Common use of Subscription for Subscription Shares Clause in Contracts

Subscription for Subscription Shares. (a) On the terms and subject to the conditions of this Agreement, the Investor agrees to subscribe for and purchase from the Company on the Closing Date, and the Company agrees to issue from treasury and sell to the Investor on such date, 25,828,305 Common Shares (the “Original Subscription Shares”) representing 19.9% of the issued and outstanding Common Shares on the date hereof, after giving effect to such issuance and the issuance of Common Shares to Liberty Metals in connection with the exercise of its Acquisition Rights, at a price per Common Share equal to the Original Subscription Price, for aggregate proceeds equal to the Original Subscription Proceeds, subject to adjustment in accordance with Section 2.2(b). (b) Unless the prior approval of the TSX is obtained, if the Closing occurs after the Target Date and the Original Subscription Price is lower than the Market Price, then on the Final Closing Date (i) the Original Subscription Price shall be adjusted to equal the Market Price (the “Final Subscription Price”), and (ii) the Investor shall subscribe for the Original Subscription Shares for aggregate proceeds equal to the Final Subscription Price multiplied by the Original Subscription Shares (the “Final Subscription Proceeds”). (c) The Investor shall have the right to purchase additional Common Shares (the “Additional Subscription Shares”) on the Closing Date if and to the extent that Acquisition Rights are exercised by any Person prior to the Closing Date such that the Investor will on the Closing Date hold 19.9% of that number of Common Shares that is equal to the sum of (i) the number of Common Shares issued and outstanding on the date hereof, (ii) the additional Common Shares issued pursuant to the exercise of Acquisition Rights, (iii) the Original Subscription Shares and (iv) the Additional Subscription Shares. The price per Additional Subscription Share will be the price paid per share for the Original Subscription Shares. The Investor shall subscribe for the Additional Subscription Shares for aggregate proceeds equal to the Subscription Price multiplied by the Additional Subscription Shares (the “Additional Subscription Proceeds”). (d) Between the date that is 90 days following the date hereof and the Closing, if the Company publicly announces an issuance (the “Issuance”) of any Offered Securities for cash pursuant to a public offering or a private placement (an “Offering”), the Company will, as soon as possible thereafter, but in any event, on the date on which the Company files a preliminary prospectus, registration statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities, and at least 10 Business Days prior to the expected completion date of the Issuance in the case of a private placement, give written notice of the Issuance (the “Offering Notice”) to the Investor including, to the extent known by the Company, full particulars of the Offering, including the number of Offered Securities, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering, the expected use of proceeds of the Offering and the expected closing date of the Offering. (e) The Company agrees that, subject to Section 2.2(f) and the receipt of all required regulatory approvals (including the approval of the TSX and the NYSE Amex), the Investor has the right (the “Participation Right”), upon receipt of an Offering Notice, to subscribe for and to be issued at the price per Offered Security and otherwise on substantially the terms and conditions of the Offering: (i) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to be the holder of 19.9% of the issued and outstanding Common Shares, after giving effect to such issuance, as of the Closing Date; and (ii) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 2.2(e)) allow the Investor to be the holder of 19.9% of the issued and outstanding Common Shares as of the Closing Date, on a partially diluted basis. (f) If the Investor wishes to exercise the Participation Right, the Investor shall give written notice to the Company (the “Exercise Notice”) of the exercise of such right and of the number of Offered Securities, the Investor wishes to purchase within 10 Business Days after the date of receipt of an Offering Notice, or in the case of a public offering that is a “bought deal”, within three Business Days of receipt of an Offering Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right in respect of such Offering or Issuance. (g) If the Company receives an Exercise Notice from the Investor within the Notice Period, then the Company shall, subject to the receipt and continued effectiveness of all required approvals (including the approval(s) of the TSX, the NYSE Amex and any other stock exchange or over-the-counter market on which the Common Shares are then listed and/or traded and any required approvals under Securities Laws), which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and having management and each member of the Board voting their Common Shares and all votes received by proxy in favour of the issuance of the Offered Securities to the Investor), issue to the Investor, on a private placement basis, against payment of the subscription price payable in respect thereof, that number of Common Shares or other Offered Securities, as applicable, set forth in the Exercise Notice. (h) The closing of any private placement in respect of which the Participation Right has been exercised by the Investor will take place on a date that is within 45 days of the notice of the private placement or a notice of price protection in respect of that private placement being given to the TSX. If the Investor requires any filings, applications, consents and approvals under the Laws of the People’s Republic of China to complete the exercise of its Participation Rights, and cannot therefore participate in the Issuance, the Company will use its commercially reasonable efforts to issue to the Investor Common Shares in a subsequent transaction that will allow the Investor to be the holder of 19.9% of the issued and outstanding Common Shares as of the Closing Date.

Subscription for Subscription Shares. (a) On the terms and subject to the conditions of this Agreement, the Investor agrees to subscribe for and purchase from the Company on the Closing Date, and the Company agrees to issue from treasury and sell to the Investor on such date, 25,828,305 Common Shares (the “"Original Subscription Shares”") representing 19.9% of the issued and outstanding Common Shares on the date hereof, after giving effect to such issuance and the issuance of Common Shares to Liberty Metals in connection with the exercise of its Acquisition Rights, at a price per Common Share equal to the Original Subscription Price, for aggregate proceeds equal to the Original Subscription Proceeds, subject to adjustment in accordance with Section 2.2(b). (b) Unless the prior approval of the TSX is obtained, if the Closing occurs after the Target Date and the Original Subscription Price is lower than the Market Price, then on the Final Closing Date (i) the Original Subscription Price shall be adjusted to equal the Market Price (the “"Final Subscription Price”"), and (ii) the Investor shall subscribe for the Original Subscription Shares for aggregate proceeds equal to the Final Subscription Price multiplied by the Original Subscription Shares (the “"Final Subscription Proceeds”"). (c) The Investor shall have the right to purchase additional Common Shares (the “"Additional Subscription Shares”") on the Closing Date if and to the extent that Acquisition Rights are exercised by any Person prior to the Closing Date such that the Investor will on the Legal*7415880.1 Closing Date hold 19.9% of that number of Common Shares that is equal to the sum of (i) the number of Common Shares issued and outstanding on the date hereof, (ii) the additional Common Shares issued pursuant to the exercise of Acquisition Rights, (iii) the Original Subscription Shares and (iv) the Additional Subscription Shares. The price per Additional Subscription Share will be the price paid per share for the Original Subscription Shares. The Investor shall subscribe for the Additional Subscription Shares for aggregate proceeds equal to the Subscription Price multiplied by the Additional Subscription Shares (the “"Additional Subscription Proceeds”"). (d) Between the date that is 90 days following the date hereof and the Closing, if the Company publicly announces an issuance (the “"Issuance”") of any Offered Securities for cash pursuant to a public offering or a private placement (an “"Offering”"), the Company will, as soon as possible thereafter, but in any event, on the date on which the Company files a preliminary prospectus, registration statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities, and at least 10 Business Days prior to the expected completion date of the Issuance in the case of a private placement, give written notice of the Issuance (the “"Offering Notice”") to the Investor including, to the extent known by the Company, full particulars of the Offering, including the number of Offered Securities, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering, the expected use of proceeds of the Offering and the expected closing date of the Offering. (e) The Company agrees that, subject to Section 2.2(f) and the receipt of all required regulatory approvals (including the approval of the TSX and the NYSE Amex), the Investor has the right (the “"Participation Right”"), upon receipt of an Offering Notice, to subscribe for and to be issued at the price per Offered Security and otherwise on substantially the terms and conditions of the Offering: (i) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to be the holder of 19.9% of the issued and outstanding Common Shares, after giving effect to such issuance, as of the Closing Date; and (ii) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 2.2(e)) allow the Investor to be the holder of 19.9% of the issued and outstanding Common Shares as of the Closing Date, on a partially diluted basis. (f) If the Investor wishes to exercise the Participation Right, the Investor shall give written notice to the Company (the “"Exercise Notice”") of the exercise of such right and of the number of Offered Securities, the Investor wishes to purchase within 10 Business Days after the date of receipt of an Offering Notice, or in the case of a public offering that is a “"bought deal”", within three Business Days of receipt of an Offering Notice (the “"Notice Period”"), failing which Legal*7415880.1 the Investor will not be entitled to exercise the Participation Right in respect of such Offering or Issuance. (g) If the Company receives an Exercise Notice from the Investor within the Notice Period, then the Company shall, subject to the receipt and continued effectiveness of all required approvals (including the approval(s) of the TSX, the NYSE Amex and any other stock exchange or over-the-counter market on which the Common Shares are then listed and/or traded and any required approvals under Securities Laws), which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and having management and each member of the Board voting their Common Shares and all votes received by proxy in favour of the issuance of the Offered Securities to the Investor), issue to the Investor, on a private placement basis, against payment of the subscription price payable in respect thereof, that number of Common Shares or other Offered Securities, as applicable, set forth in the Exercise Notice. (h) The closing of any private placement in respect of which the Participation Right has been exercised by the Investor will take place on a date that is within 45 days of the notice of the private placement or a notice of price protection in respect of that private placement being given to the TSX. If the Investor requires any filings, applications, consents and approvals under the Laws of the People’s 's Republic of China to complete the exercise of its Participation Rights, and cannot therefore participate in the Issuance, the Company will use its commercially reasonable efforts to issue to the Investor Common Shares in a subsequent transaction that will allow the Investor to be the holder of 19.9% of the issued and outstanding Common Shares as of the Closing Date.