Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The obligations of the Parties to complete the transactions contemplated by this Agreement, are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Arrangement Resolution shall have been approved and adopted by the Brazauro Securityholders at the Brazauro Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Brazauro and Eldorado, acting reasonably, on appeal or otherwise; (c) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the consummation of the Arrangement; (d) Eldorado Shares, Converted Eldorado Options and Converted Eldorado Warrants to be issued in the United States pursuant to the Arrangement shall be exempt from the registration requirements under the U.S. Securities Act; (e) the Key Regulatory Approvals shall have been obtained; (f) the Key Third Party Consents shall have been obtained; (g) if required by applicable Securities Laws: (i) relief shall have been obtained from any requirement of NI 43-101 which would require the filing on SEDAR by Brazauro or New Brazauro of a technical report in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; or (ii) a technical report as required under NI 43-101 can be prepared so as to not unduly delay the Brazauro Meeting; (h) this Agreement shall not have been terminated in accordance with its terms; and (i) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Laws.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the transactions contemplated by this Agreement, and in particular to complete the Arrangement, are subject to the fulfillmentsatisfaction, on or before the Effective Time, of each or such other time specified, of the following conditions precedent, each of which may only be waived with the mutual consent of the Partiesconditions: (a) the Arrangement Resolution Interim Order shall have been approved granted in form and adopted by the Brazauro Securityholders at the Brazauro Meeting in accordance with the Interim Order; (b) the Interim Order substance satisfactory to each of Cenovus and the Final Order shall each have been obtained on terms consistent with this AgreementHusky, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Brazauro Cenovus or Husky, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been approved by the Husky Common Shareholders and Eldoradothe holders of Husky Options by the Husky Required Approval at the Husky Meeting, in accordance with the Interim Order; (c) the Share Issuance Resolution shall have been approved by the Cenovus Common Shareholders at the Cenovus Meeting; (d) the Final Order shall have been granted on terms consistent with this Agreement, and such order shall not have been set aside or modified in a manner unacceptable to Cenovus or Husky, acting reasonably, on appeal or otherwise; (ci) there the TSX shall not exist any prohibition at Lawhave conditionally approved the issuance and the listing and posting for trading on the TSX of: (A) the Cenovus Common Shares, including a cease trade orderthe Cenovus Warrants and, injunction or other prohibition or order at Law or under applicable legislationif the Preferred Share Condition is satisfied prior to the Effective Time, against Eldorado or Brazauro which shall prevent the consummation of Cenovus Preferred Shares to be issued pursuant to the Arrangement; ; and (dB) Eldorado Shares, Converted Eldorado Options the Cenovus Common Shares issuable upon exercise of Cenovus Warrants; and Converted Eldorado (ii) the NYSE shall have approved the issuance of: (A) the Cenovus Common Shares and the Cenovus Warrants to be issued in the United States pursuant to the Arrangement shall Arrangement; and (B) the Cenovus Common Shares issuable upon exercise of Cenovus Warrants, subject, in each case, to official notice of issuance, in each case subject only to customary conditions reasonably expected to be exempt from the registration requirements under the U.S. Securities Actsatisfied; (ef) the Key Regulatory Approvals shall have been obtained; (f) the , and each such Key Third Party Consents Regulatory Approval shall have been obtained;be in full force and effect; and (g) if required by applicable Securities Laws: (i) relief no Governmental Authority shall have been obtained enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement. The conditions in this Section 6.1 are for the mutual benefit of the Parties and may be asserted by either Party regardless of the circumstances and may be waived by the mutual written consent of the Parties, in whole or in part, at any time and from any requirement of NI 43-101 which would require the filing on SEDAR by Brazauro or New Brazauro of a technical report in respect of any disclosure in the Brazauro Circular with respect time to time without prejudice to any material property of New Brazauroother rights that the Parties may have, provided that if any such relief granted requires including the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; or (ii) a technical report as required under NI 43-101 can be prepared so as to not unduly delay the Brazauro Meeting; (h) this Agreement shall not have been terminated in accordance with its terms; and (i) the distribution right of the securities pursuant Parties to the Arrangement shall be exempt from the prospectus and registration requirements rely on any other of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Lawssuch conditions.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillmentsatisfaction, on or before the Effective Time, of each or such other time specified, of the following conditions precedentconditions, each of which may only be waived with by the mutual written consent of the Partiesboth Parties without prejudice to each Party's right to rely on any other of such conditions: (a) on or prior to July 27, 2018, the Arrangement Resolution Interim Order shall have been approved granted in form and adopted by the Brazauro Securityholders at the Brazauro Meeting in accordance with the Interim Order; (b) the Interim Order substance satisfactory to each of Baytex and the Final Order shall each have been obtained on terms consistent with this AgreementRaging River, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Brazauro and EldoradoBaytex or Raging River, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution, in the form and substance reasonably satisfactory to each of Raging River and Baytex, shall have been approved by the Raging River Shareholders in accordance with the Raging River Shareholders' Vote at the Raging River Meeting, in accordance with the Interim Order; (c) there the Share Issuance Resolution, in the form and substance reasonably satisfactory to each of Raging River and Baytex, shall not exist any prohibition have been approved by the Baytex Shareholders at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the consummation of the ArrangementBaytex Meeting; (d) Eldorado Sharesthe Final Order shall have been granted in form and substance satisfactory to each of Baytex and Raging River, Converted Eldorado Options acting reasonably, and Converted Eldorado Warrants such order shall not have been set aside or modified in a manner unacceptable to be issued in the United States pursuant to the Arrangement shall be exempt from the registration requirements under the U.S. Securities ActBaytex or Raging River, acting reasonably, on appeal or otherwise; (e) the Key Regulatory Approvals Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have been obtainedbe in form and substance satisfactory to each of Baytex and Raging River, acting reasonably; (fi) the Key Third Party Consents TSX shall have been obtainedconditionally approved the issuance and the listing and posting for trading on the TSX of the Baytex Shares to be issued pursuant to the Arrangement (including and without limitation, the Baytex Shares issuable on exercise of Raging River Options which remain outstanding following the Effective Date in accordance with Subsection 2.5(b) and vesting of all Raging River Restricted Awards and Raging River Performance Awards which remain outstanding following the Effective Date in accordance with Subsection 2.5(c)(ii)) and (ii) the NYSE shall have approved the issuance of such Baytex Shares, subject to official notice of issuance, in each case subject only to customary conditions reasonably expected to be satisfied; (g) if the Competition Act Approval shall have been obtained on terms and conditions satisfactory to each of Raging River and Baytex, acting reasonably; (h) holders of not more than 5% of the issued and outstanding Raging River Shares shall have exercised, and not withdrawn, Dissent Rights; (i) all required regulatory and governmental approvals and consents necessary for the completion of the Arrangement, other than those otherwise contemplated in this Section 5.1, shall have been obtained on terms and conditions satisfactory to each of Raging River and Baytex, acting reasonably; and (j) no action shall have been taken under any existing Applicable Law, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued after the Agreement Date by applicable Securities Lawsany Governmental Authority, that: (i) relief shall have been obtained from makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any requirement of NI 43-101 which would require the filing on SEDAR other transactions contemplated by Brazauro or New Brazauro of a technical report in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Timethis Agreement; or (ii) results in a technical report as required under NI 43-101 can be prepared so as judgment or assessment of material damages directly or indirectly relating to not unduly delay the Brazauro Meeting; (h) transactions contemplated by this Agreement shall not have been terminated in accordance with its terms; and (i) Agreement. The foregoing conditions are for the distribution mutual benefit of the securities pursuant to the Arrangement shall Parties and may be exempt from the prospectus and registration requirements of applicable Securities Laws asserted by either by virtue of exemptive relief from the securities regulatory authorities of each Party regardless of the provinces circumstances and may be waived by the mutual written consent of Canada the Parties, in whole or by virtue of applicable exemptions under applicable Securities Lawsin part, at any time and from time to time without prejudice to any other rights that such Parties may have.

Mutual Conditions Precedent. The respective obligations of the Parties each party hereto to complete the transactions contemplated by this Agreement, are and the obligation of IMA to file a copy of the Final Order and other documents (if any) required to give effect to the Arrangement with the Registrar, shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Partiesconditions: (a) the Arrangement Resolution Interim Order shall have been granted in form and substance satisfactory to IMA; (b) the Arrangement, with or without amendment, shall have been approved and adopted at the Meeting by the Brazauro Securityholders at the Brazauro Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Brazauro and Eldorado, acting reasonably, on appeal or otherwise;, (c) there the Arrangement with or without amendment, shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent have been approved by the consummation shareholders of the Arrangementeach of IMA Holdco and Golden Arrow; (d) Eldorado Shares, Converted Eldorado Options the Final Order shall have been granted in form and Converted Eldorado Warrants substance satisfactory to be issued in the United States pursuant to the Arrangement shall be exempt from the registration requirements under the U.S. Securities ActIMA; (e) the Key Regulatory Approvals TSX-V shall have been obtainedconditionally accepted the Arrangement and confirmed that immediately prior to the Effective Date, the IMA Special Shares and the Golden Arrow Preferred Shares issuable under the Arrangement will be listed on the TSX-V; (f) all other consents, orders, rulings, approvals and assurances, including regulatory and judicial approvals and orders required, necessary or desirable for the Key Third Party Consents Arrangement to become effective shall have been obtainedobtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, in a form acceptable to IMA; (g) if required there shall not be in force any order or decree restraining or enjoining the consummation of the transaction contemplated by applicable Securities Laws:the Arrangement Agreement; (h) IMA shall provide to Golden Arrow, on or before the Effective Date, an indemnity in form and substance acceptable to Golden Arrow for any costs or losses incurred by Golden Arrow in respect of the legal action commenced by a subsidiary of Aquiline Resources Inc. against IMA; (i) relief shall notices of dissent have not been obtained from any requirement delivered by Shareholders holding greater than 1% of NI 43-101 which would require the filing on SEDAR by Brazauro or New Brazauro of a technical report in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; or (ii) a technical report as required under NI 43-101 can be prepared so as to not unduly delay the Brazauro Meetingoutstanding IMA Common Shares; (hj) this Agreement shall not have been terminated in accordance with its terms; and (i) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Laws.Article 6;

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to complete consummate the transactions contemplated by this Agreement, herein are subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each any of which may only be waived with by the mutual consent of the Partiessuch parties without prejudice to their rights to rely on any other or others of such conditions: (a) the Arrangement Resolution shall evidence that Moshi and Moshing have been approved obtained all consents, approvals and adopted by the Brazauro Securityholders at the Brazauro Meeting authorizations (including, without limitation, all stock exchange, securities commission and other regulatory approvals) required or necessary in accordance connection with the Interim Ordertransactions contemplated herein on terms and conditions reasonably satisfactory to Moshi and Moshing; (b) a special resolution shall have been passed by the Interim Order Moshi Shareholders duly approving the Continuance and the Final Order shall Amalgamation in form and substance satisfactory to Moshi and Moshing, each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Brazauro and Eldorado, acting reasonably, on appeal or otherwise; (c) there a special resolution shall not exist any prohibition at Lawhave been passed by the Moshing Shareholders approving the Amalgamation, including a cease trade orderin form and substance satisfactory to Moshi and Moshing, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the consummation of the Arrangementeach acting reasonably; (d) Eldorado Sharesthe Amalgamation shall have been approved by the board of directors of Moshi and Moshing, Converted Eldorado Options and Converted Eldorado Warrants to be issued in the United States pursuant respectively, immediately prior to the Arrangement shall be exempt from the registration requirements under the U.S. Securities ActEffective Date; (e) the Key Regulatory Approvals Moshi shall have been obtainedtransferred all the rights, interests, claims and options held by Moshi in the assets of Moshi which are set out in Schedules D and E attached hereto to a subsidiary, affiliated company, or other assignee or nominee company, or any combination thereof, in addition to taking all necessary steps permitted by law and any and all necessary corporate actions to spin off any other existing assets held by Moshi prior to amalgamation, as deemed necessary and advisable in the sole discretion of the board of directors of Moshi; (f) the Key Third Party Consents Arrangement Agreement dated October 20, 2014 among True Zone Resources Inc., ("True Zone"), and Patch Industries Ltd. (“Patch”), Frond Resources Ltd. (“Frond”), Oak Cliff Resources Ltd. (“Oak”), Moshi Mountain Industries Ltd. (“Moshi”), Elm Resources Ltd. (“Elm”) (collectively “True Zone Subsidiaries”) and Patchouli Capital Inc. (“Patchouli Capital”), Frond Capital Inc. (“Frond Capital”), Oak Cliff Capital Inc. (“Oak Capital”), Moshing Capital Inc. (“Moshing Capital”) and Elmira Capital Inc. (“Elmira Capital”) (collectively “Capital Companies”) shall have been obtained;approved by the shareholders of True Zone and the Supreme Court of British Columbia. (g) if required there shall be no action taken under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by applicable Securities Lawsany court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) relief shall have been obtained from makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any requirement of NI 43-101 other transaction contemplated in this Agreement which would require are necessary to complete the filing on SEDAR by Brazauro or New Brazauro of a technical report in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective TimeAmalgamation; or (ii) results in a technical report as required under NI 43-101 can be prepared so as judgment or assessment of material damage directly or indirectly relating to not unduly delay the Brazauro Meeting;transactions contemplated herein; or (hiii) this Agreement shall not which would have been terminated in accordance with its termsa Material Adverse Effect on the completion of the Amalgamation; and (i) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Laws.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillmentsatisfaction, on or before the Effective Time, of each or such other time specified, of the following conditions precedentconditions, each of which may only be waived with by the mutual written consent of the Partiesboth Parties without prejudice to each Party's right to rely on any other of such conditions: (a) on or prior to July 27, 2018, the Arrangement Resolution Interim Order shall have been approved granted in form and adopted by the Brazauro Securityholders at the Brazauro Meeting in accordance with the Interim Order; (b) the Interim Order substance satisfactory to each of Baytex and the Final Order shall each have been obtained on terms consistent with this AgreementRaging River, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Brazauro and EldoradoBaytex or Raging River, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution, in the form and substance reasonably satisfactory to each of Raging River and Baytex, shall have been approved by the Raging River Shareholders in accordance with the Raging River Shareholders' Vote at the Raging River Meeting, in accordance with the Interim Order; (c) there the Share Issuance Resolution, in the form and substance reasonably satisfactory to each of Raging River and Baytex, shall not exist any prohibition have been approved by the Baytex Shareholders at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the consummation of the ArrangementBaytex Meeting; (d) Eldorado Sharesthe Final Order shall have been granted in form and substance satisfactory to each of Baytex and Raging River, Converted Eldorado Options acting reasonably, and Converted Eldorado Warrants such order shall not have been set aside or modified in a manner unacceptable to be issued in the United States pursuant to the Arrangement shall be exempt from the registration requirements under the U.S. Securities ActBaytex or Raging River, acting reasonably, on appeal or otherwise; (e) the Key Regulatory Approvals Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have been obtainedbe in form and substance satisfactory to each of Baytex and Raging River, acting reasonably; (f) (i) the Key Third Party Consents TSX shall have been obtainedconditionally approved the issuance and the listing and posting for trading on the TSX of the Baytex Shares to be issued pursuant to the Arrangement (including and without limitation, the Baytex Shares issuable on exercise of Raging River Options which remain outstanding following the Effective Time in accordance with Subsection 2.5(b) and vesting of all Raging River Restricted Awards and Raging River Performance Awards which remain outstanding following the Effective Time in accordance with Subsection 2.5(c)(ii)) and (ii) the NYSE shall have approved the issuance of such Baytex Shares, subject to official notice of issuance, in each case subject only to customary conditions reasonably expected to be satisfied; (g) if the Competition Act Approval and the HSR Act Approval shall have been obtained on terms and conditions satisfactory to each of Raging River and Baytex, acting reasonably; (h) holders of not more than 5% of the issued and outstanding Raging River Shares shall have exercised, and not withdrawn, Dissent Rights; (i) all required regulatory and governmental approvals and consents necessary for the completion of the Arrangement, other than those otherwise contemplated in this Section 5.1, shall have been obtained on terms and conditions satisfactory to each of Raging River and Baytex, acting reasonably; and (j) no action shall have been taken under any existing Applicable Law, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued after the Agreement Date by applicable Securities Lawsany Governmental Authority, that: (i) relief shall have been obtained from makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any requirement of NI 43-101 which would require the filing on SEDAR other transactions contemplated by Brazauro or New Brazauro of a technical report in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Timethis Agreement; or (ii) results in a technical report as required under NI 43-101 can be prepared so as judgment or assessment of material damages directly or indirectly relating to not unduly delay the Brazauro Meeting; (h) transactions contemplated by this Agreement shall not have been terminated in accordance with its terms; and (i) Agreement. The foregoing conditions are for the distribution mutual benefit of the securities pursuant to the Arrangement shall Parties and may be exempt from the prospectus and registration requirements of applicable Securities Laws asserted by either by virtue of exemptive relief from the securities regulatory authorities of each Party regardless of the provinces circumstances and may be waived by the mutual written consent of Canada the Parties, in whole or by virtue of applicable exemptions under applicable Securities Lawsin part, at any time and from time to time without prejudice to any other rights that such Parties may have.

Mutual Conditions Precedent. The respective obligations of the Parties each of YGC and Queenstake to complete the transactions contemplated by this Agreement, are hereby and to file a copy of the Final Order with the Registrar to give effect to the Arrangement will be subject to the fulfillment, on or before the Effective Timemutual waiver in writing by each of YGC and Queenstake, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Partiesconditions: (a) the Arrangement Resolution Interim Order shall have been approved obtained in form and adopted by the Brazauro Securityholders at the Brazauro Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, satisfactory to each of YGC and Queenstake acting reasonably and shall not have been set aside or modified in a manner unacceptable to Brazauro either of such parties (acting reasonably) on appeal or otherwise; (b) the Joint Circular shall have been mailed to YGC Shareholders and EldoradoQueenstake Shareholders by the Mailing Date and the YGC Meeting and the Queenstake Meeting shall have been held on or before the Meeting Date; (c) at the YGC Meeting, the YGC Special Resolution shall have been approved by the YGC Shareholders in accordance with the requirements of the Act and the Interim Order; (d) at the Queenstake Meeting, the Queenstake Special Resolution shall have been approved by the Queenstake Shareholders in accordance with the requirements of the Act and the Interim Order; (e) the Final Order shall have been obtained in form and on terms satisfactory to each of YGC and Queenstake acting reasonably and shall not have been set aside or modified in a manner unacceptable to either of such parties, acting reasonably, on appeal or otherwise; (cf) there on or before the Effective Time on the Effective Date: (i) the board of directors of YGC shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the consummation have been reconstituted in accordance with Section 2.1(g) of the Arrangementthis Agreement; (dii) Eldorado SharesYGC shall have filed and had declared effective by the U.S. Securities and Exchange Commission a registration statement on Form 40-F under the U.S. Exchange Act for the purpose of registering the YGC Shares as a class under such act; (iii) the New YGC Shares to be issued pursuant to the Arrangement and the New YGC Shares issuable upon the exercise of: (A) the New YGC Stock Options issued in exchange for the Queenstake Stock Options; and (B) the New YGC Warrants issued in exchange for the Queenstake Warrants, Converted Eldorado after the Effective Time shall have been conditionally approved for listing on the TSX, subject only to the filing of customary required documents; (iv) YGC shall have obtained any exemption orders required from the applicable Canadian securities authorities to permit the issuance and first resale of the securities of YGC issued pursuant to the Arrangement and the New YGC Shares issuable in respect of the New YGC Stock Options and Converted Eldorado the New YGC Warrants, after the Effective Time without qualification with or approval of or the filing of any prospectus or similar document with, or the taking of any proceeding with, or the obtaining of any further order, ruling or consent from, any Governmental Entity or regulatory authority under any applicable Securities Legislation, or the fulfillment of any other legal requirement in any such jurisdiction, except (A) control block restrictions in Canada; and (B) with respect to Securities Legislation in the United States, (1) affiliate restrictions in the United States; (2) any post-Effective Date notice filings that may be required; (3) restrictions with respect to the exercise of New YGC Stock Options and the New YGC Warrants issued under the Arrangement as set forth in Section 2.10 hereof; and (4) restrictions as set forth in subparagraph (v) of this Section 5.1(f); and (v) the New YGC Shares to be issued in the United States pursuant to the Arrangement shall be are exempt from the registration requirements under Section 3(a)(10) of the U.S. Securities Act and the New YGC Shares to be distributed in the United States pursuant to the Arrangement are not subject to resale restrictions in the United States under the U.S. Securities Act (other than as may be prescribed by Rule 144 and Rule 145 under the U.S. Securities Act) and except for the restrictions that may be imposed on securities of YGC distributed in the United States pursuant to the YGC Financing in accordance with applicable Securities Legislation in the United States; (eg) YGC shall have completed the Key YGC Financing by the sale of YGC Shares, YGC Special Warrants or other securities, and the net proceeds thereof shall be unconditionally available to YGC on or before the Effective Time on the Effective Date; (h) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no proceeding, of a judicial or administrative nature or otherwise, brought by a Governmental Entity in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, potentially result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Appropriate Regulatory Approvals shall which have been obtained; (f) the Key Third Party Consents shall have been obtained; (g) if required by applicable Securities Laws: (i) relief all consents, waivers, permits, orders and approvals of any Governmental Entity (including the Appropriate Regulatory Approvals) and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement, the failure of which to obtain or the non-expiry of which would constitute a criminal or quasi-criminal offence, or would have a Material Adverse Effect on YGC or Queenstake as the case may be, and in particular the continued listing of the New YGC Shares on the TSX, shall have been obtained from or received on terms that will not have a Material Adverse Effect on either YGC or Queenstake; (j) there shall not be pending or threatened any requirement suit, action or proceeding by any Governmental Entity or other Person, in each case that has a reasonable likelihood of NI 43-101 which would require success, (i) seeking to prohibit or restrict the filing on SEDAR acquisition by Brazauro YGC or New Brazauro any of a technical report in respect its Subsidiaries of any disclosure Queenstake Shares, seeking to restrain or prohibit the consummation of the Plan of Arrangement or seeking to obtain from Queenstake or YGC any damages that are material in the Brazauro Circular with respect relation to any material property of New BrazauroQueenstake and its Subsidiaries or YGC and its Subsidiaries taken as a whole, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; or (ii) seeking to prohibit or materially limit the ownership or operation by YGC or any of its Subsidiaries of any material portion of the business or assets of Queenstake or its Subsidiaries or to compel YGC or any of its Subsidiaries to dispose of or hold separate any material portion of the business or assets of Queenstake or its Subsidiaries as a technical report as required under NI 43-101 can be prepared so as result of the Plan of Arrangement, (iii) seeking to not unduly delay impose limitations on the Brazauro Meetingability of YGC or any of its Subsidiaries to acquire or hold, or exercise full rights of ownership of, any Queenstake Shares, including the right to vote the Queenstake Shares purchased by it on all matters properly presented to the Queenstake Shareholders, (iv) seeking to prohibit YGC or any of its Subsidiaries from effectively controlling in any material respect the business or operations of Queenstake and its Subsidiaries or (v) which otherwise is reasonably likely to have a Material Adverse Effect on YGC and Queenstake; (hk) this Agreement there shall not have been terminated in accordance exercised, pursuant to Section 3 of the Plan of Arrangement, Dissent Rights by Queenstake Shareholders with its termsrespect to Queenstake Shares aggregating more than 5% of the outstanding Queenstake Shares; (l) there shall not have been exercised, pursuant to Section 3 of the Plan of Arrangement, Dissent Rights by YGC Shareholders with respect to YGC Shares aggregating more than 5% of the outstanding YGC Shares; and (im) the distribution of the securities this Agreement will not have been terminated pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada Section 6 or by virtue of applicable exemptions under applicable Securities Lawsotherwise.

Mutual Conditions Precedent. The obligations of the Parties to complete the transactions contemplated by this Agreement, Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Arrangement Resolution shall have been approved and adopted by the Brazauro Securityholders at the Brazauro Goldrock Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Brazauro Goldrock and EldoradoFortuna, acting reasonably, on appeal or otherwise; (c) there all notices required under the terms of the Goldrock Option Plan that are to be delivered to Goldrock Optionholders in connection with this Agreement and the Arrangement shall have been delivered and all actions or steps required to be taken by the Goldrock Board to (i) enable the holders of the outstanding Goldrock Options to exercise such Goldrock Options prior to but not exist any prohibition after the Effective Time, and (ii) cause the Goldrock Options to terminate at Lawthe Effective Time, including a cease trade ordershall have been taken; (d) all Goldrock RSUs shall have been granted on terms that require vesting immediately after Goldrock has obtained the Final Order and on terms that permit redemption and cancellation of the Goldrock RSUs for Goldrock Shares prior to the Effective Time and Goldrock shall have taken all steps and actions required in order to (i) redeem prior to the Effective Time all of the outstanding Goldrock RSUs for Goldrock Shares in accordance with the terms of the Goldrock RSU Plan and the Goldrock RSUs; and (ii) cause the outstanding Goldrock RSUs to be cancelled in accordance with the Goldrock RSUs; (e) Fortuna shall have obtained the approval of the listing and posting for trading on the TSX and NYSE of the Fortuna Shares to be issued pursuant to the Arrangement, injunction or other prohibition or order at Law or under applicable legislationsubject, against Eldorado or Brazauro which in the case of the TSX, only to the satisfaction of the customary listing conditions of the TSX; (f) Goldrock shall prevent have obtained the consummation approval of the TSX-V of the Arrangement; (dg) Eldorado Shares, Converted Eldorado Options and Converted Eldorado Warrants to be issued in the United States pursuant to the Arrangement Goldrock shall be exempt from the registration requirements have obtained any Regulatory Approvals required under the U.S. Securities Act; (e) the Key Regulatory Approvals shall have been obtained; (f) the Key Third Party Consents shall have been obtained; (g) if required by applicable Securities Laws: (i) relief shall have been obtained from any requirement Laws of NI 43-101 which would require the filing on SEDAR by Brazauro or New Brazauro of a technical report in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; or (ii) a technical report as required under NI 43-101 can be prepared so as to not unduly delay the Brazauro MeetingArgentina; (h) this Agreement no Governmental Entity shall not have been terminated enacted, issued, promulgated, enforced or entered any Law which is then in accordance with its terms; and (i) effect and has the distribution effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Laws.Arrangement;

Mutual Conditions Precedent. The obligations of the Parties to complete the transactions contemplated by this Agreement, Metanor Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Metanor Arrangement Resolution shall have been approved and adopted by the Brazauro Metanor Securityholders at the Brazauro Metanor Meeting in accordance with the Metanor Interim Order; (b) the Metanor Interim Order and the Metanor Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Brazauro Metanor and EldoradoBonterra, acting reasonably, on appeal or otherwise; (c) there no Governmental Entity shall not exist have enacted, issued, promulgated, enforced or entered any prohibition at Law, including a cease trade order, injunction Law which is then in effect and has the effect of making the Metanor Arrangement illegal or other prohibition otherwise preventing or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the prohibiting consummation of the Metanor Arrangement; (d) Eldorado Sharesall Regulatory Approvals shall have been obtained on terms and conditions satisfactory to each of Metanor and Bonterra, Converted Eldorado Options and Converted Eldorado Warrants to be issued in the United States pursuant to the Arrangement shall be exempt from the registration requirements under the U.S. Securities Actacting reasonably; (e) the Key Regulatory Approvals Metanor TSXV Approval shall have been obtained; (f) Bonterra shall effect, on or before the Key Third Party Consents shall have been obtained; (g) if required by applicable Securities Lawsday prior to the Effective Dat e, the following transactions: (i) relief Bonterra will transfer the Bonterra Spinco Properties and the Bonterra Related Assets to Bonterra Spinco, on an “as is where is” basis, in exchange for Bonterra Spinco Shares, in accordance with an agreement of purchase and sale (the “Bonterra Purchase and Sale Agreement”). The Bonterra Purchase and Sale Agreement shall have been obtained from any requirement provide, among other things, that the Bonterra Spinco Obligations and the Assumed Bonterra Spinco Liabilities) shall be assumed by Bonterra Spinco. For purposes of NI 43-101 which would require the filing on SEDAR by Brazauro or New Brazauro election under section 85 of a technical report the Tax Act, the “elected amount” in respect of any disclosure the Bonterra Spinco Properties will be the lowest amount permitted under section 85 of the Tax Act in respect of each type of property for purposes of the Brazauro Circular with respect to any material property of New BrazauroTax Act, provided that if any such relief granted requires unless the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; orParties agree otherwise; (ii) Bonterra Spinco will assume the Assumed Bonterra Spinco Liabilities pursuant to an assumption agreement in consideration of a technical report as required under NI 43cash payment by Bonterra in an amount equal thereto (the “Bonterra Assumption Agreement”), and Bonterra will subscribe for Bonterra Spinco Shares for an amount equal to $7,000,000 minus the Assumed Bonterra Spinco Liabilities (the steps in clauses (i) and (ii) are, together, the “Bonterra Pre-101 can Spinout Reorganization”); and (iii) following the completion of the Bonterra Pre-Spinout Reorganization, the total number of outstanding Bonterra Spinco Shares will be prepared so as equal to not unduly delay 1/7 of the Brazauro Meeting;total number of outstanding Bonterra Shares immediately prior to Effective Time. (g) the New Bonterra Shares to be issued pursuant to the Metanor Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; and (h) this Agreement shall not have been terminated in accordance with its terms; and (i) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Lawsterminated.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the transactions contemplated by this Agreementhereby, and in particular the completion of the Amalgamation, are subject to the fulfillmentsatisfaction, on or before the Effective TimeDate or such other time specified, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Partiesconditions: (a) the Arrangement DeFi Resolution shall have been approved and adopted passed by a special majority of all the Brazauro Securityholders DeFi Shareholders at the Brazauro Meeting in accordance with the Interim OrderDeFi Meeting; (b) Acquiror shall have received all shareholder and/or board approvals necessary or desirable, as required by the Interim Order Exchange, the TSXV or Applicable Laws, in connection with the Amalgamation, including, without limitation, the Acquiror Share Adjustment, the application to the NEX board of the TSXV for the delisting of Acquiror Shares, the listing of the Resulting Issuer Shares on the Exchange, the Name Change, the Equity Incentive Plan, and the Final Order shall each have been obtained on terms consistent with this Agreementelection of the Resulting Issuer Board Nominees, and shall not have been as set aside or modified out in a manner unacceptable to Brazauro and Eldorado, acting reasonably, on appeal or otherwisethe Acquiror Circular; (c) there Acquiror shall not exist any prohibition at Lawhave effected the Acquiror Share Adjustment, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the consummation application to the NEX board of the ArrangementTSXV for the delisting of Acquiror Shares; the conditional approval by the Exchange of the listing of the Resulting Issuer Shares on the Exchange, the Name Change, the adoption of the Equity Incentive Plan, and the election of four directors on or prior to the Effective Date, as set out in the Acquiror Circular; (d) Eldorado Shares, Converted Eldorado Options and Converted Eldorado Warrants to be issued in the United States pursuant Amalgamation shall have become effective on or prior to the Arrangement shall be exempt from the registration requirements under the U.S. Securities ActOutside Date; (e) Acquiror shall have executed and delivered a copy of the Key Regulatory Approvals Exchange Listing Documents to the Exchange and such Exchange Listing Documents shall have been obtainedconditionally accepted by the Exchange subject only to customary conditions of closing, provided that if the Amalgamation is rejected by the Exchange, (i) all recourse or rights of appeal as contemplated hereby will have been exhausted, and (ii) the Party wishing to terminate this Agreement on this basis will have first used commercially reasonable efforts to negotiate the terms of the Proposed Transaction objectionable to the Exchange on terms acceptable to the Parties, acting reasonably; (f) Acquiror shall not be in default of the Key Third Party Consents requirements of the TSXV, the Exchange and any securities commission and no order shall have been obtainedissued and currently in effect preventing the Amalgamation or the trading of any securities of Acquiror; (g) if required by applicable Securities Laws:the Concurrent Financing shall have been completed; (ih) relief all other consents, orders and approvals, including regulatory and third-party approvals and orders, necessary or desirable for the completion of the transactions provided for in this Agreement and the Amalgamation shall have been obtained or received from any requirement of NI 43-101 which would require the filing on SEDAR by Brazauro Persons, authorities or New Brazauro of a technical report in respect of any disclosure bodies having jurisdiction in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; or (ii) a technical report as required under NI 43-101 can be prepared so as to not unduly delay the Brazauro Meetingcircumstances; (hi) this Agreement shall not have been terminated under Part 9; (j) dissent rights shall not have been exercised with respect to the Amalgamation by DeFi Shareholders which in accordance with its termsthe aggregate represent 10% or more of issued and outstanding DeFi Shares on the execution date of the DeFi Resolution or the record date of the DeFi Meeting, as applicable; and (ik) the distribution availability of prospectus exemptions for the Amalgamation under Applicable Securities Laws and the availability of registration exemptions for the Amalgamation under applicable securities laws of the securities pursuant United States in respect of any Acquiror Shares to be issued in the United States; (l) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Amalgamation. The foregoing conditions are for the mutual benefit of Acquiror and SubCo on the one hand and DeFi on the other hand and may be waived, in whole or in part, jointly by the Parties at any time. If any of the foregoing conditions are not satisfied or waived on or before the Effective Date then a Party may terminate this Agreement by written notice to the Arrangement shall be exempt from other Parties in circumstances where the prospectus and registration requirements failure to satisfy any such condition is not the result, directly or indirectly, of applicable Securities Laws either by virtue such terminating Party’s breach of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Lawsthis Agreement.

Mutual Conditions Precedent. The obligations (i) Prior to execution hereof, Last Chance and PGE shall have agreed upon and executed a joint certificate generally allocating the Purchase Price among the Acquired Assets, the Integral Properties and Assets and the Integrated Agreements, as set forth in Exhibit 33; provided however that Exhibit 33 may be modified by mutual agreement of the Parties parties prior to complete Closing if, based on additional information coming to the transactions contemplated attention of the parties, such modification is appropriate. Last Chance and PGE acknowledge that such allocation shall have been arrived at by this Agreementarm's length negotiation, are and Last Chance and PGE hereby agree, subject to the fulfillment, on or before the Effective Time, requirements of each Section 1060 of the following conditions precedentCode, each of which may only be waived with and the mutual consent Treasury Regulations promulgated thereunder, in good faith to endeavor to report consistently, in any tax return completed or filed by such party, the sale of the Parties: (a) the Arrangement Resolution shall have been approved and adopted by the Brazauro Securityholders at the Brazauro Meeting Acquired Assets pursuant to this Agreement in accordance with the Interim Order; allocation. PGE shall provide to Last Chance, and Last Chance shall provide to PGE, all information for Part 1 of U.S. Treasury Department Form 8594 which will enable Last Chance and PGE each to make, in a timely manner, all filings (bincluding supplemental filings) deemed appropriate by PGE or Last Chance pursuant to Section 1060 of the Interim Order Code, and the Final Order shall each have been obtained on terms consistent Treasury Regulations promulgated thereunder. All information provided by PGE and Last Chance in compliance with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Brazauro and Eldorado, acting reasonably, on appeal or otherwise; (c) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the consummation of the Arrangement; (d) Eldorado Shares, Converted Eldorado Options and Converted Eldorado Warrants to be issued in the United States pursuant to the Arrangement paragraph shall be exempt from the registration requirements under the U.S. Securities Act; (e) the Key Regulatory Approvals shall have been obtained; (f) the Key Third Party Consents shall have been obtained; (g) if required by applicable Securities Laws: (i) relief shall have been obtained from any requirement of NI 43-101 which would require the filing on SEDAR by Brazauro or New Brazauro of a technical report complete and accurate in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; orall respects. (ii) a technical report as required under NI 43Within 30 days after the date of this Agreement, Last Chance and PGE shall, if required, prepare and file proper notification forms and affidavits in compliance with the HSR Act. Last Chance and PGE shall each pay one-101 can half of all fees payable to Governmental Authorities in connection with such filings. If, following the filing of such forms, any Governmental Authority shall challenge the transaction contemplated hereby, or request additional filings or information, Last Chance and PGE shall take preliminary steps to attempt to ascertain the nature of the challenge and the likelihood that the Governmental Authority will permit the transaction contemplated hereby to proceed notwithstanding the challenge. After taking such preliminary steps, neither Last Chance nor PGE shall have any obligation to contest such challenge or make or provide any such filing or information, and each shall be prepared so as entitled, at its option, to not unduly delay the Brazauro Meeting;withdraw its filing and terminate this Agreement. (hiii) this Agreement shall not have been terminated in accordance with its terms; and (i) Upon the distribution failure of Closing to occur on the Closing Date by reason of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements failure of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of any Condition Precedent, each of the provinces Integrated Agreements shall be of Canada no force or by virtue of applicable exemptions under applicable Securities Lawseffect.

Mutual Conditions Precedent. ‌ The respective obligations of the Parties to complete consummate the transactions contemplated by this Agreementhereby, and in particular the Amalgamation, are subject to the fulfillmentsatisfaction, on or before the Effective TimeDate or such other time specified, of each of the following conditions precedentconditions, each any of which may only be waived with by the mutual consent of the Partiessuch Parties without prejudice to their right to rely on any other of such conditions: (a) the Arrangement Resolution CCC shall have been approved mailed the CCC Information Circular and adopted by the Brazauro Securityholders at the Brazauro Meeting other documentation required in accordance connection with the Interim OrderCCC Meeting on or before June 1, 2018; (b) Orca shall have mailed the Interim Order Orca Information Circular and other documentation required in connection with the Final Order shall each have been obtained Orca Meeting on terms consistent with this Agreementor before June 1, and shall not have been set aside or modified in a manner unacceptable to Brazauro and Eldorado, acting reasonably, on appeal or otherwise2018; (c) there the CCC Transaction Resolution shall not exist any prohibition at Lawhave been passed by the CCC Shareholders on or prior to the Outside Date, including a cease trade orderin form and substance satisfactory to each of CCC and Orca, injunction or other prohibition or order at Law or under applicable legislationacting reasonably, against Eldorado or Brazauro which shall prevent duly approving the consummation of the ArrangementCCC Transaction Resolution; (d) Eldorado Shares, Converted Eldorado Options the Orca Fundamental Change Resolution and Converted Eldorado Warrants to be issued in the United States pursuant Orca Special Share Resolution shall have each been passed by the Orca Shareholders on or prior to the Arrangement shall be exempt from Outside Date, in form and substance satisfactory to each of CCC and Orca, acting reasonably, duly approving the registration requirements under Orca Fundamental Change Resolution and the U.S. Securities ActOrca Special Share Resolution; (e) the Key Regulatory Approvals resolution of Orca, as the sole shareholder of AcquisitionCo, shall have been obtainedpassed by Orca on or prior to the Outside Date, in form and substance satisfactory to each of CCC and Orca, acting reasonably, duly approving the Amalgamation; (f) the Key Third Party Consents Articles of Amalgamation filed with the Registrar shall have been obtainedbe in form and substance satisfactory to each of CCC and Orca, acting reasonably; (g) the Effective Date shall be on or prior to the Outside Date; (h) a Listing Statement (as such term is defined by the Exchange) and all supporting documents in connection therewith or as otherwise requested by the Exchange shall be delivered to the Exchange by Orca and CCC, as applicable, on or prior to the Outside Date if required or otherwise requested by the Exchange; (i) each of Orca, AcquisitionCo and CCC, as applicable Securities Lawsand as required by the Exchange, shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the rules, regulations and policies of the Exchange; (j) all required regulatory, governmental and third party approvals, waivers and consents in respect of the completion of the Amalgamation shall have been obtained on terms and conditions satisfactory to CCC and Orca, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period as well as the conditional acceptance by the Exchange of the transaction contemplated hereby; and (k) no material action or proceeding shall be pending or threatened by any Person or Governmental Entity, and there shall be no action taken under any existing applicable Law which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or Governmental Entity, that: (i) relief shall have been obtained from makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any requirement of NI 43-101 which would require the filing on SEDAR by Brazauro or New Brazauro of a technical report other transactions contemplated in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Timethis Agreement; or (ii) results in a technical report judgment or assessment of material damages directly or indirectly relating to the transactions contemplated in this Agreement. The foregoing conditions are for the mutual benefit of CCC on the one hand and Orca and AcquisitionCo on the other hand and may be asserted by CCC and by Orca and AcquisitionCo regardless of the circumstances and may be waived by CCC and Orca and AcquisitionCo in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which CCC, Orca or AcquisitionCo may have. If any of such conditions shall not be complied with or waived as aforesaid on or before the Outside Date or, if earlier, the date required under NI 43-101 can be prepared so as for the performance thereof, then, subject to not unduly delay the Brazauro Meeting; (h) Section 10.4 hereof, a Party may rescind and terminate this Agreement shall not have been terminated in accordance with its terms; and (i) the distribution of the securities pursuant by written notice to the Arrangement shall be exempt from other of them in circumstances where the prospectus and registration requirements failure to satisfy any such condition is not the result, directly or indirectly, of applicable Securities Laws either a material breach of this Agreement by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Lawssuch rescinding Party.

Mutual Conditions Precedent. The obligations of the Parties Wabi and Buena Vista to complete the transactions contemplated by this Agreement, Arrangement are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesWabi and Buena Vista: (a) All consents, waivers, permits, exemptions, orders and approvals required to permit the Arrangement Resolution completion of the Arrangement, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on Buena Vista or Wabi or materially impede the completion of the Arrangement, shall have been approved and adopted by the Brazauro Securityholders at the Brazauro Meeting in accordance with the Interim Order;obtained. (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Arrangement shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect. (c) The Interim Order shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably, on appeal or otherwise. (d) The Buena Vista Shareholder Approval shall have been obtained in accordance with applicable Law and the Interim Order and the Order. (e) The Final Order shall each have been obtained granted on terms consistent with this AgreementAgreement and otherwise in form and substance satisfactory to each of the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Brazauro and Eldoradothe Parties, acting reasonably, on appeal or otherwise;. (cf) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the consummation of the Arrangement; (d) Eldorado Shares, Converted Eldorado Options and Converted Eldorado Warrants The Wabi Shares to be issued pursuant to the Arrangement as well as the Wabi Shares to be issued pursuant to exercise of Replacement Wabi Options or Buena Vista Warrants, shall have been conditionally approved for listing on the CSE, subject to standard listing conditions. (g) (i) the Wabi Shares to be issued in connection with the Arrangement will not be subject to any statutory hold or restricted period under the Applicable Securities Laws in Canada and will be freely tradable within Canada by the holders thereof, subject in each case to restrictions contained in Section 2.6(3) of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators; (ii) assuming the compliance of Buena Vista with the terms of this Agreement, the Wabi Shares to be issued in connection with the Arrangement shall be exempt from registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption; and (iii) the Wabi Shares to be distributed in the United States pursuant to the Arrangement shall not be exempt from subject to resale restrictions in the registration requirements United States under the U.S. Securities Act;1933 Act (other than as may be prescribed by Rule 144 and Rule 145 under the 1933Act). (eh) On the Key Regulatory Approvals Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Wabi Shares or the Buena Vista Shares shall have been obtained; (f) the Key Third Party Consents shall have been obtained; (g) if required by applicable Securities Laws:be in effect. (i) relief There shall have been obtained not be pending or threatened any suit, action or proceeding by any Governmental Authority, before any court or Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Arrangement or any of the other transactions contemplated by this Agreement or seeking to obtain from Wabi or Buena Vista any requirement of NI 43-101 which would require damages that are material in relation to Buena Vista or the filing on SEDAR by Brazauro or New Brazauro of a technical report in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; orWabi Group. (iij) a technical report as required under NI 43-101 can be prepared so as to not unduly delay the Brazauro Meeting; (h) this This Agreement shall not have been terminated in accordance with its terms; and. (ik) The Arrangement and the distribution Consolidation shall have been approved by the shareholders of Wabi in accordance with applicable Law. (l) The Arrangement, the securities pursuant to Reclassification and the Arrangement BVG Consolidation shall be exempt from have been approved by the prospectus and registration requirements shareholders of Buena Vista in accordance with applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities LawsLaw.

Mutual Conditions Precedent. The parties’ obligations of the Parties to complete the transactions contemplated by in this Agreement, Arrangement Agreement are subject to satisfaction of the fulfillment, following conditions on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the PartiesDate: (a) the Arrangement Resolution shall have been approved and adopted by the Brazauro Securityholders at the Brazauro Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each will have been obtained from the Court on terms consistent with this Agreement, acceptable to each of the parties and shall will not have been set aside or modified in a manner unacceptable to Brazauro and Eldorado, acting reasonablyeither of the parties, on appeal or otherwise; (b) Explorex and Spinco will have received all required approvals, including approval by Explorex Shareholders of the Arrangement at the Meeting, approval by their respective boards of directors, and approval of the CSE to the Arrangement, subject only to compliance with the usual conditions of that approval, if any; (c) there the Spinco Shares to be issued pursuant to the Arrangement to Explorex Shareholders in the United States shall either be: (i) exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; (ii) be registered pursuant to an effective registration statement under the U.S. Securities Act; or (iii) issued pursuant to an exemption from the registration requirements of the U.S. Securities Act; provided, however, that Explorex shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent be entitled to the consummation benefit of the Arrangementconditions in this Section 5.1(c) and shall be deemed to have waived such condition in the event that Explorex fails to advise the Court prior to the hearing in respect of the Interim Order that Explorex intends to rely on the Section 3(a)(10) Exemption based on the Court’s approval of the Arrangement and comply with the requirements set forth in Section 2.2 and the Final Order shall reflect such reliance; (d) Eldorado SharesExplorex will have received confirmation from counsel that the delivery of the Spinco Shares to the Explorex Shareholders, Converted Eldorado Options the Explorex Replacement Warrants and Converted Eldorado Spinco Replacement Warrants to be issued in the United States Explorex Warrantholders pursuant to the Arrangement shall will be exempt from the registration and prospectus requirements under in each of the U.S. Securities Actprovinces and territories of Canada in which Explorex Shareholders are resident in Canada; (e) there will not be in force any order or decree restraining or enjoining the Key Regulatory Approvals shall have been obtainedcompletion of the transactions contemplated by this Arrangement Agreement or the Plan of Arrangement; (f) none of the Key Third Party Consents shall have been obtainedconsents, orders, regulations or approvals contemplated by this Arrangement Agreement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of the parties hereto, acting reasonably; (g) if required by applicable Securities Laws: (i) relief shall the Spinco Shares will have been obtained from any requirement of NI 43-101 which would require conditionally approved for listing on the filing on SEDAR by Brazauro or New Brazauro of a technical report in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; or (ii) a technical report as required under NI 43-101 can be prepared so as to not unduly delay the Brazauro MeetingCSE; (h) this Arrangement Agreement shall will not have been terminated in accordance with its termspreviously terminated; and (i) the distribution obligation of each Party to complete the Arrangement is subject to the further condition that the covenants of the securities pursuant to other Parties will have been duly performed. The foregoing conditions in this Section 5.1 are inserted for the Arrangement shall benefit of both parties and may only be exempt from the prospectus and registration requirements of applicable Securities Laws either waived in whole or in part at any time by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Lawsboth parties.