to be issued or distributed in respect of each Anglo Teck Share and the Current Market PricePrice of an Anglo Teck Share, the price volatility of shares of US Gold Common Stock the Anglo Teck Shares and the term terms of any such instrument; (ciii) in the case of the issuance or distribution of any other form of property (including, without limitation, including any shares or securities of US Gold Anglo Teck of any class other than US Gold Common StockAnglo Teck Shares, any rights, options options, warrants or warrants other instruments (other than those referred to in Section 3.6(b3(e)(ii)), any evidences of indebtedness of US Gold Anglo Teck or any assets of US GoldAnglo Teck or any of its affiliates), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated aboveabove contemplated) of such property to be issued or distributed with respect to each outstanding share of US Gold Common Stock Anglo Teck Share and the Current Market PricePrice of an Anglo Teck Share; (div) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Common Stock Anglo Teck Shares into a greater number of shares of US Gold Common Stock Anglo Teck Shares or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Common Stock Anglo Teck Shares into a lesser number of shares of US Gold Common Stock Anglo Teck Shares or any amalgamation, scheme of arrangement, merger, arrangement, reorganization or other transaction affecting the shares Anglo Teck Shares or redenomination of US Gold Common StockAnglo Teck Shares, the effect thereof upon the then outstanding shares of US Gold Common StockAnglo Teck Shares; and (ev) in all such cases, the general taxation consequences of the relevant event to holders beneficial owners of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ from the taxation consequences to beneficial owners of Anglo Teck Shares as a result of differences between taxation Laws laws of Canada and the United States) Kingdom (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders beneficial owners of Exchangeable Shares).

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the Board of Directors shall will determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the board Board of Directors may require), economic equivalence and each such determination shall will be conclusive and binding on the Corporation Partnership and its shareholdersunitholders. In making each such determination, the following factors shallwill, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (a) in the case of any stock dividend distribution or other distribution payable in shares of US Gold Common StockBPY Units, the number of such shares units issued in proportion to the number of shares of US Gold Common Stock BPY Units previously outstanding; (b) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Common Stock BPY Units (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Common StockBPY Units), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of shares of US Gold Common Stock BPY Units and the term of any such instrument; (c) in the case of the issuance or distribution of any other form of property (including, without limitation, any shares units or securities of US Gold of any class BPY other than US Gold Common StockBPY Units, any rights, options or warrants other than those referred to in Section 3.6(b), any evidences of indebtedness of US Gold BPY or any assets of US GoldBPY), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated above) of such property to be issued or distributed with respect to each outstanding share of US Gold Common Stock BPY Unit and the Current Market Price; (d) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Common Stock BPY Units into a greater number of shares of US Gold Common Stock BPY Units or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Common Stock BPY Units into a lesser number of shares of US Gold Common Stock BPY Units or any amalgamation, merger, reorganization or other transaction affecting the shares of US Gold Common StockBPY Units, the effect thereof upon the then outstanding shares of US Gold Common StockBPY Units; and (e) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares LP Units compared to holders of shares of US Gold Common Stock BPY Units (including to the extent that such consequences may differ as a result of differences between taxation Laws of Canada and the United StatesBermuda) except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable SharesLP Units.

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the The Board of Directors shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial or other advisors and/or other experts as the board Board of Directors may requiredetermine), “economic equivalence equivalence” for the purposes of the Exchangeable Share Provisions and each such determination shall be conclusive and binding on the Corporation Company and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (ai) in the case of any stock or share dividend or other distribution payable in shares of US Gold Common StockVail Shares, the number of such shares issued as a result of such stock or share dividend or other distribution in proportion to the number of shares of US Gold Common Stock Vail Shares previously outstanding; (bii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Common Stock Vail Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Common StockVail Shares), the relationship between the exercise price of each such right, option or warrant warrant, the number of such rights, options or warrants to be issued or distributed in respect of each Vail Share and the Current Market PricePrice of a Vail Share, the price volatility of shares of US Gold Common Stock the Vail Shares and the term terms of any such instrument; (ciii) in the case of the issuance or distribution of any other form of property (including, including without limitation, limitation any shares or securities of US Gold Vail of any class other than US Gold Common StockVail Shares, any rights, options or warrants other than those referred to in Section 3.6(b3(e)(ii), any evidences of indebtedness of US Gold Vail or any assets of US GoldVail), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated aboveabove contemplated) of such property to be issued or distributed with respect to each outstanding share of US Gold Common Stock Vail Share and the Current Market PricePrice of a Vail Share; (div) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Common Stock Vail Shares into a greater number of shares of US Gold Common Stock Vail Shares or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Common Stock Vail Shares into a lesser number of shares of US Gold Common Stock Vail Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting the shares of US Gold Common StockVail Shares, the effect thereof upon the then outstanding shares of US Gold Common StockVail Shares; and (ev) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ from the taxation consequences to holders of Vail Shares as a result of differences between taxation Laws laws of Canada and the United States) States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the The Board of Directors shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial or other advisors and/or other experts as the board Board of Directors may requiredetermine), “economic equivalence equivalence” for the purposes of the Exchangeable Share Provisions and each such determination shall be conclusive and binding on the Corporation Company and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (ai) in the case of any stock dividend or other distribution payable in shares of US Gold Common StockMolycorp Shares, the number of such shares issued in proportion to the number of shares of US Gold Common Stock Molycorp Shares previously outstanding; (bii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Common Stock Molycorp Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Common StockMolycorp Shares), the relationship between the exercise price of each such right, option or warrant and warrant, the Current Market PricePrice of a Molycorp Share, the volatility of shares of US Gold Common Stock the Molycorp Shares and the term terms of any such instrument; (ciii) in the case of the issuance or distribution of any other form of property (including, without limitation, including any shares or securities of US Gold Molycorp of any class other than US Gold Common StockMolycorp Shares, any rights, options or warrants other than those referred to in Section 3.6(b3(e)(ii), any evidences of indebtedness of US Gold Molycorp or any assets of US GoldMolycorp), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated aboveabove contemplated) of such property to be issued or distributed with respect to each outstanding share of US Gold Common Stock Molycorp Share and the Current Market PricePrice of a Molycorp Share; (div) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Common Stock Molycorp Shares into a greater number of shares of US Gold Common Stock Molycorp Shares or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Common Stock Molycorp Shares into a lesser number of shares of US Gold Common Stock Molycorp Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting the shares of US Gold Common StockMolycorp Shares, the effect thereof upon the then outstanding shares of US Gold Common StockExchangeable Shares; and (ev) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ from the taxation consequences to holders of Molycorp Shares as a result of differences between taxation Laws laws of Canada and the United States) States (except for any differing consequences arising as a result of differing withholding taxes and marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the The Board of Directors shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial or other advisors and/or other experts as the board Board of Directors may requiredetermine), “economic equivalence equivalence” for the purposes of the Exchangeable Share Provisions and each such determination shall be conclusive and binding on the Corporation Company and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (ai) in the case of any stock dividend or other distribution payable in shares of US Gold Common StockParent Shares, the number of such shares issued in proportion to the number of shares of US Gold Common Stock Parent Shares previously outstanding; (bii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Common Stock Parent Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Common StockParent Shares), the relationship between the exercise price of each such right, option or warrant and warrant, the Current Market PricePrice of a Parent Share, the volatility of shares of US Gold Common Stock the Parent Shares and the term terms of any such instrument; (ciii) in the case of the issuance or distribution of any other form of property (including, without limitation, including any shares or securities of US Gold the Parent of any class other than US Gold Common StockParent Shares, any rights, options or warrants other than those referred to in Section 3.6(b3(e)(ii), any evidences of indebtedness of US Gold the Parent or any assets of US Goldthe Parent), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated aboveabove contemplated) of such property to be issued or distributed with respect to each outstanding share of US Gold Common Stock Parent Share and the Current Market PricePrice of a Parent Share; (div) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Common Stock Parent Shares into a greater number of shares of US Gold Common Stock Parent Shares or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Common Stock Parent Shares into a lesser number of shares of US Gold Common Stock Parent Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting the shares of US Gold Common StockParent Shares, the effect thereof upon the then outstanding shares of US Gold Common StockExchangeable Shares; and (ev) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ from the taxation consequences to holders of Parent Shares as a result of differences between taxation Laws laws of Canada and the United States) States (except for any differing consequences arising as a result of differing withholding taxes and marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the The Board of Directors shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial or other advisors and/or other experts as the board Board of Directors may requiredetermine), “economic equivalence equivalence” for the purposes of the Exchangeable Share Provisions and each such determination shall be conclusive and binding on the Corporation Company and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (ai) in the case of any stock or share dividend or other distribution payable in shares of US Gold Common StockAkerna Shares, the number of such shares issued as a result of such stock or share dividend or other distribution in proportion to the number of shares of US Gold Common Stock Akerna Shares previously outstanding; (bii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Common Stock Akerna Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Common StockAkerna Shares), the relationship between the exercise price of each such right, option or warrant warrant, the number of such rights, options or warrants to be issued or distributed in respect of each Akerna Share and the Current Market PricePrice of an Akerna Share, the price volatility of shares of US Gold Common Stock the Akerna Shares and the term terms of any such instrument; (ciii) in the case of the issuance or distribution of any other form of property (including, including without limitation, limitation any shares or securities of US Gold Akerna of any class other than US Gold Common StockAkerna Shares, any rights, options or warrants other than those referred to in Section 3.6(b3(e)(ii), any evidences of indebtedness of US Gold Akerna or any assets of US GoldAkerna), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated aboveabove contemplated) of such property to be issued or distributed with respect to each outstanding share of US Gold Common Stock Akerna Share and the Current Market PricePrice of an Akerna Share; (div) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Common Stock Akerna Shares into a greater number of shares of US Gold Common Stock Akerna Shares or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Common Stock Akerna Shares into a lesser number of shares of US Gold Common Stock Akerna Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting the shares of US Gold Common StockAkerna Shares, the effect thereof upon the then outstanding shares of US Gold Common StockAkerna Shares; and (ev) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ from the taxation consequences to holders of Akerna Shares as a result of differences between taxation Laws laws of Canada and the United States) States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the The Board of Directors shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial or other advisors and/or other experts as the board Board of Directors may requiredetermine), “economic equivalence equivalence” for the purposes of the Exchangeable Share Provisions and each such determination shall be conclusive and binding on the Corporation Company and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (ai) in the case of any stock dividend or other distribution payable in shares of US Gold Common StockParent Shares, the number of such shares issued in proportion to the number of shares of US Gold Common Stock Parent Shares previously outstanding; (bii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Common Stock Parent Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Common StockParent Shares), the relationship between the exercise price of each such right, option or warrant and warrant, the Current Market PricePrice of a Parent Share, the volatility of shares of US Gold Common Stock the Parent Shares and the term terms of any such instrument; (ciii) in the case of the issuance or distribution of any other form of property (including, without limitation, including any shares or securities of US Gold the Parent of any class other than US Gold Common StockParent Shares, any rights, options or warrants other than those referred to in Section 3.6(b3(a)(ii), any evidences of indebtedness of US Gold the Parent or any assets of US Goldthe Parent), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated aboveabove contemplated) of such property to be issued or distributed with respect to each outstanding share of US Gold Common Stock Parent Share and the Current Market PricePrice of a Parent Share; (div) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Common Stock Parent Shares into a greater number of shares of US Gold Common Stock Parent Shares or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Common Stock Parent Shares into a lesser number of shares of US Gold Common Stock Parent Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting the shares of US Gold Common StockParent Shares, the effect thereof upon the then outstanding shares of US Gold Common StockExchangeable Shares; andand [Ameri – Exchangeable Share Provisions] (ev) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ from the taxation consequences to holders of Parent Shares as a result of differences between taxation Laws laws of Canada and the United States) States (except for any differing consequences arising as a result of differing withholding taxes and marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

Economic Equivalence. For the purposes of Section 3.1 and Section 3.2 hereof, the The Board of Directors shall determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial or other advisors and/or other experts as the board Board of Directors may requiredetermine), "economic equivalence equivalence" for the purposes of the Exchangeable Share Provisions and each such determination shall be conclusive and binding on the Corporation Company and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors: (ai) in the case of any stock dividend or other distribution payable in shares of US Gold Common StockParent Shares, the number of such shares issued in proportion to the number of shares of US Gold Common Stock Parent Shares previously outstanding; (bii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of US Gold Common Stock Parent Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of US Gold Common StockParent Shares), the relationship between the exercise price of each such right, option or warrant and warrant, the Current Market PricePrice of a Parent Share, the volatility of shares of US Gold Common Stock the Parent Shares and the term terms of any such instrument; (ciii) in the case of the issuance or distribution of any other form of property (including, without limitation, including any shares or securities of US Gold the Parent of any class other than US Gold Common StockParent Shares, any rights, options or warrants other than those referred to in Section 3.6(b3(e)(ii), any evidences of indebtedness of US Gold the Parent or any assets of US Goldthe Parent), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated aboveabove contemplated) of such property to be issued or distributed with respect to each outstanding share of US Gold Common Stock Parent Share and the Current Market PricePrice of a Parent Share; (div) in the case of any subdivision, redivision or change of the then outstanding shares of US Gold Common Stock Parent Shares into a greater number of shares of US Gold Common Stock Parent Shares or the reduction, combination, consolidation or change of the then outstanding shares of US Gold Common Stock Parent Shares into a lesser number of shares of US Gold Common Stock Parent Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting the shares of US Gold Common StockParent Shares, the effect thereof upon the then outstanding shares of US Gold Common StockExchangeable Shares; and (ev) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares compared to holders of shares of US Gold Common Stock (including to the extent that such consequences may differ from the taxation consequences to holders of Parent Shares as a result of differences between taxation Laws laws of Canada and the United States) States (except for any differing consequences arising as a result of differing withholding taxes and marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).