Ssr Mining Inc 8-K, filed Oct 13, 2026
Ssr Mining Inc. (SSRM)
About this 8-K
Ssr Mining Inc filed this 8-K on October 13, 2026.
SSR Mining Inc. agreed to acquire all issued and outstanding Roxmore Resources Inc. shares for C$6.75 per share in cash and indirectly receive a 14.99% interest in SpinCo. SpinCo will be funded with US$10.0 million from Roxmore’s operating accounts. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On October 13, 2026, SSR Mining Inc., a corporation incorporated under the laws of British Columbia (the “Company”), 1611454 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia and wholly-owned subsidiary of the Company (the “Purchaser”), and Roxmore Resources Inc., a corporation incorporated under the laws of British Columbia (“Roxmore”), entered into an Arrangement Agreement (the “Arrangement Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, (i) the Company has agreed to acquire all of the issued and outstanding shares of Roxmore in exchange for C$6.75 per Roxmore common share (each, a “Roxmore Common Share”), in cash (as it may be adjusted in accordance with the Arrangement Agreement, the “Cash Consideration”), (ii) the Company will indirectly receive a 14.99% ownership interest in a newly created gold exploration company (“SpinCo”) that will hold interests in Roxmore’s Rattlesnake Hills Project, Shabu River Project, and Newton Property, (iii) SpinCo will be funded with US$10.0 million from Roxmore’s operating accounts, and (iv) the remaining 85.01% of SpinCo will be owned by former Roxmore securityholders. (such transaction, the “Arrangement”), which will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Plan of Arrangement”).
The closing of the Arrangement (the “Closing”) is subject to certain customary conditions, including, but not limited to: (i) the approval of the Arrangement by at least (A) 66 2/3% of the votes cast by (i) each holder of Roxmore Common Shares (each, a “Roxmore Shareholder”) and (ii) Roxmore Shareholders, optionholders, and warrantholders, voting together as a single class; and (B) to the extent required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators, a majority of the votes cast by Roxmore Shareholders, excluding Roxmore Common Shares held by persons required to be excluded under applicable Canadian securities laws (collectively, the “Roxmore Securityholder Approval”), at a meeting of Roxmore Shareholders, optionholders, and warrantholders; and (ii) the approval of the Arrangement by the Supreme Court of British Columbia on terms consistent with the Arrangement Agreement and otherwise reasonably satisfactory to the parties. The obligation of the Company to consummate the Arrangement is also conditioned upon no more than 10% of the issued and outstanding Roxmore Common Shares having validly exercised their dissent rights with respect to the Arrangement.
The Arrangement Agreement also contains certain customary termination provisions for both the Company and Roxmore, including, but not limited to: (A) by either the Company or Roxmore, if, among other things: (i) the Arrangement shall not have been consummated on or prior to April 13, 2027 (or such later date as may be agreed in writing by the parties) or (ii) the Roxmore Securityholder Approval shall not have been obtained; or (B) by the Company if, prior to obtaining the Roxmore Securityholder Approval, the Roxmore board of directors changes its recommendation with respect to the Arrangement or Roxmore breaches its non-solicitation restrictions in any material respect, and by Roxmore if, prior to obtaining the Roxmore Securityholder Approval, the Roxmore board authorizes Roxmore to enter into a written agreement with respect to a Superior Proposal (as defined in the Arrangement Agreement) and pays the termination fee equal to C$18.0 million.
The Company and Roxmore each have made customary representations, warranties and covenants in the Arrangement Agreement for a transaction of this nature, in each case generally subject to customary materiality qualifiers. Among other things, Roxmore has agreed, subject to certain exceptions, (i) to conduct its business in the ordinary course, from the date of the Arrangement Agreement until the earlier of the effective time of the Arrangement (the “Effective Time”) and the termination of the Arrangement Agreement, and not to take certain actions prior to the Effective Time without the prior written consent of the Company, (ii) not to solicit an alternative business combination transaction and (iii) to convene a meeting of its securityholders for the purpose of obtaining the Roxmore Securityholder Approval, as applicable, and recommend to the Roxmore Shareholders, optionholders, and warrantholders to approve the transactions contemplated in the Arrangement Agreement.
The foregoing description of the Arrangement Agreement is not complete and is qualified in its entirety by reference to the Arrangement Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein. The Arrangement Agreement and the foregoing description of such agreement have been included to provide investors and stockholders with information regarding the terms of such agreement. The assertions embodied in the representations and warranties contained in the Arrangement Agreement are qualified by information in confidential disclosure schedules delivered by Roxmore to the Company and Purchaser in connection with the signing of the Arrangement Agreement. Moreover, certain representations and warranties in the Arrangement Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Arrangement Agreement. Accordingly, the representations and warranties in the Arrangement Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances of Roxmore or the Company, as applicable, at the time they were made and investors should consider the information in the Arrangement Agreement in conjunction with the entirety of the factual disclosure about the Company in its public reports filed with the Securities and Exchange Commission. Information concerning the subject matter of the representations and warranties may change after the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01. Regulation FD Disclosure.
On October 13, 2026, the Company issued a news release announcing the entry into the Arrangement Agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Information and Statements
This Current Report on Form 8-K includes “forward looking information” within the meaning of applicable securities laws. Forward-looking information can be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “projects”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Statements that refer to projections of the Company’s future financial performance, the Company’s anticipated growth and trends in the Company’s businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, the successful completion of the acquisition of Roxmore and the timing and benefits thereof; forecasts and outlook; guidance; the Company’s operational and development targets and catalysts and the impact of any suspensions on operations; growth initiatives; the results of any gold reconciliations; the ability to discover additional oxide gold ore; the generation of free cash flow and returning cash to shareholders, including via share repurchases or dividends; matters relating to proposed exploration; communications with local stakeholders; maintaining community and government relations; the Company’s joint venture governance and operations; negotiation and completion of transactions; commodity prices; Mineral Resources, Mineral Reserves, conversion of Mineral Resources, realization of Mineral Reserves, and the existence or realization of Mineral Resource estimates; the development approach; the timing and amount of future production; the timing of studies, announcements, and analysis; the timing of construction and development of proposed mines and process facilities; capital and operating expenditures; economic conditions; availability of sufficient financing; exploration plans; receipt of regulatory approvals; timing and impact surrounding suspension or interruption of operations as a result of regulatory requirements or actions by governmental authority; and any and all other timing, exploration, development, operational, financial, budgetary, economic, legal, social, environmental, regulatory, and political matters that may influence or be influenced by future events or conditions.
Although the Company believes that the expectations and assumptions on which such forward-looking information and statements are based are reasonable, you should not place undue reliance on the forward-looking information and statements because the Company can give no assurance that they will prove to be correct. Forward-looking information and statements are subject to various risks and uncertainties which could cause actual results and expectations to differ materially from the anticipated results or expectations expressed in this Current Report on Form 8-K. Important factors that could cause actual results to differ materially from the Company’s historical experience, and present projections and expectations are disclosed in the Company’s filings that it makes on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov, including the Company’s most recent Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. All forward-looking statements in this Current Report on Form 8-K are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Forward-looking information and statements speak only as of the date they are made. Other than as required by law, the Company does not intend, and undertakes no obligation to update any forward-looking information and statements to reflect, among other things, new information or events. The information contained on, or that may be accessed through, the Company’s website is not incorporated by reference into, and is not a part of, this document.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 2.1*# | Arrangement Agreement, dated October 13, 2026, between 1611454 B.C. Unlimited Liability Company, SSR Mining Inc. and Roxmore Resources Inc. | |
| 99.1 | Press Release dated October 13, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document. |
* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits or schedules upon request; provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
# Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information (i) is not material and (ii) is the type that the Company treats as private or confidential.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SSR Mining Inc. | ||
| By: | /s/ Eric Gunning | |
| Name: | Eric Gunning | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
Dated: October 13, 2026
Exhibit 2.1
PORTIONS OF THIS EXHIBIT MARKED BY [**] HAVE BEEN OMITTED PURSUANT TO RULE 601(B)(10) OF REGULATION S-K. THE OMITTED INFORMATION IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
1611454 B.C. UNLIMITED LIABILITY COMPANY
as the Purchaser
and
SSR MINING INC.
as the Parent
and
ROXMORE RESOURCES INC.
as the Company
ARRANGEMENT AGREEMENT
October 13, 2026
TABLE OF CONTENTS
Article 1
INTERPRETATION
| Section 1.1 | Defined Terms | 1 |
| Section 1.2 | Certain Rules of Interpretation | 15 |
| Section 1.3 | Accounting Matters | 16 |
| Section 1.4 | Schedules | 16 |
| Section 1.5 | Knowledge | 16 |
| Section 1.6 | Company Disclosure Letter | 17 |
| Article 2 THE ARRANGEMENT | ||
| Section 2.1 | Arrangement | 17 |
| Section 2.2 | Interim Order | 17 |
| Section 2.3 | The Company Meeting | 18 |
| Section 2.4 | The Company Circular | 20 |
| Section 2.5 | Final Order | 21 |
| Section 2.6 | Court Proceedings | 21 |
| Section 2.7 | Closing and Effective Date | 22 |
| Section 2.8 | Payment of Consideration | 23 |
| Section 2.9 | Adjustment to Consideration | 23 |
| Section 2.10 | Withholding Taxes | 23 |
| Section 2.11 | Guarantee | 24 |
| Section 2.12 | Incentive Securities and Warrants | 24 |
| Section 2.13 | U.S. Securities Law Matters | 25 |
| Article 3 REPRESENTATIONS AND WARRANTIES | ||
| Section 3.1 | Representations and Warranties of the Company | 26 |
| Section 3.2 | Representations and Warranties of the Purchaser and the Parent | 27 |
| Article 4 COVENANTS | ||
| Section 4.1 | Conduct of Business of the Company | 27 |
| Section 4.2 | Covenants of the Company Regarding the Performance of Obligations | 32 |
| Section 4.3 | Covenants of the Company regarding the Spin-Out Transaction | 33 |
| Section 4.4 | Covenants of the Purchaser and the Parent Regarding the Performance of Obligations | 34 |
| Section 4.5 | Regulatory Approvals | 35 |
| Section 4.6 | Access to Information; Confidentiality | 36 |
| Section 4.7 | Pre-Acquisition Reorganization | 36 |
| Section 4.8 | Control of Business | 38 |
| Section 4.9 | Public Communications | 38 |
| Section 4.10 | Notice and Cure Provision | 39 |
| Section 4.11 | Insurance and Indemnification | 39 |
| Section 4.12 | Employee Matters | 40 |
| Section 4.13 | Stock Exchange Delisting | 41 |
| Article 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION | ||
| Section 5.1 | Non-Solicitation | 41 |
i
| Section 5.2 | Notification of Acquisition Proposals | 42 |
| Section 5.3 | Responding to an Acquisition Proposal | 43 |
| Section 5.4 | Right to Match | 44 |
| Section 5.5 | Breach by Subsidiaries and Representatives | 46 |
| Article 6 CONDITIONS | ||
| Section 6.1 | Mutual Conditions Precedent | 46 |
| Section 6.2 | Additional Conditions Precedent to the Obligations of the Purchaser | 46 |
| Section 6.3 | Additional Conditions Precedent to the Obligations of the Company | 48 |
| Section 6.4 | Satisfaction of Conditions | 48 |
| Article 7 TERM AND TERMINATION | ||
| Section 7.1 | Term | 49 |
| Section 7.2 | Termination | 49 |
| Section 7.3 | Effect of Termination/Survival | 50 |
| Article 8 GENERAL PROVISIONS | ||
| Section 8.1 | Amendments | 51 |
| Section 8.2 | Termination Fees and Expenses | 51 |
| Section 8.3 | Notices | 53 |
| Section 8.4 | Injunctive Relief | 54 |
| Section 8.5 | Third-Party Beneficiaries | 55 |
| Section 8.6 | Waiver | 55 |
| Section 8.7 | Entire Agreement | 55 |
| Section 8.8 | Successors and Assigns | 56 |
| Section 8.9 | Severability | 56 |
| Section 8.10 | Governing Law; Attornment | 56 |
| Section 8.11 | Rules of Construction | 56 |
| Section 8.12 | No Liability | 56 |
| Section 8.13 | Counterparts | 56 |
SCHEDULES
| Schedule A | PLAN OF ARRANGEMENT |
| Schedule B | ARRANGEMENT RESOLUTION |
| Schedule C | REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
| Schedule D | REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT |
| SCHEDULE E | SPINCO CONTRIBUTION AGREEMENT |
| SCHEDULE F | INVESTOR AGREEMENT |
ii
ARRANGEMENT AGREEMENT
THIS ARRANGEMENT AGREEMENT is made as of October 13, 2026
B E T W E E N:
1611454 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company existing under the laws of British Columbia (the “Purchaser”)
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SSR MINING INC., a corporation incorporated under the laws of British Columbia (the “Parent”)
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ROXMORE RESOURCES INC., a corporation incorporated under the laws of British Columbia (the “Company”).
RECITALS:
| A. | The Purchaser, a wholly-owned subsidiary of the Parent, proposes to acquire all of the issued and outstanding Common Shares of the Company by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia), as provided in this Agreement. |
| B. | The Board, after receiving financial and legal advice and the Fairness Opinions, has unanimously determined that the Arrangement is fair and reasonable to the Securityholders and in the best interests of the Company, and has resolved, subject to the terms of this Agreement, to recommend that the Securityholders vote in favour of the Arrangement Resolution. |
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:
Article 1
INTERPRETATION
| Section 1.1 | Defined Terms |
As used in this Agreement, the following terms have the following meanings:
“1933 Act” means the United States Securities Act of 1933.
“1934 Act” means the United States Securities Exchange Act of 1934.
“Aboriginal Claim” means any written claim, assertion or demand, whether proven or unproven, made by any Aboriginal Peoples with respect to Aboriginal title, Aboriginal rights, treaty rights or any other Aboriginal interest.
“Aboriginal Information” means any and all written documents or electronic communications respecting Aboriginal Claims and the issuance of any Authorization that involves Aboriginal Claims.
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“Aboriginal Peoples” means any aboriginal peoples of (i) Canada (for purposes of section 35 of the Constitution Act, 1982) or (ii) the United States, including Native Americans, including any federally-recognized Tribes in Nevada, and any group of aboriginal peoples, including Tribal governments.
“ACA” has the meaning ascribed thereto in Section (32)(viii) of Schedule C.
“Acceptable Confidentiality Agreement” means a confidentiality agreement between the Company and a third party other than the Purchaser or the Parent that contains confidentiality and other restrictions no less favourable in the aggregate to the Company than those set out in the Confidentiality Agreement; provided that such confidentiality and standstill agreement may permit such Person to submit an Acquisition Proposal on a confidential basis to the Board.
“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser (or any affiliate of the Purchaser) after the date of this Agreement relating to (i) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement or other arrangement having the same economic effect as a sale), direct or indirect, in a single transaction or a series of related transactions, of assets (including voting or equity securities of Subsidiaries of the Company) representing 20% or more of the fair market value of the consolidated assets of the Company and its Subsidiaries (based on the consolidated statements of financial position of the Company most recently filed as part of the Company Filings prior to such time); (ii) any direct or indirect take-over bid, tender offer, exchange offer, sale or issuance of securities, or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities (including securities convertible into or exercisable or exchangeable for voting, equity or other securities) of the Company or any of its Subsidiaries holding assets with a fair market value of 20% or more of the consolidated assets of the Company and its Subsidiaries (based on the consolidated statements of financial position of the Company most recently filed as part of the Company Filings) then outstanding (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exercisable or exchangeable for voting or equity securities); (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Company or any of its Subsidiaries holding assets with a fair market value of 20% or more of the consolidated assets of the Company and its Subsidiaries (based on the consolidated statements of financial position of the Company most recently filed as part of the Company Filings); or (iv) any other transaction or series of transactions involving the Company or any of its Subsidiaries having a similar result as any of the foregoing.
“Adjustment Amount” has the meaning set forth in Section 2.9.
“affiliate” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions.
“Agreement” means this arrangement agreement, together with the Company Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.
“Annual Financial Statements” means the audited financial statements of the Company as at, and for the years ended, December 31, 2024 and December 31, 2025, including the notes thereto.
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“Anti-Corruption Laws” has the meaning specified in Section (16)(ii) of Schedule C.
“Arrangement” means an arrangement under section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.
“Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting, substantially in the form of Schedule B.
“Authorization” means, with respect to any Person, any order, grant, permit, approval, certificate, consent, waiver, licence, classification, registration or other authorization of or from any Governmental Entity having jurisdiction over the Person.
“BCBCA” means the Business Corporations Act (British Columbia).
“BLM” means the United States Department of the Interior, Bureau of Land Management, Nevada State Office.
“Board” means the board of directors of the Company as constituted from time to time.
“Board Recommendation” has the meaning specified in Section 2.4(2).
“Breaching Party” has the meaning specified in Section 4.10(3).
“Bump Transactions” has the meaning ascribed thereto in Section 4.1(4).
“Business Day” means any day of the year, other than a Saturday, Sunday or any other day on which major banks are authorized or required by applicable Law to be closed for business in Vancouver, British Columbia or Toronto, Ontario.
“Canadian Securities Laws” means the Securities Act (British Columbia) and any other applicable Canadian provincial and territorial securities Laws.
“Cash Consideration” means $6.75 in cash per Common Share, without interest, subject to adjustment pursuant to Section 2.9.
“CERCLA” means the United States Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601, et seq.
“Change in Recommendation” has the meaning specified in Section 7.2(1)(d)(ii).
“COBRA” has the meaning specified in Section (32)(xi) of Schedule C.
“Code” means the United States Internal Revenue Code of 1986.
“Common Shares” means the common shares in the authorized share structure of the Company and includes, for greater certainty, any Common Shares issued upon the valid exercise of Options or Warrants or settlement of RSUs or DSUs.
“Company” has the meaning given to it in the preamble to this Agreement.
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“Company Circular” means the notice of the Company Meeting and accompanying information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such information circular, to be sent to the Securityholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.
“Company Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser in connection with the execution of this Agreement.
“Company Employees” means the employees of the Company and its Subsidiaries.
“Company Filings” means all documents publicly filed under the profile of the Company on SEDAR+ since January 1, 2025.
“Company Meeting” means the special meeting of Securityholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.
“Confidentiality Agreement” means the confidentiality agreement dated as of June 4, 2026, between the Company and the Parent.
“Consideration” means the consideration to be paid pursuant to the Plan of Arrangement consisting of, in respect of each Common Share, the Cash Consideration and the SpinCo Share Consideration.
“Contract” means any agreement, commitment, engagement, contract, franchise, lease, licence, undertaking, or other right or obligation (written or oral) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.
“Converse” means Converse Resources LLC, a Nevada limited liability company and an indirect wholly-owned Subsidiary of the Company.
“Converse Project” means the gold project known as the “Converse Gold Project” located in Buffalo Valley, Nevada, as described in the Company Filings.
“Court” means the Supreme Court of British Columbia.
“Data Room” means the material contained in the virtual data room established by the Company as at 5:00 p.m. on October 12, 2026.
“Depositary” means Odyssey Trust Company or such other trust company, bank or other financial institution agreed to in writing by each of the Parties to act as depositary in respect of the Arrangement.
“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.
“DSUs” means the outstanding deferred share units issued under the Equity Incentive Plan.
“DTC” means the Depository Trust Company.
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“Effective Date” means the date upon which the Arrangement becomes effective, as set out in Section 2.7(1).
“Effective Time” means 12:01 a.m. on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.
“Employee Plans” means all health, welfare, supplemental unemployment benefit, change of control, retention, bonus, profit sharing, option, life insurance, compensation, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension, supplemental pension, vacation, severance or termination pay, retirement or savings plans, stock purchase, stock appreciation, medical, dental, or other employee benefit plans, fringe benefits, including any health, medical, insurance or retirement stipend, allowance, reimbursement or cash payment program, whether or not conditioned on substantiation, the purchase of insurance or the establishment of an individual retirement account, and any other policies, trusts, programmes, undertakings or Contracts, for the benefit of current or former employees, officers, directors, consultants or other service providers of the Company or any of its Subsidiaries (or any spouses, dependents, survivors or beneficiaries of such Persons), whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, formal or informal, which are maintained, sponsored or funded by or binding upon the Company or any of its Subsidiaries or in respect of which the Company or any of its Subsidiaries has an actual or contingent liability or otherwise, excluding mandatory government-sponsored plans or programs maintained solely by a Governmental Entity.
“Environmental Laws” means all Laws and agreements with Governmental Entities and all other statutory or regulatory requirements, in each such case, relating to public health and safety, pollution or the protection of the environment, species at risk or natural resources, including the reclamation, rehabilitation, remediation, closure or restoration of properties, including mining properties or mining hazards, or the use, Release, storage, generation, handling, treatment, transportation, rehabilitation, reclamation, remediation or disposition of any Hazardous Substance, tailings or waste rock, wastewater or surface water runoff, and all Authorizations issued pursuant to such Laws, agreements or other statutory or regulatory requirements, including, for greater certainty, CERCLA, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§6901 et. seq., SMCRA, the Clean Air Act, 42 U.S.C. §§7401 et. seq., the Clean Water Act, 33 U.S.C. §§1251 et. seq., the Toxic Substances Control Act, 15 U.S.C. §§2601 et. seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§11001 et. seq., the Federal Mine Safety and Health Act of 1977, 30 U.S.C §§ 801 et seq., the Atomic Energy Act, 42 U.S.C §§ 2011 et. seq., the Endangered Species Act, 16 U.S.C. §§1531 et seq., the Safe Drinking Water Act, 42 U.S.C. §§300g, et seq.
“Equity Incentive Plan” means the omnibus equity incentive plan of the Company approved by Shareholders on November 14, 2025.
“ERISA” means the United States Employee Retirement Income Security Act of 1974.
“ERISA Affiliate” means, with respect to any person, any other person that, together with such first person, would be treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the United States Internal Revenue Code of 1986.
“Fairly Disclosed” means information that has been disclosed in the Company Filings prior to the date hereof in sufficient detail to enable a reader to identify and make a reasonably informed assessment of the nature and scope of the fact, matter or circumstance so disclosed.
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“Fairness Opinions” means the opinion of each Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.
“Final Order” means the final order of the Court pursuant to section 291 of the BCBCA in form and substance acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably).
“Financial Advisors” means ATB Capital Markets Corp., Canaccord Genuity Corp. and SCP Resource Finance LP.
“Financial Assurance” means any environmental surety, bond, letter of credit, financial assurance or other security required pursuant to Environmental Laws.
“Financial Statements” means the Annual Financial Statements and the Interim Financial Statements.
“Good Industry Practice” means, in relation to any decision, action or undertaking, the exercise of that degree of diligence, skill and care which is commonly performed or would reasonably be expected to be performed by skilled and experienced professionals in the U.S. or Canadian mining industry, as applicable, engaged in the same type of decision, action or undertaking under the same or similar circumstances.
“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, county, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any statutory, regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.
“Hazardous Substance” means any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, waste rock, waste water, surface water runoff, acid rock drainage, radioactive materials, explosives, petroleum and petroleum products, per- and polyfluoroalkyl substances, and polychlorinated biphenyls.
“Historic Site” means a site listed or potentially eligible for listing under the United States National Historic Preservation Act of 1966, the United States Antiquities Act of 1906, or any similar state or local Law.
“HSR Act” means the United States Hart-Scott Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder.
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“IFRS” means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.
“Incentive Securities” means Options, RSUs, and DSUs.
“Indemnified Persons” has the meaning set forth in Section 8.5(1).
“Interim Financial Statements” means the interim condensed consolidated financial statements of the Company for the three and six months ended June 30, 2026, including the notes thereto.
“Interim Order” means the interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended, modified, supplemented or varied by the Court with the consent of the Company and the Purchaser, each acting reasonably.
“Investor Agreement” means the investor agreement substantially in the form attached as Schedule F hereto.
“Law” or “Laws” means, with respect to any Person, any and all applicable laws (statutory, common or otherwise), constitutions, treaties, conventions, ordinances (including zoning), codes, rules, regulations, orders, injunctions, writs, judgments, decrees, rulings or other similar requirements, whether domestic or foreign, enacted, adopted, issued, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.
“Leased Real Property” means all real property leased, subleased, licensed or similarly occupied by the Company or any of its Subsidiaries, including all buildings, structures, improvements, appurtenances and fixtures thereon or attached or appurtenant thereto.
“Leases” means the leases, subleases, licenses and occupancy agreements underlying the Leased Real Property.
“Legacy RSU Plan” means the restricted share unit plan of the Company dated effective July 12, 2018, as amended on June 15, 2022 and August 7, 2025.
“Legacy Stock Option Plan” means the incentive stock option plan of the Company dated effective October 29, 2013.
“Lien” means any mortgage, charge, pledge, hypothec, security interest, lease, sublease, royalty, statutory or deemed trust, prior claim, option, encroachment, right of first refusal or first offer, occupancy right, lien (statutory or otherwise) or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.
“Matching Period” has the meaning specified in Section 5.4(1)(e).
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“Material Adverse Effect” means any change, event, occurrence, effect, fact, circumstance or development that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts, circumstances or developments, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise and whether contractual or otherwise) of the Company and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, fact, circumstance or development resulting from or arising in connection with:
| (a) | any change generally affecting the industry in which the Company and/or its Subsidiaries operate; |
| (b) | any change in general economic, business, regulatory, political or market conditions (including the imposition or adjustments of tariffs), whether global, national or regional, or any epidemic, pandemic or outbreak of illness; |
| (c) | any natural disaster; |
| (d) | any change (on a current or forward basis) in the price of gold or any change (on a current or forward basis) in the price of commodities affecting the industry in which the Company and/or its Subsidiaries operate generally; |
| (e) | any changes in currency exchange rates, interest rates or rates of inflation; |
| (f) | any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Entity; |
| (g) | any change or proposed change in applicable generally accepted accounting principles, including IFRS; |
| (h) | any action taken (or omitted to be taken) by the Company or any of its Subsidiaries which is expressly required to be taken (or not taken) pursuant to this Agreement or applicable Law; |
| (i) | the failure, in and of itself, of the Company to meet any internal or published projections, forecasts or estimates of revenues, earnings, sales, margins or cash flows (it being understood that the facts or circumstances underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another clause of this definition); |
| (j) | the execution, announcement or performance of this Agreement or consummation of the Arrangement (provided that this clause (j) shall not apply with respect to any representation or warranty the purpose of which is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement or the performance of obligations under this Agreement); |
| (k) | any actions taken (or omitted to be taken) upon the written request of the Purchaser or with the Purchaser’s prior written consent (it being understood that the facts or circumstances underlying such request or consent may be taken into account in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another clause of this definition); or |
| (l) | any change in the market price or trading volume of any securities of the Company (it being understood that the facts or circumstances underlying such change in market price may be taken into account in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another clause of this definition); |
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provided, however, that with respect to clauses (a) through (g), such matter does not have a materially disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, in comparison to other comparable companies and entities operating in the industry in which the Company and/or its Subsidiaries operate, in which case such materially disproportionate adverse effect may be taken into account in determining whether a Material Adverse Effect has occurred; and provided further that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.
“Material Contract” means any Contract: (i) that if terminated by any party thereto or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect; (ii) relating directly or indirectly to indebtedness for borrowed money or to the guarantee, support, indemnification or assumption or any similar commitment with respect to any liabilities (whether accrued, absolute, contingent or otherwise), obligations or indebtedness of any Person other than the Company or any of its Subsidiaries in excess of $500,000; (iii) restricting the incurrence of indebtedness by the Company or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Company or any of its Subsidiaries, or restricting the payment of dividends by the Company or by any of its Subsidiaries; (iv) under which the Company or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $500,000 over the remaining term; (v) under which the Company or any of its Subsidiaries has directly or indirectly made loans or advances to a third party, (vi) providing for the establishment, investment in, organization, formation or operation of any joint venture, limited liability company or partnership; (vii) that creates an exclusive dealing arrangement or right of first offer or refusal or “most favoured nation” obligation in favour of another Person; (viii) providing for contractual change in control payments; (ix) that relates to the sale or purchase of a Person, or material business, property or asset, whether in the form of a sale, purchase, exchange (or option to sell, purchase or exchange), merger, arrangement, consolidation, combination or otherwise (including any such transaction that has closed but under which one or more of the parties have material ongoing obligations); (x) that limits or restricts (A) the ability of the Company or any of its Subsidiaries to engage in any business activity or carry on business or acquire an interest in real property or minerals in any geographic area (other than a confidentiality agreement with a customary area of interest clause with a duration of twelve (12) months or less that does not extend to affiliates of the Company other than Subsidiaries), or (B) the scope of Persons to whom the Company or any of its Subsidiaries may sell mineral production; (xi) that is a contractual royalty, production payment, net profits, earn-out, streaming agreement, metal pre-payment or similar agreement that relates to the Converse Project; or (xii) that is otherwise material to the Company and its Subsidiaries, taken as a whole.
“Material Subsidiaries” has the meaning specified in Section (6)(ii) of Schedule C.
“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
“Mineral Property” means all mining interests of the Company or any of its Subsidiaries including all mineral prospecting, and exploration concessions, licences, permits, leases, rights, fee property, claims (including the Unpatented Claims), surface access rights, easements and all other forms of mineral tenure, in each case whether created privately or by the action of any Governmental Entity, and whether contractual, statutory, regulatory or otherwise.
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“Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.
“Money Laundering Laws” has the meaning specified in Section (16)(iv) of Schedule C.
“MPRA” means the Milestone Payment Rights Agreement dated as of July 15, 2024 between Waterton Nevada Splitter, LLC and Converse Acquisition Company, Limited.
“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions.
“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations.
“NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.
“officer” has the meaning specified in the Securities Act (British Columbia).
“Options” means the options to purchase Common Shares granted under the Equity Incentive Plan or the Legacy Stock Option Plan.
“Ordinary Course” means, with respect to an action taken or to be taken by the Company, that such action is consistent with the past practices of the Company and is taken in the ordinary course of the normal day-to-day operations of the business of the Company.
“OTCQX” means the OTC Quality Crossmarket operated by OTC Markets Group.
“Outside Date” means April 13, 2027, or such later date as may be agreed in writing by the Parties.
“Owned Real Property” means all real property owned by the Company or any of its Subsidiaries, including all buildings, structures, improvements, appurtenances and fixtures thereon or attached or appurtenant thereto.
“Parent” has the meaning given to it in the preamble to this Agreement.
“Parties” means the parties to this Agreement and “Party” means any one of them.
“Permitted Liens” means, in respect of the Company or any of its Subsidiaries, any one or more of the following:
| (a) | Liens for Taxes which are not due or delinquent, and inchoate or statutory Liens for overdue Taxes the validity of which the Company or a Subsidiary of the Company is contesting in good faith and in respect of which adequate holdbacks and reserves have been and are being maintained as required by applicable Law; |
| (b) | inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the assets; provided that such Liens are related to obligations not due or delinquent, are not registered against title to any assets and in respect of which adequate holdbacks are being maintained as required by applicable Law; |
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| (c) | the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of the Company or any of its Subsidiaries, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance; |
| (d) | the paramount title of the United States of America within the boundaries of the lands covered by the Unpatented Claims, any reservations or exceptions contained in original Crown grants relating to real property and any rights of expropriation of any federal, provincial or municipal authority or agency; |
| (e) | the rights of lessors and lessees under leases, and the rights of third parties under any Material Contracts or any Contracts executed in the Ordinary Course as would not, individually or in the aggregate, reasonably be expected to materially interfere with the conduct of the business of the Company or any of its Subsidiaries; |
| (f) | restrictive covenants, easements and minor defects, imperfections or irregularities of title, if any, as would not, individually or in the aggregate, reasonably be expected to materially interfere with the conduct of the business of the Company or any of its Subsidiaries; |
| (g) | the Royalties; and |
| (h) | Liens listed and described in Section 1.1 “Permitted Liens” of the Company Disclosure Letter. |
“Person” includes any individual, sole proprietorship, corporation, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, incorporated or unincorporated association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.
“PGV Claims” means the 232 unpatented mining claims forming part of the Unpatented Claims that, as of the date hereof, are held of record in the records of the BLM in the name of PGV US Corp., as set out in Section 1.1 “PGV Claims” of the Company Disclosure Letter.
“PGV Deed” means the Deed of Unpatented Mining Claims in respect of the PGV Claims recorded under document number 2026-02213.
“Plan of Arrangement” means the plan of arrangement under Division 5 of Part 9 of the BCBCA, substantially in the form of Schedule A hereto, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.
“Pre-Acquisition Reorganization” has the meaning set forth in Section 4.7(1).
“Project Real Property” means, collectively, all Owned Real Property, Leased Real Property and Mineral Property, in each case, relating to the Converse Project.
“Purchaser” has the meaning given to it in the preamble to this Agreement.
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“Regulatory Approval” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case required in connection with the Arrangement or requested by a Requesting Authority.
“Release” means any release, spill, emission, discharge, injection, disposal, leaking, pumping, pouring, emptying, escaping, leaching, dumping or discarding on, into or through the environment.
“Representatives” has the meaning specified in Section 5.1(1).
“Requesting Authority” means any Governmental Entity (other than the Court) that, at any time prior to the closing of the Arrangement, asserts jurisdiction over, or requests from any of the Parties a filing or submission relating to the Arrangement.
“Required Approval” has the meaning specified in Section 2.2(b).
“Restricted Parties” has the meaning specified in Section (16)(iii) of Schedule C.
“Royalties” means the royalties set out in Section 1.1 “Royalties” of the Company Disclosure Letter.
“RSUs” means the outstanding restricted share units issued under the Equity Incentive Plan or Legacy RSU Plan.
“Sanctions Laws” has the meaning specified in Section (16)(iii) of Schedule C.
“SEC” means the Securities and Exchange Commission.
“Securities Authority” means the British Columbia Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.
“Securities Laws” means, collectively, Canadian Securities Laws and United States Securities Laws.
“Securityholders” means, collectively, Shareholders, holders of Warrants and holders of Options.
“SEDAR+” means the System for Electronic Document Analysis and Retrieval +.
“Shareholders” means the registered and/or beneficial holders of Common Shares, as the context requires.
“SpinCo” means RoxOn Resources Inc., a corporation existing under the laws of the Province of Ontario.
“SpinCo Contribution Agreement” means the contribution and transfer agreement substantially in the form attached as Schedule E hereto.
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“SpinCo Reorganization” means the reorganization described in Section 1.1 of the Company Disclosure Letter to be undertaken prior to the effectiveness of the transactions contemplated by the SpinCo Contribution Agreement.
“SpinCo Share Consideration” means 0.33 of a SpinCo Share per Common Share.
“SpinCo Shares” means common shares in the capital of SpinCo.
“Subsidiary” has the meaning specified in NI 45-106 as in effect on the date of this Agreement.
“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from a Person or group of Persons, other than the Purchaser, the Parent or one or more of their respective affiliates or any Person acting jointly or in concert with the Purchaser, the Parent or any of their respective affiliates, who is arm’s length to the Company (within the meaning of the Tax Act), made after the date hereof to directly or indirectly acquire not less than all of the outstanding Common Shares (other than any Common Shares held by the Person or group of Persons making such Acquisition Proposal) or all or substantially all of the assets of the Company on a consolidated basis:
| (a) | that complies in all material respects with Securities Laws; |
| (b) | that is not subject to any financing condition; |
| (c) | in respect of which it has been demonstrated to the satisfaction of the Board, acting in good faith after consultation with its financial advisors and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal; |
| (d) | that is not subject to any due diligence and/or access condition; |
| (e) | that the Board, acting in good faith after consultation with its financial advisors and outside legal counsel, has determined is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal and their respective affiliates; and |
| (f) | that the Board (or any relevant committee thereof) determines, acting in good faith after consultation with its financial advisors and outside legal counsel, would, if consummated in accordance with its terms but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2)). |
“Superior Proposal Notice” has the meaning specified in Section 5.4(1)(c).
“Supporting Shareholders” means, collectively, (i) each director and officer of the Company and (ii) L1 Capital Pty Ltd.
“Tax Act” means the Income Tax Act (Canada).
“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, claims for refund, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes, including any schedule, attachment, supplement, appendix, or exhibit thereto, and including any amendment thereof.
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“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, carbon, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, provincial sales, retail, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, unclaimed property, escheat, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, surcharge, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii), whether disputed or not; (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.
“Technical Reports” means the technical reports titled: (i) “Technical Report and Mineral Resource Update, Converse Property, Humboldt County, Nevada, USA”, dated November 15, 2024 (effective November 15, 2024), prepared by APEX Geoscience Ltd.; (ii) “Amended and Restated Technical Report and Mineral Resource Update, Converse Property, Humboldt County, Nevada, USA”, dated February 13, 2025 (effective February 13, 2025), prepared by APEX Geoscience Ltd.; and (iii) “Technical Report on the Preliminary Economic Assessment of the Converse Project, Nevada, USA”, dated May 29, 2026 (effective May 2, 2026), prepared by SLR Consulting (Canada) Ltd.
“Terminating Party” has the meaning specified in Section 4.10(3).
“Termination Fee” has the meaning specified in Section 8.2(2).
“Termination Fee Event” has the meaning specified in Section 8.2(2).
“Termination Notice” has the meaning specified in Section 4.10(3).
“Treasury Regulations” means the U.S. Treasury Regulations promulgated under the Code.
“TSX” means the Toronto Stock Exchange.
“United States Securities Laws” means the 1933 Act, the 1934 Act, and all rules, regulations and orders promulgated by the SEC under either of such statutes, together with any successor or comparable federal securities laws of the United States.
“Unpatented Claims” means all unpatented mining claims (including any and all lode, placer, mill site and tunnel site claims) set out in Section 1.1 “Unpatented Claims” of the Company Disclosure Letter.
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“Voting Agreements” means the voting agreements dated the date hereof entered into among the Purchaser, the Parent and each of the Supporting Shareholders, pursuant to which such Persons have agreed, among other things, to vote the securities beneficially owned by them in favour of the Arrangement Resolution in accordance with the terms of such agreements.
“Warrant Instruments” means the certificates governing the terms and conditions of the Warrants, as applicable.
“Warrants” means the warrants to purchase Common Shares granted under the Warrant Instruments.
“Water Rights” means, with respect to the Converse Project, all rights to divert, appropriate, and/or use water under any application, grant, permit, certificate, decree, contract or claim whether adjudicated, unadjudicated, perfected, or unperfected.
“wilful breach” means a material breach that is a consequence of any act undertaken, or any omission or failure to take an act, by the breaching party with the actual knowledge that such act, or the omission or failure to take such act, would, or would be reasonably expected to, cause a material breach of this Agreement.
| Section 1.2 | Certain Rules of Interpretation |
In this Agreement, unless otherwise specified:
| (a) | Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and subsections and the insertion of headings are for convenience of reference only and do not affect the meaning or interpretation of this Agreement. |
| (b) | Currency. All references to dollars or to $ are references to Canadian dollars. |
| (c) | Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa. |
| (d) | Certain Phrases and References, etc. The words “including”, “includes” and “include” mean “including (or includes or include) without limitation,” and “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.” Unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The term “made available” or similar expressions in respect of any document or information provided to the Purchaser will be construed for all purposes under this Agreement as meaning that a copy of such document or information was filed and made generally available for viewing by the Purchaser or the Parent in the Data Room. |
| (e) | Capitalized Terms in Schedules. Any capitalized terms used in any Schedule but not otherwise defined therein have the meanings given to them in this Agreement. |
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| (f) | Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise. |
| (g) | Computation of Time. In the event that any date on or by which any action is required or permitted to be taken hereunder by any of the Parties is not a Business Day, such action will be required or permitted to be taken on or by the next succeeding day which is a Business Day. A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day. |
| (h) | Time References. Unless otherwise stated, references to time are to local time, Vancouver, British Columbia. |
| (i) | Subsidiaries. To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary of the Company, each such provision shall be construed as a covenant by the Company to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action. Any breach or wilful breach of any representation, warranty or covenant of the Purchaser in this Agreement shall be deemed to be a breach or wilful breach, as applicable, of such representation, warranty or covenant by the Parent. |
| (j) | Consents. If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent. |
| Section 1.3 | Accounting Matters |
Unless otherwise stated, all accounting terms used in this Agreement have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made are to be made in a manner consistent with IFRS.
| Section 1.4 | Schedules |
The following Schedules attached to this Agreement form an integral part of this Agreement:
| Schedule A | Plan of Arrangement | |
| Schedule B | Arrangement Resolution | |
| Schedule C | Representations and Warranties of the Company | |
| Schedule D | Representations and Warranties of the Purchaser and the Parent | |
| Schedule E | SpinCo Contribution Agreement | |
| Schedule F | Investor Agreement |
| Section 1.5 | Knowledge |
In this Agreement, references to “the knowledge of the Company” means the actual knowledge of the Chief Executive Officer and Executive Chairman, the Chief Financial Officer and the Executive Vice President – Development, in each case after inquiry within the Company and its Subsidiaries (and without any obligation to make any inquiry of third parties or any Governmental Entity or to perform any search of any public registry office or system), with the presumption that such officers have made such due and diligent inquiries as they consider necessary and reasonable in the circumstances (acting reasonably and in good faith in such consideration).
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| Section 1.6 | Company Disclosure Letter |
The Company Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to applicable Law unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes or (ii) a Party, acting reasonably and in good faith, needs to disclose it in order to enforce its rights under this Agreement.
Article 2
THE ARRANGEMENT
| Section 2.1 | Arrangement |
The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.
| Section 2.2 | Interim Order |
As soon as reasonably practicable after the date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser pursuant to section 291 of the BCBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:
| (a) | for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; |
| (b) | that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be: |
| (i) | 66 2/3% of the votes cast on the Arrangement Resolution by (A) Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, and (B) Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class; |
| (ii) | if required, a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to Common Shares beneficially owned, controlled or directed by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; and |
| (iii) | if and to the extent required by the Court, such other approval of the holders of securities of the Company. |
| (c) | that, subject to this Section 2.2, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; |
| (d) | for the grant of Dissent Rights to those Shareholders who are registered Shareholders; |
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| (e) | for the notice requirements with respect to the presentation of the application to the Court for the Final Order; |
| (f) | that, subject to the discretion of the Court, the Company Meeting may be held as a virtual-only or hybrid shareholder meeting and that the Securityholders that participate in the Company Meeting by virtual means will be deemed to be present at the Company Meeting; |
| (g) | that the Company Meeting may be adjourned or postponed from time to time by the Company, with the prior written consent of the Purchaser, acting reasonably, in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court; |
| (h) | that the record date for the Securityholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law or as otherwise agreed by the Parties; and |
| (i) | for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed). |
| Section 2.3 | The Company Meeting |
Subject to the terms and conditions of this Agreement and the Interim Order, the Company shall:
| (a) | in accordance with the terms and the procedures contained in the Interim Order, the Company’s constating documents and applicable Law, duly call, give notice of, convene and hold the Company Meeting as promptly as practicable, and in any event before December 23, 2026, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, acting reasonably, except: (i) as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled) or by applicable Law or a Governmental Entity; or (ii) as required or permitted under Section 4.10(3) or Section 5.4(5); |
| (b) | unless a Change in Recommendation has been made in accordance with this Agreement, solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, at the Company’s option, or if so requested by the Purchaser, using dealer and proxy solicitation services firms selected by the Company in consultation with the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution; |
| (c) | permit the Parent to solicit, on behalf of the Company, proxies in favour of the approval of the Arrangement Resolution and disclose in the Company Circular that the Parent may make such solicitations; |
| (d) | give notice to the Purchaser of the Company Meeting and allow the Purchaser, the Parent and their respective representatives to attend the Company Meeting (including, if the Company Meeting is a virtual-only or hybrid shareholder meeting, by virtual means); |
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| (e) | provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser; |
| (f) | in consultation with the Purchaser, fix and publish the record date for the purposes of determining the Securityholders entitled to receive notice of and vote at the Company Meeting; |
| (g) | promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies (specifying votes “for” and votes “against” the Arrangement Resolution) received by the Company in respect of the Arrangement Resolution; |
| (h) | not, without the prior written consent of the Purchaser, waive the deadline for the submission of proxies by Securityholders for the Company Meeting; |
| (i) | (i) promptly advise the Purchaser of any substantive communication (written or oral) from any Person in opposition to the Arrangement, any written notice of dissent, purported exercise or withdrawal of Dissent Rights and any other instruments served pursuant to Dissent Rights and received by the Company or any of its Representatives, and (ii) subject to Law, consult with the Purchaser in advance in connection with any discussions or communications with any Person in opposition to the Arrangement, including by providing the Purchaser with an opportunity to review and comment on any written communication sent by or on behalf of the Company to any such Person or to any Shareholder exercising or purporting to exercise Dissent Rights; |
| (j) | not make any payment or settlement offer, or agree to any payment or settlement, prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); |
| (k) | not change the record date for the Securityholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law; and |
| (l) | at the reasonable request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Shareholders, together with their addresses and respective holdings of Common Shares, all as shown on the records of the Company as of a date that is not more than five (5) Business Days prior to the date of delivery of such list, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares (including holders of Options, Warrants, RSUs, and DSUs) and (iii) participants and book-based nominee registrants, such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares, and the Company shall from time to time request that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance, as the Purchaser may reasonably request from time to time. |
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| Section 2.4 | The Company Circular |
| (1) | Subject to the Purchaser’s and the Parent’s compliance with Section 2.4(4), the Company shall prepare and complete the Company Circular together with any other documents required by Law in connection with the Company Meeting, and the Company shall, after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Securityholder and other Persons as required by the Interim Order and Law, in each case using commercially reasonable efforts so as to permit the Company Meeting to be held by the date specified in Section 2.3. |
| (2) | On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with Law, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser or the Parent in writing specifically for purposes of inclusion in the Company Circular pursuant to Section 2.4(4)) and provides the Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) copies of the Fairness Opinions; (ii) unless a Change in Recommendation has been made in accordance with this Agreement prior to the date of the Company Circular, a statement to the effect that the Board has received the Fairness Opinions and has, after receiving legal and financial advice, unanimously determined that the Arrangement is fair and reasonable to the Securityholders and in the best interests of the Company, and recommends that the Securityholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement to the effect that each of the Supporting Shareholders has entered into a Voting Agreement pursuant to which such Supporting Shareholder has agreed to vote all of such Supporting Shareholder’s Common Shares and/or Warrants in favour of the Arrangement Resolution. |
| (3) | The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser or the Parent and its legal counsel, and agrees that all information relating solely to the Purchaser or the Parent, as applicable, that is furnished in writing by or on behalf of the Purchaser or the Parent for inclusion in the Company Circular and any information describing the terms of the Arrangement and/or the Plan of Arrangement (other than SpinCo, the SpinCo Shares and the assets, properties and liabilities of SpinCo) must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser or its legal counsel with a final copy of the Company Circular prior to its sending to Securityholders. |
| (4) | The Purchaser and the Parent shall provide to the Company in writing, on a timely basis, all necessary information concerning the Purchaser and its affiliates that is required by Law to be included by the Company in the Company Circular and shall ensure that such information does not contain any Misrepresentation. |
| (5) | Each Party shall promptly notify the other Parties if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Securityholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity. |
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| (6) | The Company shall promptly: (i) notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular or the Company Meeting, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular or the Company Meeting or amendments or supplements to the Company Circular; and (ii) subject to Law, provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand, with respect to such correspondence. |
| (7) | The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority and, subject to Law, shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel, and if legally permissible, each of the Company and the Purchaser shall provide the other and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any discussions or meetings with any Securities Authority or the staff of a Securities Authority regarding the Company Circular, the Company Meeting or the Arrangement. |
| Section 2.5 | Final Order |
If the Interim Order is obtained and the Required Approval is obtained at the Company Meeting in accordance with the terms of the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than five (5) Business Days after the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order.
| Section 2.6 | Court Proceedings |
| (1) | The Purchaser and the Parent will cooperate with and assist the Company in, and consent to the Company, obtaining the Interim Order and the Final Order, including by providing the Company on a timely basis with any information regarding the Purchaser, the Parent, their respective affiliates and any financing sources, as applicable, that is required by applicable Law to be supplied by the Purchaser in connection therewith. |
| (2) | In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall, in each case subject to applicable Law: |
| (a) | diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order; |
| (b) | provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement and give reasonable consideration to such comments; provided however that the Company agrees that all information relating solely to the Purchaser or the Parent included in all such materials must be in a form and content satisfactory to the Purchaser, acting reasonably; |
| (c) | provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; |
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| (d) | ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement in all material respects; |
| (e) | not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; except that nothing in this Agreement shall require the Purchaser or the Parent to agree or consent to any increase or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s or the Parent’s obligations, or diminishes or limits the Purchaser’s or the Parent’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; or that requires any amendment or modification to the terms and conditions of the Voting Agreements; |
| (f) | oppose any proposal from any Person that the Final Order contains any provision inconsistent with the Arrangement or this Agreement and if, at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in consultation and cooperation with, the Purchaser; and |
| (g) | not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that (i) the Purchaser advises the Company at least 24 hours, if practicable, prior to the hearing of the nature of any such submissions and provides copies to the Company of any notice of appearance, motions or other documents supporting such submissions, and (ii) such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. |
| Section 2.7 | Closing and Effective Date |
| (1) | The Arrangement shall become effective on the date upon which the Company and the Purchaser agree in writing as the Effective Date, or, in the absence of such agreement, on the day that is the fifth (5th) Business Day following the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is of all conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), and the Arrangement shall be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Law. |
| (2) | The closing of the Arrangement will take place remotely by exchange of documents and signatures (or their electronic counterparts), unless another place is agreed to in writing by the Parties, at 9:00 a.m. on the Effective Date. |
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| Section 2.8 | Payment of Consideration |
Following receipt of the Final Order and no later than the Business Day prior to the anticipated Effective Date determined in accordance with Section 2.7(1):
| (a) | the Purchaser shall deliver, or cause to be delivered, to the Depositary in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably), sufficient funds to pay (i) the aggregate Cash Consideration, and (ii) the aggregate cash required to be paid in consideration for the Warrants, in each case, as provided in and in the amount specified in the Plan of Arrangement; |
| (b) | without limiting the Purchaser’s funding obligation under Section 4.1(3), if requested in writing by the Company not less than five (5) Business Days prior to such anticipated Effective Date, the Purchaser shall provide, or cause to be provided, to the Company, sufficient funds to allow the Company to pay the aggregate cash amount necessary to settle all Incentive Securities and all amounts to be paid prior to the Effective Time pursuant to Section 4.12 (such advance to be evidenced by a non-interest bearing loan to the Company (on terms and conditions customary for circumstances of such nature and otherwise to be agreed by the Company and the Purchaser, acting reasonably)), as provided in and in the amount specified in the Plan of Arrangement, including all payroll or other Taxes in respect thereof; and |
| (c) | the Company shall by way of treasury direction deliver, or cause to be delivered, to the Depositary in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably), a sufficient number of SpinCo Shares to satisfy the aggregate SpinCo Share Consideration as provided in and in the amount specified in the Plan of Arrangement. |
| Section 2.9 | Adjustment to Consideration |
Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the Company sets a record date for any dividend or other distribution on the Common Shares that is prior to the Effective Time or pays any dividend or other distribution on the Common Shares prior to the Effective Time, then: (i) to the extent the amount of such dividends or distributions per Common Share (the “Adjustment Amount”) does not exceed the amount of the Cash Consideration, the Cash Consideration shall be reduced by the Adjustment Amount; and (ii) to the extent that the Adjustment Amount exceeds the Cash Consideration, such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.
| Section 2.10 | Withholding Taxes |
| (1) | The Parent, the Purchaser, the Company, SpinCo and the Depositary, as applicable, shall be entitled to deduct and withhold, or cause to be deducted and withheld from any consideration or amount otherwise payable or deliverable to any Person pursuant to the Arrangement, including to any Person exercising Dissent Rights, such amounts as the Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, under the Tax Act, the Code or any provision of any other applicable Laws in respect of Taxes, including in respect of the value of any SpinCo Shares delivered to such Person. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. |
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| (2) | Any amount required to be deducted or withheld in respect of the consideration payable or deliverable to any Person pursuant to the Arrangement (including in respect of the SpinCo Shares delivered to such Person) shall first be satisfied from the cash portion, if any, of the consideration otherwise payable to such Person. Only if, and only to the extent that, the amount so required or reasonably believed to be required to be deducted or withheld exceeds the cash portion, if any, of the consideration otherwise payable to such Person, the Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, are hereby authorized to retain and sell or otherwise dispose of, on behalf of such Person, or to retain and make arrangements with a broker or other similar third party to sell or otherwise dispose of, on behalf of such Person, such portion of the SpinCo Shares otherwise deliverable to such Person as is necessary to provide sufficient funds to enable the Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, to comply with such deduction or withholding requirement. The Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, shall notify such Person thereof and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale, which, for greater certainty, shall be paid and borne by such Person) to the appropriate Governmental Entity and shall remit to such Person any unapplied balance of the net proceeds of such sale. Any such sale will be made at prevailing market prices and none of the Parent, the Purchaser, the Company, SpinCo or the Depositary shall be under any obligation to obtain a particular price for, or to indemnify any Person in respect of a particular price for, the SpinCo Shares so sold. |
| Section 2.11 | Guarantee |
The Parent unconditionally and irrevocably guarantees in favour of the Company the due and punctual payment and performance by the Purchaser of each and every of the Purchaser’s obligations hereunder and under the Plan of Arrangement, including its obligation to pay the aggregate Cash Consideration and the aggregate cash required to be paid in consideration for the Warrants, in each case, in accordance with this Agreement and the Plan of Arrangement. The obligations and liabilities of the Parent hereunder shall be absolute and unconditional, irrespective of any amalgamation, merger or reorganization of the Parent or Purchaser, including any such reorganization occurring by means of the insolvency or bankruptcy of the Purchaser, or upon any other event or contingency. The guarantee herein provided is an absolute, unconditional, continuing guarantee of payment and performance and not of collectability, and is in no way conditioned upon any attempt to collect from the Purchaser. The guarantee herein provided shall survive in full force and effect until all such obligations guaranteed by this Section 2.11 have been performed (and, if applicable, paid) in accordance with the terms of this Agreement. The Parent hereby agrees that the Company shall not have to proceed first against the Purchaser in respect of any such matter before exercising its rights under this guarantee against the Parent and the Parent agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations. The Parent hereby unconditionally and irrevocably waives any right to revoke the guarantee given in this Section 2.11 and acknowledges that such guarantee is continuing in nature and applies to all presently existing and future obligations of the Purchaser under this Agreement.
| Section 2.12 | Incentive Securities and Warrants |
| (1) | Each Incentive Security and Warrant will be dealt with in accordance with the Plan of Arrangement. The Company shall take all reasonable steps required or advisable to give effect to the foregoing. |
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| (2) | All amounts payable in respect of the Incentive Securities and Warrants pursuant to the Plan of Arrangement shall be paid to the applicable recipient in accordance with the Plan of Arrangement. |
| (3) | The Parties acknowledge that: (i) no deduction will be claimed by the Company (or any Person not dealing at arm’s length with the Company for purposes of the Tax Act) in computing its income under the Tax Act in respect of any payment made to a holder of Options in consideration for the surrender of Options pursuant to the Plan of Arrangement who (a) is a resident of Canada for purposes of the Tax Act or who is (or, following the grant of such Options, was) employed and liable for income Tax in Canada, and (b) would, if the election and other actions contemplated by this Section 2.12 were made or taken (as the case may be), be entitled to a deduction under paragraph 110(1)(d) of the Tax Act in respect of such payment, and the Purchaser shall cause the Company to (x) where applicable, make and timely file an election pursuant to subsection 110(1.1) of the Tax Act in respect of such payment, and (y) provide evidence in writing of such election to each such holder of Options. |
| (4) | Notwithstanding any provision herein to the contrary, prior to the Effective Time but subject to and conditioned on the occurrence of the Effective Time, the Company or the Board, as applicable, shall (i) adopt any resolutions and take all actions that are necessary to effectuate the provisions of this Agreement and the Plan of Arrangement related to the Incentive Securities and Warrants; and (ii) terminate the Equity Incentive Plan, the Legacy RSU Plan, the Legacy Stock Option Plan, the Warrant Instruments (to the extent permitted by their terms) and all other agreements relating to the Incentive Securities and Warrants. |
| Section 2.13 | U.S. Securities Law Matters |
The Parties agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable efforts to ensure that, all SpinCo Shares issued or distributed on completion of the Arrangement will be issued and distributed by SpinCo in reliance on the exemption from the registration requirements of the 1933 Act provided by section 3(a)(10) thereunder and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. In order to ensure the availability of the exemption under section 3(a)(10) of the 1933 Act, the Parties agree that the Arrangement will be carried out on the following basis:
| (a) | the procedural and substantive fairness of the Arrangement will be subject to the approval of the Court; |
| (b) | the Court will be advised as to the intention of the Parties to rely on the exemption under section 3(a)(10) of the 1933 Act prior to the hearing required to approve the procedural and substantive fairness of the Arrangement; |
| (c) | the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Persons entitled to receive SpinCo Shares thereunder; |
| (d) | the Company will ensure that each Person entitled to receive SpinCo Shares pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the procedural and substantive fairness of the Arrangement and providing them with sufficient information necessary for them to exercise that right; |
| (e) | each Person entitled to receive SpinCo Shares pursuant to the Arrangement will be advised that the SpinCo Shares issued pursuant to the Arrangement have not been registered under the 1933 Act and will be issued by SpinCo in reliance on the exemption under section 3(a)(10) of the 1933 Act; |
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| (f) | all SpinCo Shares issued to Persons in the United States will be registered or qualified under the securities laws of each state, territory or possession of the United States in which any Person receiving SpinCo Shares is located, unless an exemption from such state securities law registration or qualification requirements is available; |
| (g) | the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being procedurally and substantively fair to all Persons entitled to receive SpinCo Shares pursuant to the Arrangement; |
| (h) | the Interim Order approving the Company Meeting will specify that each Person entitled to receive SpinCo Shares pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time as required by the requirements of the exemption under section 3(a)(10) of the 1933 Act; and |
| (i) | the Company shall request that the Final Order shall include a statement to substantially the following effect: |
“This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of RoxOn Resources Inc., pursuant to or in connection with the Plan of Arrangement.”.
Article 3
REPRESENTATIONS AND WARRANTIES
| Section 3.1 | Representations and Warranties of the Company |
| (1) | Except (i) as set forth in the correspondingly numbered section, subsection, paragraph or subparagraph of the Company Disclosure Letter (it being understood and agreed that the disclosure of any fact or item in any section of the Company Disclosure Letter shall also be deemed to be an exception to (or, as applicable, disclosure for the purposes of) any other representations and warranties of the Company to the extent that it is readily apparent on its face from a reading of such disclosure that it is also applicable to such other representation and warranty) or (ii) as Fairly Disclosed in the Company Filings (excluding any disclosures in the Company Filings under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and any other disclosures contained therein that are forward-looking or cautionary in nature) (other than in the case of the representations and warranties of the Company set forth in Schedule C (1) [Organization and Powers], (2) [Authority Relative to this Agreement], (5) [Authorized and Issued Capital], (25)(ii) (as it relates to Mineral Property), (25)(xvi)(A), (B) [Project Real Property] and (41) [Financial Advisors or Brokers]), the Company represents and warrants to the Purchaser and the Parent as set forth in Schedule C and acknowledges and agrees that the Purchaser and the Parent are relying upon such representations and warranties in connection with the entering into of this Agreement. |
| (2) | The representations and warranties of the Company contained in this Agreement shall not survive the Effective Time and shall expire on the earlier of the Effective Time and the time at which this Agreement is terminated in accordance with its terms. |
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| Section 3.2 | Representations and Warranties of the Purchaser and the Parent |
| (1) | The Purchaser and the Parent jointly and severally represent and warrant to the Company as set forth in Schedule D and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement. |
| (2) | The representations and warranties of the Purchaser and the Parent contained in this Agreement shall not survive the Effective Time and shall expire on the earlier of the Effective Time and the time at which this Agreement is terminated in accordance with its terms. |
Article 4
COVENANTS
| Section 4.1 | Conduct of Business of the Company |
| (1) | Subject to Section 4.1(6), until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the Purchaser’s prior written consent (to the extent that such consent is permitted by applicable Law), which consent will not be unreasonably withheld, conditioned or delayed, (ii) as expressly required or specifically contemplated by this Agreement or the Plan of Arrangement, (iii) as set out in Section 4.1(1) of the Company Disclosure Letter, (iv) in connection with any Pre-Acquisition Reorganization or SpinCo Reorganization, or (v) as otherwise required by applicable Law or a Governmental Entity, the Company shall, and shall cause each of its Subsidiaries to, conduct business in the Ordinary Course and use commercially reasonable efforts to maintain and preserve intact, in all material respects, the current business organization, assets, goodwill and properties of the Company and its Subsidiaries, and maintain good relations with suppliers, creditors and all other Persons having business relationships with the Company or its Subsidiaries, and pay or cause to be paid, as and when due, all amounts in respect of any Royalties and, subject to Section 4.1(3), any other milestone, contingent or deferred payment obligations, in each case solely to the extent such amounts are required to be paid prior to the Effective Time (provided that the failure by the Company or any of its Subsidiaries to take any action expressly prohibited by Section 4.1(2) shall be deemed to not constitute a breach of this Section 4.1(1)). |
| (2) | Subject to Section 4.1(6), until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, without limiting the generality of Section 4.1(1), except (i) with the Purchaser’s prior written consent (to the extent that such consent is permitted by applicable Law), which consent will not be unreasonably withheld or conditioned, (ii) as expressly required or specifically contemplated by this Agreement or the Plan of Arrangement, (iii) as set out in Section 4.1(2) of the Company Disclosure Letter, (iv) in connection with any Pre-Acquisition Reorganization or SpinCo Reorganization, or (v) as otherwise required by applicable Law or a Governmental Entity, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: |
| (a) | other than in connection with the formation of SpinCo, amend its or any Subsidiary’s constating documents or, in the case of any Subsidiary which is not a corporation, its similar organizational documents; |
| (b) | reduce the stated capital or split, divide, consolidate, combine or reclassify any shares of its capital stock, set aside or pay any dividend or other distribution or make any payment (whether in cash, stock or property or any combination thereof), in respect of securities of the Company or any Subsidiary owned by any Person or the securities of any Subsidiary of the Company other than (i) the declaration and payment of any dividend or other distribution in cash which gives rise to an adjustment to the Cash Consideration pursuant to Section 2.9, or (ii) in the case of any Subsidiary wholly-owned by the Company, any dividends, distributions or payments payable to the Company or any other wholly-owned Subsidiary of the Company; |
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| (c) | redeem, repurchase, or otherwise acquire (or offer to redeem, repurchase or otherwise acquire) or subject to any Lien any shares of capital stock or other securities of the Company or any of its Subsidiaries or securities convertible into or exchangeable or exercisable for capital stock or other securities of the Company or any of its Subsidiaries, except for the issuance of Common Shares issuable upon the exercise or settlement, as applicable, of the currently outstanding Incentive Securities or Warrants; |
| (d) | other than as set out in Section 4.1(2)(h) of the Company Disclosure Letter, issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of, any shares of its capital stock or other equity or voting interests, or any options, warrants or similar rights or other securities exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of the Common Shares, except for the issuance of Common Shares issuable upon the exercise or settlement, as applicable, of the currently outstanding Incentive Securities or Warrants; |
| (e) | acquire (by merger, consolidation, acquisition of stock or other equity interests or assets or otherwise) any Person, assets (including interests in Project Real Property), securities, properties, interests or businesses or any division thereof or make any investment by the purchase of securities, contribution of capital, property transfer or purchase of any property or assets of any other Person, in each case, directly or indirectly, in one transaction or in a series of related transactions other than pursuant to a Contract in effect as of the date hereof or the acquisition of inventory, equipment, interests and supplies in the Ordinary Course or as permitted by Section 4.1(2)(g); |
| (f) | sell, lease, transfer, pledge, hypothecate, sell and lease back, license, mortgage or otherwise dispose of, lose the right to use, surrender, grant a royalty or mineral streaming interest or right in respect of or encumber any of its assets or properties, other than obsolete or immaterial personal property in the Ordinary Course; |
| (g) | other than as set out in Section 4.1(2)(g) of the Company Disclosure Letter, incur any expenses or make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $500,000; |
| (h) | other than as set out in Section 4.1(2)(h) of the Company Disclosure Letter, prepay any indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof or enter into any debt Contracts or debt commitment letters; |
| (i) | other than as set out in Section 4.1(2)(i) of the Company Disclosure Letter and other than intercompany transactions involving only the Company and/or its wholly-owned Subsidiaries, make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person; |
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| (j) | enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments; |
| (k) | other than as set out in Section 4.1(2)(m) of the Company Disclosure Letter, make any bonus or profit sharing distribution or similar payment of any kind, unless required by written Contract, Employee Plan or applicable Law; |
| (l) | make any change in the Company’s accounting methods, policies, principles, practices or procedures, except as required by concurrent changes in IFRS; |
| (m) | grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees unless required by written Contract, Employee Plan or applicable Law; |
| (n) | (i) adopt, enter into or amend any Employee Plan; (ii) pay any benefit to any director or officer of the Company or any of its Subsidiaries or to any Company Employee that is not required under the terms of any Employee Plan or written Contract in effect on the date of this Agreement; (iii) grant, accelerate or vest, increase or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of the Company or any of its Subsidiaries or to any Company Employee, including under any Employee Plan; or (iv) make any material determination under any Employee Plan that is not in the Ordinary Course; |
| (o) | other than as set out in Section 4.1(2)(o) of the Company Disclosure Letter, hire any new employee who was not employed by the Company or a Subsidiary on the date of this Agreement, or terminate the employment of any Company Employee, other than for cause; |
| (p) | cancel, waive, release, assign, settle or compromise any material claims or rights relating to the Project Real Property; |
| (q) | compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of the Company or brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Arrangement; |
| (r) | amend or modify in any material respect, or terminate or waive any material right under, any Material Contract or enter into any Contract that would be a Material Contract if in effect on the date hereof, or fail to enforce any material breach of any Material Contract of which it becomes aware; |
| (s) | enter into, amend or modify any collective agreement or similar agreement with any trade union or representative body and other than upon reasonable consultation with the Purchaser; |
| (t) | except as contemplated in Section 4.11, amend, modify or terminate any material insurance policy of the Company or any of its Subsidiaries in effect on the date of this Agreement unless simultaneously with any such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect; |
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| (u) | other than as set out in Section 4.1(2)(u) of the Company Disclosure Letter, terminate, abandon, fail to diligently pursue any application for, fail to renew, cancel, waive, release, or allow to expire or lapse, or transfer, any material Authorizations; |
| (v) | other than in connection with the SpinCo Reorganization, (i) make, amend, change or revoke any material Tax election or designation, (ii) settle or compromise any material Tax claim, assessment, reassessment, liability or controversy, (iii) change or amend any method of Tax accounting which change is material to the Company and its Subsidiaries, taken as a whole, including its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law (iv) amend any federal income Tax Return with respect to a material amount of Taxes, (v) enter into any material agreement with a Governmental Entity with respect to Taxes, (vi) surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, or (vii) consent to the extension or waiver of the limitation period applicable to any material Tax matter; |
| (w) | unless requested by the Purchaser or as part of any Pre-Acquisition Reorganization or SpinCo Reorganization, knowingly take any action, permit any action or enter into any transaction that would reasonably be expected to have the effect of materially reducing or eliminating the amount of the tax cost “bump”, if any, pursuant to paragraphs 88(1)(c) and 88(1)(d) of the Tax Act in respect of the securities of any affiliates or Subsidiaries and other non-depreciable capital property owned by the Company or any of its Subsidiaries on the date hereof, upon an amalgamation or winding-up of the Company or any of its Subsidiaries (or any of their respective successors), and promptly provide advance written notice to the Purchaser of any transaction or event that, to the knowledge of the Company, could reasonably be expected to prevent the Purchaser from obtaining the benefit of the tax cost “bump” pursuant to paragraphs 88(1)(c) and 88(1)(d) of the Tax Act in respect of the securities of any affiliates or Subsidiaries and other non-depreciable capital property owned by the Company or any of its Subsidiaries on the date hereof; |
| (x) | adopt a plan of liquidation or resolution providing for its liquidation or dissolution; |
| (y) | other than in connection with the formation of SpinCo, reorganize, recapitalize, restructure, amalgamate, merge or undertake any transaction having a similar effect with any other Person; |
| (z) | other than in connection with the formation of SpinCo, enter into any agreement that has the effect of creating a joint venture, partnership, shareholders’ agreement or similar relationship between the Company or any of its Subsidiaries and another Person; |
| (aa) | except as disclosed in Section 4.1(2)(aa) of the Company Disclosure Letter, engage in any transaction with any director, officer or employee of the Company or any of its Subsidiaries, any beneficial owner of 10% or more of the outstanding Common Shares or any director, officer or employee of such beneficial owner or any of their respective affiliates or associates; |
| (bb) | other than any Contracts with the Financial Advisors in effect as of the date hereof, enter into an agreement that could result in the payment by the Company or any of its Subsidiaries of a finder’s fee, success fee or other similar fee in connection with the Arrangement or the other transactions contemplated in this Agreement, provided that the foregoing shall not prohibit the Company from entering into an agreement with any dealer and proxy solicitation services firm for purposes of soliciting proxies in connection with the Arrangement; or |
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| (cc) | authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing. |
| (3) | [**]. |
| (4) | Without limiting the generality of Section 4.1(2)(w), the Company acknowledges that the Purchaser may make designations pursuant to paragraph 88(1)(c) and (d) of the Tax Act or enter into transactions ancillary or incidental thereto (collectively, the “Bump Transactions”) in order to step up the Tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions; provided that any out-of-pocket costs, fees or expenses of the Company or any of its Subsidiaries associated therewith shall be at the Purchaser’s sole expense. |
| (5) | Until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Company shall provide the Purchaser with any substantive applications, notices, filings, submissions, undertakings or other substantive correspondence provided to a Governmental Entity and/or Aboriginal Peoples, or any substantive communications received from a Governmental Entity or Aboriginal Peoples, in respect of any Authorizations that are not in place as of the date hereof and relate to the Converse Project, and the Company shall permit the Purchaser a reasonable opportunity to review in advance, and comment on any such applications, notices, filings, submissions, undertakings or correspondence and consider any Purchaser comments thereon in good faith. The Company and its Subsidiaries will provide the Purchaser and its legal counsel with a reasonable opportunity to review in advance and comment on any proposed public disclosure of exploration results or other technical information relating to the Converse Project (to the extent not previously publicly disclosed by the Company) prior to such disclosure, and give reasonable consideration to any comments made by the Purchaser and its legal counsel. |
| (6) | Notwithstanding anything to the contrary in Section 4.1(1) or Section 4.1(2), nothing in Section 4.1(1) or Section 4.1(2) shall prevent or otherwise limit the Company or any of its Subsidiaries from taking any actions in relation to SpinCo, the SpinCo Reorganization and/or the transactions contemplated by the SpinCo Contribution Agreement. |
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| Section 4.2 | Covenants of the Company Regarding the Performance of Obligations |
| (1) | Subject to Section 4.5, which shall govern in relation to the Regulatory Approvals, and subject to the other terms and conditions of this Agreement, the Company shall perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, co-operate with the Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and the other transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its Subsidiaries to: |
| (a) | use its commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 and carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; |
| (b) | use its commercially reasonable efforts to (i) effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement and (ii) obtain and maintain all third-party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) necessary or advisable in connection with the Arrangement or (B) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in the case of this clause (ii), on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser (it being expressly agreed by the Purchaser that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a condition to the closing of the Arrangement, except to the extent provided for in Article 6); |
| (c) | use its commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, appeal, overturn, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it or any of its Subsidiaries is a party or brought against it or any of its Subsidiaries or any of their respective directors or officers challenging or affecting the Arrangement or this Agreement or the consummation of the transactions contemplated hereby; |
| (d) | use its commercially reasonable efforts to secure the resignations and customary mutual releases (in a form satisfactory to the Purchaser and such directors and officers, each acting reasonably) of the directors and officers of the Company and its Subsidiaries, at the Purchaser’s request, and cause them to be replaced by Persons nominated or otherwise identified by the Purchaser effective as of the Effective Time; and |
| (e) | not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement. |
| (2) | The Company shall promptly notify the Purchaser in writing of: |
| (a) | any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or fact which would reasonably be expected to have a Material Adverse Effect; |
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| (b) | unless prohibited by Law, any notice or other communication received by the Company or any of its Subsidiaries from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement (including a copy of any such written notice or communication); |
| (c) | unless prohibited by Law, any notice or other communication received by the Company or any of its Subsidiaries from any counterparty to a Material Contract to the effect that such counterparty is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement (including a copy of any such written notice or communication); |
| (d) | any notice or other communication from any Person challenging or questioning the Company’s (or any of its Subsidiaries’, as relevant) ownership of and ability to develop and operate the Converse Project substantially in accordance with the Technical Reports (including a copy of such written notice or communication); |
| (e) | any notice or other communication from any Governmental Entity (other than Governmental Entities in connection with the Company Circular or the Company Meeting, which shall be addressed as contemplated by Section 2.4(6) or any Regulatory Approvals, which shall be addressed as contemplated by Section 4.5) in connection with this Agreement or the Arrangement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or |
| (f) | any filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries that relate to this Agreement or the Arrangement. |
| Section 4.3 | Covenants of the Company regarding the Spin-Out Transaction |
| (1) | [**]. |
| (2) | Prior to entering into the SpinCo Contribution Agreement, the Company shall, and shall cause each of its Subsidiaries to, effect the SpinCo Reorganization. The Company and its Subsidiaries shall provide to the Purchaser copies of documents, proposed steps and other relevant details reasonably requested by the Purchaser from time to time in respect of those transactions to be undertaken pursuant to or in association with the SpinCo Reorganization and the SpinCo Contribution Agreement, and the Company and the Subsidiaries shall cooperate with and consult with the Purchaser in good faith with respect to the matters relating to the SpinCo Reorganization and the SpinCo Contribution Agreement. Notwithstanding the foregoing, all material decisions relating to the foregoing shall otherwise be finally approved by the Company, acting reasonably and in good faith. |
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| (3) | On the day prior to the Effective Date, provided that the Purchaser has confirmed that all conditions in its favour in Section 6.2 have been satisfied or waived (except, in each case, any conditions that are not required to have been, or cannot be completed by the day prior to the Effective Date), the Company shall, and shall cause SpinCo to, enter into the SpinCo Contribution Agreement and the Investor Agreement. |
| (4) | The Parties agree that the Arrangement will be carried out with the intention that, and will use their respective commercially reasonable efforts to ensure that, the SpinCo Share Consideration issued pursuant to the Plan of Arrangement will be issued by SpinCo in reliance on applicable exemptions from the prospectus requirements under Securities Laws. |
| (5) | The Company shall use its commercially reasonable efforts to cause the SpinCo Shares which are to be issued as the SpinCo Share Consideration to be approved for listing on the TSX or the TSX Venture Exchange as soon as reasonably practicable following the Effective Time. |
| Section 4.4 | Covenants of the Purchaser and the Parent Regarding the Performance of Obligations |
| (1) | Subject to Section 4.5, which shall govern in relation to the Regulatory Approvals, and subject to the other terms and conditions of this Agreement, the Purchaser and the Parent shall perform all obligations required to be performed by the Purchaser and the Parent under this Agreement, co-operate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and the other transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser and the Parent shall: |
| (a) | use their commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 and carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; |
| (b) | cooperate with the Company and use its commercially reasonable efforts to assist the Company to obtain and maintain all waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations contemplated by this Agreement, provided, however, that, notwithstanding anything to the contrary in this Agreement, in connection with the foregoing, the Purchaser will not be required to pay or commit to pay any cash or other consideration, make any commitment or incur any liability or other obligation; |
| (c) | use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Purchaser or the Parent relating to the Arrangement required to be completed prior to the Effective Time; |
| (d) | upon reasonable consultation with the Company, use its commercially reasonable efforts to oppose, appeal, overturn, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or any of its respective directors or officers challenging or affecting the Arrangement or this Agreement or the consummation of the transactions contemplated hereby; |
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| (e) | promptly notify the Company of any communication received by the Purchaser or the Parent from any Person or Governmental Entity in connection with this Agreement or the Arrangement and any filing, action, suit, claim, investigation or proceeding commenced or, to the knowledge of the Purchaser or the Parent, threatened against, relating to or involving or otherwise affecting the Purchaser or the Parent that relate to this Agreement or the Arrangement; and |
| (f) | not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement. |
| Section 4.5 | Regulatory Approvals |
| (1) | Subject to the terms and conditions of this Agreement, the Parties shall, as promptly as reasonably practicable, prepare and file all necessary documents, registrations, statements, petitions, filings, notifications and applications for the Regulatory Approvals, if any, and use their commercially reasonable efforts to obtain and maintain, or replace if required by any relevant Governmental Entity, all applicable Regulatory Approvals (it being expressly agreed by the Parties that no such Regulatory Approvals shall be a condition to the closing of the Arrangement, except to the extent provided for in Article 6). |
| (2) | Except to the extent the Purchaser determines otherwise, each Party shall (A) as soon as possible after a Requesting Authority asserts jurisdiction over, or requests, a filing or submission relating to the Arrangement, and consistent with any Law, submit all filings, submissions, and other documents requested by such Requesting Authority to be filed or submitted on behalf of such Party, and (B) respond as promptly as possible to any inquiries or requests received from such Requesting Authority for additional information or documentation. |
| (3) | Subject to Law, the Parties shall cooperate with one another in connection with any filings or submissions pursuant to Section 4.5(1) or Section 4.5(2), including providing one another with copies of all notices and information or other correspondence supplied to, filed with or received from any Governmental Entity (except for notices and information which a Party reasonably considers to be confidential or sensitive, which such Party shall provide on an “outside counsel only” basis). |
| (4) | Subject to Law, the Parties shall cooperate with and keep one another fully informed on a timely basis as to the status of and the processes and proceedings relating to any actions taken pursuant to Section 4.5(1) or Section 4.5(2), and shall promptly notify each other of any substantive communication (written or oral) from any Governmental Entity in respect of the Arrangement or this Agreement, and shall not make any submissions or filings, participate in any meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Parties in advance and, to the extent not precluded by such Governmental Entity, gives the other Parties the opportunity to review drafts of any submissions or filings and agrees to consider those comments in good faith, or attend and participate in any substantive communications or meetings. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Parties to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide to external legal counsel to the other Parties non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients. |
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| (5) | No Party shall extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties. |
| (6) | If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Law, the Parties shall use their commercially reasonable efforts, consistent with the terms of this Agreement, to resolve such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date. |
| (7) | Despite anything to the contrary contained in this Section 4.5, the Purchaser is under no obligation to take any steps or actions that would, in its sole discretion, materially affect or limit the Purchaser’s right or freedom to own, use or exploit its business, operations or assets or those of its affiliates, the Company or the Company’s Subsidiaries or to negotiate or agree to the sale, divestiture, transfer, license or other disposition by the Purchaser of its business, operations or assets or those of its affiliates, the Company or the Company’s Subsidiaries or to any form of behavioral remedy including an interim or permanent hold separate order. |
| Section 4.6 | Access to Information; Confidentiality |
| (1) | Subject to compliance with applicable Laws, the Company shall give the Purchaser, the Parent and their respective officers, employees, directors, agents, advisors and representatives, at their risk and expense, (a) upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries’ (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts and Leases, and (iv) senior personnel, so long as such access does not unduly interfere with the Ordinary Course conduct of the business of the Company; and (b) such financial and operating data or other information with respect to the assets or business of the Company and its Subsidiaries as the Purchaser from time to time reasonably requests. Subject to compliance with applicable Laws and such requests not unduly interfering with the Ordinary Course conduct of the business of the Company, the Company will also make available to the Purchaser, Parent and their respective officers, employees, directors, agents, advisors and representatives information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company, the Purchaser and the Parent following completion of the Arrangement. |
| (2) | Without limiting the generality of the provisions of the Confidentiality Agreement, the Purchaser acknowledges that all information provided to it under this Section 4.6, or otherwise pursuant to this Agreement or in connection with the transactions contemplated hereby is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of the Confidentiality Agreement, this Agreement or any termination of this Agreement. |
| Section 4.7 | Pre-Acquisition Reorganization |
| (1) | Subject to Section 4.7(2) and Section 4.7(3), the Company agrees that, upon request of the Purchaser, the Company shall, and shall cause each of its Subsidiaries to, (i) use its commercially reasonable efforts to effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may reasonably request prior to the Effective Date (each a “Pre-Acquisition Reorganization”), including, for certainty, the continuation of Converse Acquisition Company, Limited under the laws of the Province of British Columbia, (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that would be undertaken and the manner in which they would most effectively be undertaken, (iii) cooperate with the Purchaser and its advisors and use its commercially reasonable efforts to seek to obtain consents or waivers which might be required under any Material Contract in connection with the Pre-Acquisition Reorganization, if any, and (iv) cooperate with the Purchaser and its advisors, including the provision of information and the execution and filing of certificates and forms as reasonably requested by Purchaser in connection with the foregoing. |
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| (2) | Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may make designations pursuant to paragraph 88(1)(c) and (d) of the Tax Act or enter into any Bump Transactions in order to step up the Tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information requested by the Purchaser in this regard on a timely basis and to use commercially reasonable efforts to assist in obtaining any such information in order to facilitate a successful completion of the Bump Transactions; provided that any out-of-pocket costs, fees or expenses of the Company or any of its Subsidiaries associated therewith shall be at the Purchaser’s sole expense. |
| (3) | The Company will not be obligated to participate in or effect (or cause any of its Subsidiaries to participate in or effect) any Pre-Acquisition Reorganization under Section 4.7(1) unless such Pre-Acquisition Reorganization: |
| (a) | can be completed as close as reasonably practicable prior to or contemporaneously with the Effective Time and can be unwound in the event that the Arrangement is not consummated; |
| (b) | is not prejudicial to the Company and its Subsidiaries or the Securityholders in any material respect; |
| (c) | does not reduce or change the form of the consideration provided for under the Arrangement; |
| (d) | does not require the Company to obtain the approval of securityholders of the Company or proceed absent any required consent of any third party (including any Regulatory Approval), other than those approvals required to consummate the Arrangement and the other transactions contemplated thereby; |
| (e) | does not require the directors, officers, employees or agents of the Company or any of its Subsidiaries to take any action in any capacity other than as a director, officer, employee or agent of the Company, as applicable; |
| (f) | does not result in any material breach by the Company or any of its Subsidiaries of any Contract or Authorization, or any breach by the Company or any of its Subsidiaries of their respective constating documents or applicable Law; |
| (g) | does not result in any Taxes being imposed on, or any adverse Tax or other consequences to, the Company, any of its Subsidiaries or any Securityholder or holder of Incentive Securities which are incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement in the absence of action being taken pursuant to the Pre-Acquisition Reorganization; |
| (h) | does not unreasonably interfere with the Company’s material operations prior to the Effective Time; and |
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| (i) | would not reasonably be expected to prevent or materially delay the consummation of, or impair the ability of the Company to consummate, the Arrangement. |
| (4) | The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 10 Business Days prior to the Effective Date. Upon receipt of such notice, subject to the satisfaction of the conditions in Section 4.7(3), the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare, prior to the Effective Time, all documentation necessary and do such other commercially reasonable acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement, and shall, to the extent practicable, seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date (but only after each of the Purchaser and Parent has irrevocably confirmed that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied or waived and that it is prepared to promptly and without condition proceed to effect the Arrangement). |
| (5) | The Purchaser agrees that it will be responsible for all costs and expenses associated with any Pre-Acquisition Reorganization and shall (i) forthwith reimburse the Company for all costs and expenses, including reasonable legal fees and disbursements, incurred by the Company and its Subsidiaries in connection with any proposed Pre-Acquisition Reorganization; and (ii) indemnify and save harmless the Company and its affiliates, and their respective directors, officers, employees and other Representatives from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization, or to reverse or unwind any Pre-Acquisition Reorganization, if the Arrangement is not completed (other than due to a termination of this Agreement by the Purchaser pursuant to Section 7.2(1)(d)(i)). The Purchaser and Parent agree that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company or any of its Subsidiaries under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser or the Parent has been satisfied. |
| Section 4.8 | Control of Business |
Nothing contained in this Agreement shall give either the Company, on the one hand, or the Purchaser or the Parent, on the other, directly or indirectly, the right to control or direct the operations of the Company or the Purchaser and the Parent, respectively, prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
| Section 4.9 | Public Communications |
Subject to the terms and conditions of this Agreement, the Parties shall co-operate in the preparation of presentations, if any, to the Shareholders regarding the Arrangement. A Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its best efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review or comment on the disclosure (other than with respect to confidential information contained therein). The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or their counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. Notwithstanding the foregoing, a Party (i) may make internal announcements to employees and have discussions with its shareholders, financial analysts and other stakeholders relating to this Agreement or the transactions contemplated hereby, and (ii) may make public announcements in the Ordinary Course that do not relate specifically to this Agreement or the Arrangement, provided that, in each case, such announcements or discussions, as applicable, are not inconsistent with the most recent press release, public statement or disclosure made by the Company or the Parent that were approved by the Parties prior to filing or release, as applicable.
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| Section 4.10 | Notice and Cure Provision |
| (1) | Each Party shall promptly notify the other Parties of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: |
| (a) | cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or |
| (b) | result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement. |
| (2) | Notification provided under Section 4.10(1) will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. |
| (3) | The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless the Party seeking to terminate this Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the Party in alleged breach (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (with any wilful breach being deemed to be incurable), the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) if such matter has not been cured by the date that is 30 days following receipt of such Termination Notice by the Breaching Party, such date. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting or the making of the application for the Final Order, unless the Parties agree otherwise, the Company shall postpone or adjourn the Company Meeting or delay making the application for the Final Order, or both, to the earlier of (x) ten (10) Business Days prior to the Outside Date and (y) the date that is 30 days following receipt of such Termination Notice by the Breaching Party (notwithstanding any other provision contained herein). |
| Section 4.11 | Insurance and Indemnification |
| (1) | Prior to the Effective Date, notwithstanding any other provision hereof, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection for a period of six (6) years from the Effective Date with respect to claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and that the aggregate cost of such policies shall not exceed 300% of the Company’s current annual aggregate premium. |
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| (2) | The Purchaser shall, from and after the Effective Time, to the extent permitted by Law, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries (together with their respective heirs, executors or administrators) to the extent that they are disclosed in the Data Room or contained in the constating documents of the Company and its Subsidiaries, and acknowledges that such rights, to the extent that they are disclosed in the Data Room or contained in the constating documents of the Company and its Subsidiaries, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms, to the extent permitted by Law, with respect to actions or omissions of such employees, officers and directors occurring prior to the Effective Date, for a period of not less than six (6) years from the Effective Date. |
| Section 4.12 | Employee Matters |
| (1) | The Parties acknowledge that the Arrangement will result in a “change of control” of the Company and that the Company or a Subsidiary of the Company, as applicable, shall terminate the employment or engagement of those individuals listed in Section 4.12(1) of the Company Disclosure Letter (such termination to be effective as of, and conditional upon the occurrence of, the Effective Time). In connection with such termination, the Company shall (a) make all payments described in Section 4.12(1) of the Company Disclosure Letter in a lump sum (less applicable withholdings) to each applicable individual at the closing of the Arrangement as contemplated by Section 2.7(2), together with all salary, bonus, vacation pay or other payments payable to each such individual that have accrued but are unpaid as of the Effective Time pursuant to written employment agreements and Employee Plans in effect as of the date hereof (but only insofar as the Effective Time occurs other than at the end of a regular pay period of the Company or any of its Subsidiaries, as applicable), and (b) use commercially reasonable efforts to enter into a mutual release in a form satisfactory to the applicable individual and the Purchaser, each acting reasonably. |
| (2) | The Parties agree that prior to the Effective Time they will use best efforts to come to a mutually agreeable determination regarding the continued employment or engagement of all such Company Employees and independent contractors listed in Section 4.12(2) of the Company Disclosure Letter, or the termination thereof. The Parties acknowledge that the Arrangement will result in a “change of control” of the Company and that (i) notwithstanding any continued employment or engagement of such individuals following the Effective Time, the Company or a Subsidiary of the Company, as applicable, shall make all payments in respect of Incentive Securities described in Section 4.12(2) of the Company Disclosure Letter in a lump sum (less applicable withholdings) to each applicable individual at the closing of the Arrangement as contemplated by Section 2.7(2), (ii) if the Parties determine that the employment or engagement of any such individual is to be terminated on or prior to the Effective Time, the Company or a Subsidiary of the Company, as applicable, shall pay the severance payments described in Section 4.12(2) of the Company Disclosure Letter in a lump sum (less applicable withholdings), together with all salary, bonus, vacation pay or other payments payable to each such individual that have accrued but are unpaid as of the date of termination pursuant to written employment agreements and Employee Plans in effect as of the date hereof (but only insofar as the Effective Time occurs other than at the end of a regular pay period of the Company or any of its Subsidiaries, as applicable) at the closing of the Arrangement as contemplated by Section 2.7(2), and (iii) if the employment or engagement of any such individual is terminated on or within the twelve (12) months following the Effective Date, the Company (or the Parent or one of its Subsidiaries if the Company is no longer in existence at the relevant time) shall pay on or prior to the date of such termination to each such individual the severance payments described in Section 4.12(2) of the Company Disclosure Letter in a lump sum (less applicable withholdings), together with all salary, bonus, vacation pay or other payments payable to each such individual that have accrued but are unpaid as of the date of termination pursuant to written employment agreements and Employee Plans in effect as of the date hereof (but only insofar as the Effective Time occurs other than at the end of a regular pay period of the Company or any of its Subsidiaries, as applicable). |
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| (3) | The Purchaser shall, from and after the Effective Time, cause the Company and its Subsidiaries to pay, discharge, perform, and satisfy all liabilities and obligations relating to Company Employees, former employees, directors, officers, consultants, independent contractors, Employee Plans, Incentive Securities, payroll Taxes, workers’ compensation, occupational health and safety, human rights, employment standards, labour relations, and employment or service agreements, whether arising before, on, or after the Effective Time. |
| Section 4.13 | Stock Exchange Delisting |
To the extent requested by the Purchaser, prior to the Effective Time, the Company shall cooperate with the Purchaser and use its commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws to enable the delisting by the Company of the Common Shares from the TSX as promptly as practicable after the Effective Time.
Article 5
ADDITIONAL COVENANTS REGARDING NON-SOLICITATION
| Section 5.1 | Non-Solicitation |
| (1) | Except as otherwise provided in this Article 5, the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly, through any officer, director, employee, consultant, independent contractor, representative (including any financial or other advisor) or agent of the Company or of any of its Subsidiaries (collectively “Representatives”), and shall not permit any such Person to: |
| (a) | solicit, initiate, knowingly assist or encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries) any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal; |
| (b) | enter into or otherwise engage or participate in any substantive discussions or negotiations with any Person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that the Company may: (i) advise any Person of the restrictions of this Agreement; (ii) communicate with any Person making such inquiry, proposal or offer and its advisors to clarify the terms of any such inquiry, proposal or offer; and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; |
| (c) | make a Change in Recommendation; or |
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| (d) | accept or enter into or publicly propose to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal other than as permitted in this Article 5, including by entering into a confidentiality agreement pursuant to Section 5.3. |
| (2) | The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussions, negotiations or other similar activities commenced prior to the date of this Agreement with any Person (other than the Purchaser and its affiliates) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall: |
| (a) | promptly discontinue access to and disclosure of all information, including the Data Room and any confidential information, properties, facilities, books and records of the Company or any of its Subsidiaries; and |
| (b) | within five (5) Business Days after the date hereof, to the extent the Company or any of its Subsidiaries is entitled to do so, request, and exercise all rights it has to require, (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any Person (other than the Purchaser, its affiliates or any of their Representatives), and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with. |
| (3) | The Company represents and warrants that, since October 1, 2025, the Company has not waived any confidentiality, standstill, use of information, permitted purpose or similar restriction or covenant contained in a confidentiality or similar agreement which is currently in force to which the Company or any of its Subsidiaries is a party with any Person (other than the Parent or its affiliates), and covenants and agrees that (i) the Company shall use commercially reasonable efforts to take all necessary action to enforce each such confidentiality, standstill, use of information, permitted purpose or similar restriction or covenant contained in a confidentiality or similar agreement which is currently in force to which the Company or any of its Subsidiaries is a party, and (ii) neither the Company, nor any of its Subsidiaries nor any of their respective Representatives will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill, use of information, permitted purpose or similar restriction or covenant contained in a confidentiality or similar agreement which is currently in force to which the Company or any of its Subsidiaries is a party (it being acknowledged by the Purchaser that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 5.1(3)). |
| Section 5.2 | Notification of Acquisition Proposals |
If the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries, including information, access or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its Subsidiaries, the Company shall promptly notify the Purchaser, at first orally, and then within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all written documents and material correspondence in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser fully informed on a current basis of the status of material developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.
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| Section 5.3 | Responding to an Acquisition Proposal |
| (1) | Notwithstanding Section 5.1, if, at any time prior to obtaining the approval by the Securityholders of the Arrangement Resolution, the Company receives a written Acquisition Proposal that did not result from a material breach of Section 5.1, the Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if: |
| (a) | the Board first determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, and has provided the Purchaser with written confirmation thereof; |
| (b) | such Person was not restricted from making such Acquisition Proposal pursuant to an existing agreement containing confidentiality, standstill, non-disclosure, use of information, permitted purpose or similar restriction or covenants (it being acknowledged by the Purchaser that the automatic termination or automatic release, in each case pursuant to the terms thereof, of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 5.3(1)); |
| (c) | prior to providing any such copies, access, or disclosure, the Company enters into an Acceptable Confidentiality Agreement with such Person and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to the Purchaser; and |
| (d) | the Company provides the Purchaser with: |
| (i) | prior written notice stating the Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; and |
| (ii) | prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the Acceptable Confidentiality Agreement referred to in Section 5.3(1)(c). |
| (2) | Nothing contained in this Agreement shall prohibit the Board from making disclosure to Securityholders as required by applicable Laws in response to an Acquisition Proposal or otherwise (including by responding to an Acquisition Proposal in a directors’ circular), provided that, notwithstanding that the Board or the Company shall be permitted to make such disclosure, neither the Board or any committee thereof shall be permitted to make a Change in Recommendation in response to an Acquisition Proposal other than as permitted by Section 5.4(1). In addition, nothing contained in this Agreement shall prevent the Company or the Board from calling and holding a meeting of Shareholders requisitioned by such Shareholders in accordance with the BCBCA or ordered to be held by a court in accordance with applicable Laws that was not solicited, supported or encouraged by the Company or any of its Representatives. |
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| Section 5.4 | Right to Match |
| (1) | If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Securityholders, the Board may make a Change in Recommendation and/or enter into a definitive agreement with respect to such Acquisition Proposal, if and only if: |
| (a) | the Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to confidentiality, standstill, use of information, permitted purpose or similar restriction or covenant in an existing confidentiality or similar agreement; |
| (b) | the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; |
| (c) | the Company has delivered to the Purchaser written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to make a Change in Recommendation and/or enter into such definitive agreement, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the “Superior Proposal Notice”); |
| (d) | the Company has provided the Purchaser a copy of the proposed definitive agreement for such Acquisition Proposal and all supporting materials, including any financing documents supplied to the Company in connection therewith (subject to customary confidentiality provisions); |
| (e) | five (5) Business Days (the “Matching Period”) have elapsed from the date that is the later of (i) the date on which the Purchaser received the Superior Proposal Notice and (ii) the date on which the Purchaser received all of the materials set forth in Section 5.4(1)(d); |
| (f) | during any Matching Period, the Purchaser has had the right (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; |
| (g) | if the Purchaser has offered to amend this Agreement and the Arrangement under Section 5.4(2), the Board has determined in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that (i) such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2), and (ii) failure to take such action would be inconsistent with the fiduciary duties of such directors under applicable Law; and |
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| (h) | prior to or concurrently with entering into such definitive agreement with respect to such Acquisition Proposal (as applicable), the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Termination Fee pursuant to Section 8.2. |
| (2) | During the Matching Period, or such longer period as the Company may approve in writing for such purpose: |
| (a) | the Purchaser shall have the right (but not the obligation) to offer to amend this Agreement and the Plan of Arrangement; |
| (b) | the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms; |
| (c) | the Board shall review any offer made by the Purchaser under Section 5.4(1)(f) and Section 5.4(2)(a) to amend the terms of this Agreement and the Plan of Arrangement in good faith in order to determine, after consultation with the Company’s financial advisors and outside legal counsel, whether such offer made by the Purchaser would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and |
| (d) | if the Board determines that such Acquisition Proposal would cease to be a Superior Proposal following the offer made by the Purchaser, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall negotiate in good faith to amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. |
| (3) | Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration to be received by the Securityholders shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser shall, notwithstanding Section 5.4(1)(e), be afforded a three Business Day Matching Period from the later of (i) the date on which the Purchaser received the new Superior Proposal Notice and (ii) the date on which the Purchaser received all of the material set forth in Section 5.4(1)(d) for the new Superior Proposal from the Company. |
| (4) | The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or publicly disclosed, or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel and financial advisors with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its legal counsels and financial advisors. |
| (5) | If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than seven (7) Business Days prior to the scheduled date of the Company Meeting, the Company shall be entitled to, and the Purchaser and the Parent shall be entitled to require the Company to, adjourn or postpone the Company Meeting to a date that is not more than 15 Business Days after the scheduled date of the Company Meeting but in any event the Company Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date. |
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| Section 5.5 | Breach by Subsidiaries and Representatives |
Without limiting the generality of the other provisions of this Article 5, the Company shall advise its Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by the Company, its Subsidiaries or their respective Representatives is deemed to be a breach of this Article 5 by the Company.
Article 6
CONDITIONS
| Section 6.1 | Mutual Conditions Precedent |
The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Date, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:
| (a) | Arrangement Resolution. The Required Approval of the Arrangement Resolution has been obtained at the Company Meeting in accordance with the Interim Order. |
| (b) | Interim and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise. |
| (c) | Illegality. No Law is in effect (whether temporary, preliminary or permanent) that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company, SpinCo, the Parent or the Purchaser from consummating the Arrangement. |
| (d) | Free-Trading Shares. The SpinCo Shares to be issued pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the 1933 Act pursuant to the exemption therefrom under section 3(a)(10) of the 1933 Act and such SpinCo Shares shall not be “restricted securities” within the meaning of Rule 144 under the 1933 Act and subject only to restrictions on transfer applicable solely as a result of the holder being, or within the last 90 days having been, an affiliate (as defined in Rule 144 under the 1933 Act) of the Company or except as disclosed in the Company Circular, and (ii) the distribution of the SpinCo Shares shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Canadian Securities Law and, except with respect to Persons deemed to be “control persons” or the equivalent under applicable Canadian Securities Law, shall not be subject to resale restrictions under applicable Canadian Securities Law. |
| Section 6.2 | Additional Conditions Precedent to the Obligations of the Purchaser |
The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Date, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:
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| (a) | Representations and Warranties. (i) The representations and warranties of the Company set forth in (1) [Organization and Powers], (2) [Authority Relative to this Agreement], (5) [Authorized and Issued Capital], (25)(ii), (25)(xvi)(A), (B) [Title to Project Real Property] and (41) [Financial Advisors or Brokers] of Schedule C shall be true and correct in all respects as of the date of this Agreement and as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date), except for de minimis inaccuracies and inaccuracies as a result of transactions, changes, conditions, events or circumstances expressly permitted hereunder or consented to in writing by the Purchaser; (ii) the representations and warranties of the Company set forth in (25)(xvi)(C) [Title to Project Real Property] and (26) [Maintenance of Project Real Property] of Schedule C shall be true and correct in all material respects (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the date of this Agreement and as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date and except for inaccuracies as a result of transactions, changes, conditions, events or circumstances expressly permitted hereunder or consented to in writing by the Purchaser); and (iii) all other representations and warranties of the Company in Schedule C shall be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the date of this Agreement and as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date), except for inaccuracies as a result of transactions, changes, conditions, events or circumstances expressly permitted hereunder or consented to in writing by the Purchaser and except to the extent that the failure or failures of such representations and warranties to be so true and correct individually or in the aggregate would not have a Material Adverse Effect, and the Company has delivered a certificate confirming the same to the Purchaser, executed by two (2) senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date. |
| (b) | Performance of Covenants. The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming the same to the Purchaser, executed by two (2) senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date. |
| (c) | Deposit. The Company has complied with its obligations under Section 2.8 and the Depositary has confirmed to the Purchaser in writing the receipt of such SpinCo Shares. |
| (d) | Dissent Rights. Dissent Rights shall not have been validly exercised (and not withdrawn) with respect to more than 10% of the issued and outstanding Common Shares. |
| (e) | No Material Adverse Effect. No Material Adverse Effect in respect of the Company shall have occurred. |
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| Section 6.3 | Additional Conditions Precedent to the Obligations of the Company |
The Company is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Date, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:
| (a) | Representations and Warranties. (i) The representations and warranties of the Purchaser and the Parent set forth in (1) [Organization and Powers], (2) [Authority Relative to this Agreement], and (5) [Sufficient Funds] of Schedule D shall be true and correct in all respects as of the date of this Agreement and as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date), except for de minimis errors; and (ii) all other representations and warranties of the Purchaser and the Parent in Schedule D shall be true and correct (disregarding for this purpose all materiality qualifications contained therein) as of the date of this Agreement and as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impede or delay the completion of the Arrangement, and each of the Purchaser and the Parent has delivered a certificate confirming the same to the Company, executed by two (2) senior officers of the Purchaser and the Parent, respectively (in each case without personal liability), addressed to the Company and dated the Effective Date. |
| (b) | Performance of Covenants. Each of the Purchaser and the Parent has fulfilled or complied in all material respects with each of the covenants of the Purchaser and the Parent, respectively, contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, except where the failure to comply with such covenants, individually or in the aggregate, would not materially impede or delay the completion of the Arrangement, and has delivered a certificate confirming the same to the Company, executed by two (2) senior officers of each of the Purchaser and the Parent (in each case without personal liability) addressed to the Company and dated the Effective Date. |
| (c) | Payment of Consideration. The Purchaser has complied with its obligations under Section 2.8 and the Depositary has confirmed to the Company in writing the receipt of the funds required to be deposited with the Depositary thereunder. |
| Section 6.4 | Satisfaction of Conditions |
The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released at the Effective Time.
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Article 7
TERM AND TERMINATION
| Section 7.1 | Term |
This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.
| Section 7.2 | Termination |
| (1) | This Agreement may be terminated prior to the Effective Time by: |
| (a) | the mutual written agreement of the Parties; or |
| (b) | either the Company or the Purchaser if: |
| (i) | the Company Meeting is duly convened and held and the Required Approval is not obtained at the Company Meeting in accordance with the Interim Order; provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(i) if the failure to obtain the Required Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; |
| (ii) | after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Company, SpinCo, the Parent or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to or a result of a breach by such Party of any of its representations or warranties, or the failure of such Party to perform any of its covenants or agreements, under this Agreement; or |
| (iii) | the Effective Time does not occur on or prior to the Outside Date; provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or |
| (c) | the Company if: |
| (i) | a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser or the Parent under this Agreement occurs that would cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date in accordance with the terms of Section 4.10(3); provided that the Company is not then in breach of this Agreement so as to cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied; or |
| (ii) | prior to obtaining the Required Approval, the Board authorizes the Company to enter into a written agreement (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided the Company is then in compliance with Article 5 in all material respects and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 8.2; or |
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| (d) | the Purchaser if: |
| (i) | a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 4.10(3); provided that the Purchaser is not then in breach of this Agreement so as to cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied; |
| (ii) | prior to obtaining the Required Approval, the Board or a committee of the Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, publicly proposes or states its intention to do so in each case in a manner that is adverse to the Purchaser, or fails to publicly reaffirm (without qualification) within two (2) Business Days after having been requested in writing by the Purchaser to do so, the Board Recommendation, takes no position or a neutral position with respect to an Acquisition Proposal for more than five (5) Business Days after an Acquisition Proposal has been publicly announced or otherwise publicly disclosed (or in the event that the Company Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the Company Meeting), or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal (any of the foregoing, a “Change in Recommendation”), or the Company breaches Article 5 in any material respect; or |
| (iii) | there has occurred a Material Adverse Effect. |
| (2) | The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)(a)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination rights. |
| Section 7.3 | Effect of Termination/Survival |
If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder or Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 4.11 shall survive for a period of six (6) years following such termination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.13 shall survive indefinitely following such termination, and provided further that, except as set forth in Section 8.2(5), no Party shall be relieved of any liability for fraud or any wilful breach by it of this Agreement.
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Article 8
GENERAL PROVISIONS
| Section 8.1 | Amendments |
| (1) | This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the Securityholders, and any such amendment may, without limitation: |
| (a) | change the time for performance of any of the obligations or acts of the Parties; |
| (b) | modify, or waive any inaccuracies with respect to, any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement; |
| (c) | modify or waive compliance with any of the covenants contained in this Agreement and modify or waive performance of any of the obligations of the Parties; and/or |
| (d) | modify or waive compliance with any conditions contained in this Agreement, |
provided, however, that no such amendment may reduce or materially affect the Consideration under the Arrangement without Securityholder approval at the Company Meeting or, following the Company Meeting, without Securityholder approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.
| (2) | Notwithstanding the foregoing, the Plan of Arrangement may only be supplemented or amended in accordance with the provisions thereof. |
| Section 8.2 | Termination Fees and Expenses |
| (1) | Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company shall pay to the Parent the Termination Fee in accordance with Section 8.2(3) in consideration for the disposition by the Parent of its rights under this Agreement. |
| (2) | For the purposes of this Agreement, “Termination Fee” means $18,000,000, and “Termination Fee Event” means the termination of this Agreement: |
| (a) | by the Purchaser, pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation]; |
| (b) | by the Company, pursuant to Section 7.2(1)(c)(ii) [Superior Proposal]; |
| (c) | pursuant to any Subsection of Section 7.2(1) if at such time the Purchaser is entitled to terminate this Agreement pursuant to Section 7.2(1)(d)(ii) due to a Change in Recommendation [Change in Recommendation]; or |
| (d) | by the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) [Arrangement Resolution Not Approved] or Section 7.2(1)(b)(iii) [Outside Date] or by the Purchaser pursuant to Section 7.2(1)(d)(i) [Breach of Representation or Warranty or Failure to Perform Covenant] (due, in the case of a termination by the Purchaser pursuant to Section 7.2(1)(d)(i) [Breach of Representation or Warranty or Failure to Perform Covenant] only, to any wilful breach or fraud by the Company), if, prior to such termination: |
| (i) | an Acquisition Proposal has been publicly announced or otherwise publicly disclosed by any Person other than the Purchaser, the Parent or any of its affiliates or any Person (other than the Purchaser, the Parent or any of its affiliates) has publicly announced an intention to do so, and such Acquisition Proposal has not expired or been publicly withdrawn prior to the Company Meeting; and |
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| (ii) | within 365 days following the date of such termination, (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated or effected, or (B) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not within 365 days after such termination). |
For purposes of this Section 8.2(2)(d), the term “Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1, except that all references to “20% or more” shall be deemed to be references to “50% or more”.
| (3) | The Termination Fee shall be paid by the Company to the Parent as follows, by wire transfer of immediately available funds, if a Termination Fee Event occurs due to: |
| (a) | a termination of this Agreement described in Section 8.2(2)(a), within two (2) Business Days following the occurrence of such Termination Fee Event; |
| (b) | a termination of this Agreement described in Section 8.2(2)(b), prior to or simultaneously with the occurrence of such Termination Fee Event; and |
| (c) | a termination of this Agreement described in Section 8.2(2)(d), prior to or simultaneously with the consummation of the Acquisition Proposal referred to in Section 8.2(2)(d). |
| (4) | Any Termination Fee shall be paid by the Company to the Parent (or as the Parent may direct by notice in writing), by wire transfer of immediately available funds to an account designated by the Parent. If the Company does not have sufficient financial resources to pay the Termination Fee, then it shall be a condition of any alternative Acquisition Proposal which is a share or asset acquisition where the Company has entered into any agreement to support such share acquisition or to transfer such assets, as applicable, that the Person making such proposal or acquisition, as applicable, shall advance or otherwise provide to the Company sufficient cash for the Company to pay the Termination Fee, which amount shall be so advanced or provided prior to the date on which the Company is required to pay the Termination Fee. For greater certainty, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion. |
| (5) | Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement. Accordingly, if the Company fails to timely pay when required to be paid any amount due pursuant to this Section 8.2 and, in order to obtain the payment, the Parent commences a suit which results in a final and non-appealable judgment against the Company for the payment set forth in this Section 8.2, the Company shall pay the Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such suit. Each Party acknowledges that the amounts set out in this Section 8.2 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damage, and out of pocket expenditures, which the Parent and the Purchaser will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. The Company irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. The Purchaser and the Parent agree that the payment of an amount pursuant to this Section 8.2 in the manner provided herein is the sole and exclusive remedy of the Purchaser and the Parent in respect of the event giving rise to such payment, and where such payment has been paid in full by the Company, the Purchaser and the Parent shall not seek, and shall be precluded from, any other remedy of any kind whatsoever against the Company, its affiliates and their respective directors, officers and securityholders, at law or in equity or otherwise, and none of the Company, its affiliates and their respective directors, officers and securityholders shall have any further liability under this Agreement; provided, however, that nothing contained in this Section 8.2, and no payment of any such amount, shall relieve or have the effect of relieving the Company in any way from liability for damages incurred or suffered by the Purchaser or the Parent as a result of fraud by the Company. |
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| (6) | Except as expressly provided in this Agreement, all out-of-pocket third-party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement, including all costs, expenses and fees of the Company incurred prior to or after the Effective Date in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses. Any governmental filing fees incurred in connection with the Regulatory Approvals shall be split equally by the Parent and the Company. |
| Section 8.3 | Notices |
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email and addressed:
| (a) | if to the Purchaser or the Parent: |
c/o SSR Mining Inc.
6900 E. Layton Avenue
Suite 1330
Denver, Colorado 80237
| Attention: | Eric Gunning, General Counsel | |
| Email: | [Redacted – Personal Information] |
and with a copy to (which shall not constitute notice):
Stikeman Elliott LLP
199 Bay Street
Suite 5300, Commerce Court West
Toronto, Ontario M5L 1B9
| Attention: | D’Arcy Nordick and Steven D. Bennett | |
| Email: | [Redacted – Personal Information] and [Redacted – Personal Information] |
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| (b) | if to the Company: |
Roxmore Resources Inc.
1075 West Georgia Street
Suite 1504
Vancouver, British Columbia V6E 3C9
| Attention: | John Dorward | |
| Email: | [Redacted – Personal Information] |
with a copy to (which shall not constitute notice):
Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, Ontario M5V 3J7
| Attention: | Melanie Shishler and Andrew Mihalik | |
| Email: | [Redacted – Personal Information] and [Redacted – Personal Information] |
Any notice or other communication is deemed to be given and received (i) if sent by personal delivery, email or same-day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.
| Section 8.4 | Injunctive Relief |
| (1) | The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief (including specific performance) to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity, and the Parties agree not to take any contrary position in any litigation concerning this Agreement. Each Party acknowledges that the agreements contained in this Section 8.4 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement. |
| (2) | Each Party hereby agrees not to raise any objections to the availability of the equitable remedies provided for herein and the Parties further agree that (i) by seeking the remedies provided for in this Section 8.4, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement (including any monetary damages, provided that under no circumstances will a Party be entitled to both a grant of specific performance or other equitable remedies provided for in this Section 8.4 and any monetary damages), and (ii) nothing set forth in this Section 8.4 shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 8.4 prior or as a condition to exercising any termination right under this Agreement (and/or receipt of any amounts due in connection with such termination), nor shall the commencement of any legal action or legal proceeding pursuant to this Section 8.4 or anything set forth in this Section 8.4 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms hereof, or pursue any other remedies under this Agreement that may be available then or thereafter. |
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| Section 8.5 | Third-Party Beneficiaries |
| (1) | Except as provided in Section 4.11 and Section 4.12 which, without limiting their respective terms, are intended as stipulation for the benefit of the third Persons mentioned in such sections (such third Persons referred to in this Section 8.5 as the “Indemnified Persons”) and except for the rights of the Securityholders to receive the applicable consideration following the Effective Time pursuant to the Arrangement (for which purpose the Company hereby confirms that it is acting as agent on behalf of the Securityholders), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties, and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. |
| (2) | Despite Section 8.5(1), the Purchaser acknowledges to each of the Indemnified Persons their direct rights against it under Section 4.11 and Section 4.12 of this Agreement, as applicable, which (i) are intended for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives, and for such purpose, the Company confirms that it is acting as agent and trustee on their behalf, and agrees to enforce such provisions on their behalf, and (ii) shall not be deemed exclusive of any other rights to which an Indemnified Person has under Law, Contract or otherwise, and shall be binding on the Purchaser, the Company and any of their successors. |
| Section 8.6 | Waiver |
No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.
| Section 8.7 | Entire Agreement |
This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement (whether written or oral), except as specifically set forth in this Agreement and the Confidentiality Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. In furtherance of the foregoing, each of the Purchaser and the Parent acknowledges that neither the Company nor any other Person makes or has made any representation or warranty to the Purchaser, the Parent or any of their representatives with respect to any financial or technical projection, forecast, guidance, budget or other prospective information relating to the Company or any of its Subsidiaries or their respective businesses or operations, except as specifically set forth in this Agreement.
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| Section 8.8 | Successors and Assigns |
| (1) | This Agreement becomes effective only when executed by the Company, the Purchaser and the Parent. After that time, it will be binding upon and enure to the benefit of the Company, the Purchaser, the Parent and their respective successors and permitted assigns. |
| (2) | Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Parties; provided that the Purchaser may assign all or part of its right under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates; provided that if such assignment and/or assumption takes place, the Purchaser shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder. |
| Section 8.9 | Severability |
If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
| Section 8.10 | Governing Law; Attornment |
| (1) | This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. |
| (2) | Each Party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. |
| Section 8.11 | Rules of Construction |
The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.
| Section 8.12 | No Liability |
No director, officer or employee of the Purchaser or the Parent shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser or the Parent. No director, officer or employee of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser or the Parent under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company or any of its Subsidiaries.
| Section 8.13 | Counterparts |
This Agreement may be executed in any number of counterparts (including counterparts by facsimile or electronic transmission or any form of electronic communication) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or executed electronic copy of this Agreement, and such facsimile or executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.
[Signature page follows. Remainder of page intentionally left blank]
IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.
| 1611454 B.C. UNLIMITED LIABILITY COMPANY | ||
| By: | /s/ Greg Jones | |
| Greg Jones | ||
| Authorized Signing Officer | ||
| SSR MINING INC. | ||
| By: | /s/ F. Edward Farid | |
| F. Edward Farid | ||
| Authorized Signing Officer | ||
| ROXMORE RESOURCES INC. | ||
| By: | /s/ John Dorward | |
| John Dorward | ||
| Authorized Signing Officer | ||
Schedule
A
PLAN OF ARRANGEMENT
PLAN OF ARRANGEMENT
UNDER SECTION 288 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)
[See attached]
“A” - 1
PLAN OF ARRANGEMENT
UNDER
DIVISION 5 OF PART 9 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)
Article 1
Interpretation
| 1.1 | Definitions |
In this Plan of Arrangement, any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:
“Adjustment Amount” has the meaning specified in Section 2.6;
“Affected Securityholders” means, collectively, the Shareholders, the Warrantholders and the holders of Incentive Securities;
“Arrangement” means the arrangement under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or Article 5 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;
“Arrangement Agreement” means the arrangement agreement dated as of October 13, 2026 among the Purchaser, the Parent and the Company, together with the schedules attached thereto and the Company Disclosure Letter, as amended, supplemented or restated in accordance with its terms prior to the Effective Date, providing for, among other things, the Arrangement;
“Arrangement Resolution” means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting;
“BCBCA” means the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57;
“Business Day” means any day of the year, other than a Saturday, Sunday or any other day on which major banks are authorized or required by applicable Law to be closed for business in Vancouver, British Columbia or Toronto, Ontario;
“Cancelled Option” means an Option that is not a Cash-Out Option;
“Cancelled Warrant” means a Warrant that is not a Cash-Out Warrant;
“Cash Consideration” means $6.75 in cash per Common Share, without interest, as adjusted pursuant to Section 2.6;
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“Cash-Out Option” means an Option (other than an Exercised Option) in respect of which the exercise price payable under such Option by the holder thereof to acquire each Common Share underlying such Option is less than the Cash Consideration;
“Cash-Out Warrant” means a Warrant in respect of which the exercise price payable under such Warrant by the holder thereof to acquire each Common Share underlying such Warrant is less than the Cash Consideration;
“Class A Shares” means the Class A shares in the authorized share structure of the Company to be created and issued pursuant to Section 2.4(h);
“Common Shares” means the common shares in the authorized share structure of the Company or, following completion of Section 2.4(i), the common shares or Class A Shares in the capital of the Company, as the context requires, and includes, for greater certainty, any common shares issued upon the valid exercise of Options or Warrants or the settlement of RSUs or DSUs prior to the Effective Time;
“Company” means Roxmore Resources Inc., a corporation existing under the laws of the Province of British Columbia;
“Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, sent to the Securityholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement;
“Company Meeting” means the special meeting of Securityholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser;
“Consideration” means the consideration to be received by Securityholders (other than Dissenting Shareholders) pursuant to this Plan of Arrangement consisting, in respect of each Common Share that is issued and outstanding immediately prior to the Effective Time, of: (i) the Cash Consideration and (ii) the SpinCo Share Consideration;
“Court” means the Supreme Court of British Columbia;
“Depositary” means Odyssey Trust Company or such other trust company, bank or other financial institution agreed to in writing by each of the Parties to act as depositary in relation to the Arrangement;
“Dissent Rights” has the meaning specified in Section 3.1;
“Dissenting Shareholder” means a registered holder of Common Shares who has validly exercised its Dissent Rights in accordance with the Interim Order and Section 3.1 and who, as of the Effective Time, has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which such Dissent Rights are validly exercised by such holder;
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“Dissenting Share” means a Common Share in respect of which Dissent Rights have been validly exercised and not withdrawn by a Dissenting Shareholder;
“DSUs” means the outstanding deferred share units issued under the Equity Incentive Plan;
“Effective Date” means the date upon which the Arrangement becomes effective, as set out in section 2.7(1) of the Arrangement Agreement;
“Effective Time” means 12:01 a.m. on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;
“Equity Incentive Plan” means the omnibus equity incentive plan of the Company approved by Shareholders on November 14, 2025;
“Exercised Option” means an Option for which an Optionholder has, not later than five (5) Business Days prior to the Effective Time, (i) executed and delivered to the Company an applicable exercise form, (ii) paid to the Company the aggregate exercise price payable under such Option, and (iii) paid to the Company all withholding taxes and any other applicable source deductions that will arise in respect of the exercise of such Option, but excluding for greater certainty an Option for which a Common Share has been issued to its Optionholder prior to the Effective Time;
“Exercised Option Shares” has the meaning specified in Section 2.4(e);
“Final Order” means the final order of the Court pursuant to section 291 of the BCBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably);
“Funding Loan” means a non-interest bearing demand loan from the Purchaser to the Company in an amount equal to the amount requested by the Company pursuant to section 2.8 of the Arrangement Agreement;
“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, county, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any statutory, regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange;
“Incentive Securities” means, collectively, the Options, the RSUs and the DSUs;
“Initial SpinCo Share” means the one SpinCo Share issued to the Company on the incorporation of SpinCo;
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“Interim Order” means the interim order of the Court pursuant to section 291 of the BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended, modified, supplemented or varied by the Court with the consent of the Company and the Purchaser, each acting reasonably;
“Legacy RSU Plan” means the restricted share unit plan of the Company dated effective July 12, 2018, as amended on June 15, 2022 and August 7, 2025;
“Legacy Stock Option Plan” means the incentive stock option plan of the Company dated effective October 29, 2013;
“Letter of Transmittal” means the letter of transmittal for use by the Shareholders, in the form accompanying the Company Circular;
“Lien” means any mortgage, charge, pledge, hypothec, security interest, lease, sublease, royalty, statutory or deemed trust, prior claim, option, encroachment, right of first refusal or first offer, occupancy right, lien (statutory or otherwise) or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;
“Optionholders” means the holders of Options;
“Options” means the options to purchase Common Shares granted under the Equity Incentive Plan or the Legacy Stock Option Plan;
“Parent” means SSR Mining Inc., a corporation existing under the laws of the Province of British Columbia;
“Person” includes any individual, sole proprietorship, corporation, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, incorporated or unincorporated association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including any Governmental Entity), syndicate or other entity, whether or not having legal status;
“Plan of Arrangement” means this plan of arrangement and any amendments or variations hereto made in accordance with the Arrangement Agreement and Article 5 hereof or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;
“Purchaser” means 1611454 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of the Parent;
“RSUs” means the outstanding restricted share units issued under the Equity Incentive Plan or the Legacy RSU Plan;
“Shareholders” means the registered and/or beneficial holders of Common Shares, as the context requires;
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“SpinCo” means RoxOn Resources Inc., a corporation existing under the laws of the Province of Ontario;
“SpinCo Assets” has the meaning ascribed thereto in the SpinCo Contribution Agreement;
“SpinCo Contribution Agreement” means the agreement of purchase and sale to be entered into between the Company and SpinCo in accordance with section 4.3 of the Arrangement Agreement, substantially in the form attached as Schedule E to the Arrangement Agreement, concerning the transfer of the SpinCo Assets to, and the assumption of the SpinCo Liabilities by, SpinCo in connection with the Arrangement;
“SpinCo Liabilities” has the meaning ascribed thereto in the SpinCo Contribution Agreement;
“SpinCo Reorganization” means the reorganization described in Section 1.1 of the Company Disclosure Letter;
“SpinCo Retained Percentage” means 14.99%;
“SpinCo Share Consideration” means 0.33 of a SpinCo Share per Common Share;
“SpinCo Share Delivery Note” has the meaning specified in Section 2.4(g);
“SpinCo Shares” means the common shares in the capital of SpinCo;
“Tax Act” means the Income Tax Act (Canada), as amended;
“Warrant Instruments” means the certificates governing the terms and conditions of the Warrants, as applicable;
“Warrantholders” means the holders of Warrants; and
“Warrants” means the warrants to purchase Common Shares granted under the Warrant Instruments.
| 1.2 | Sections and Headings |
The division of this Plan of Arrangement into sections and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to a section or a schedule refers to the specified section of or schedule to this Plan of Arrangement.
| 1.3 | Number and Gender |
In this Plan of Arrangement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, and words importing the use of any gender shall include all genders.
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| 1.4 | Date for any Action |
If the date on which any action is required to be taken hereunder by any Person is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.
| 1.5 | Time |
Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in any Letter of Transmittal are local time (Vancouver, British Columbia) unless otherwise stipulated herein or therein. A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day.
| 1.6 | Statutory Reference |
Any reference in this Plan of Arrangement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.
| 1.7 | Certain Phrases, etc. |
The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation”, (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”, and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.
| 1.8 | Currency |
Unless otherwise stated, all references in this Plan of Arrangement to amounts of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.
| 1.9 | Exhibits |
Exhibit A – Rights, Privileges, Restrictions
and Conditions of the
Class A Shares of the Company is attached to this Plan of Arrangement and is incorporated in and forms part hereof.
Article 2
arrangement
| 2.1 | Arrangement Agreement |
This Plan of Arrangement is made pursuant to the provisions of the Arrangement Agreement and constitutes an arrangement as referred to in section 288 of the BCBCA.
| 2.2 | Binding Effect |
This Plan of Arrangement and the Arrangement become effective at, and will be binding at and after, the Effective Time on the Company, the Purchaser, the Parent, SpinCo, all Shareholders (including Dissenting Shareholders), all holders of Incentive Securities, all Warrantholders, the registrar and transfer agent of the Company, the Depositary and all other Persons, without any further act or formality required on the part of any Person, except as expressly provided in the BCBCA or this Plan of Arrangement.
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| 2.3 | Preliminary Steps Prior to the Arrangement |
As of the moment in time immediately prior to the Effective Time on the Effective Date:
| (a) | the Company and SpinCo shall have entered into the SpinCo Contribution Agreement; |
| (b) | SpinCo shall not have any issued and outstanding securities other than the Initial SpinCo Share, and SpinCo shall not have carried on any business, other than in connection with the SpinCo Reorganization; and |
| (c) | the Purchaser shall have made the Funding Loan to the Company, if requested by the Company in accordance with section 2.8(b) of the Arrangement Agreement. |
| 2.4 | Arrangement |
At the Effective Time, each of the transactions and events set out below shall occur and be deemed to occur consecutively in five-minute increments in the following order, unless expressly provided otherwise, without any further authorization, act or formality on the part of any Person, except as expressly provided in the BCBCA or this Plan of Arrangement:
| (a) | each Dissenting Share in respect of which Dissent Rights have been validly exercised by Dissenting Shareholders shall be deemed to have been transferred to the Purchaser (free and clear of any Liens) without any further act or formality in exchange for a debt claim against the Purchaser to be paid fair value in respect of such Dissenting Shares as set out in Section 3.1, and: |
| (i) | each such Dissenting Shareholder shall cease to be a holder of each such Dissenting Share and to have any rights as a holder of such Dissenting Share other than the right to be paid fair value for such Dissenting Share as set out in Section 3.1; |
| (ii) | each such Dissenting Shareholder’s name shall be removed as a holder of such Dissenting Shares from the central securities register of Common Shares maintained by or on behalf of the Company; and |
| (iii) | the Purchaser shall be deemed to be the holder of all of the outstanding Dissenting Shares, and the Purchaser shall be entered in the central securities register of Common Shares maintained by or on behalf of the Company as the holder of such Dissenting Shares; |
| (b) | all of the transactions and actions contemplated by the SpinCo Contribution Agreement shall be completed and be effective without any further act or formality, including (i) the acquisition by SpinCo of the SpinCo Assets, (ii) the assumption by SpinCo of the SpinCo Liabilities, and (iii) the issuance by SpinCo to the Company of such number of SpinCo Shares as results in the Company legally and beneficially owning such number of SpinCo Shares as is equal to the SpinCo Retained Percentage of the issued and outstanding SpinCo Shares immediately following the transactions and events contemplated by this Plan of Arrangement, in each case, all as is more specifically described in the SpinCo Contribution Agreement (and, in connection with such transfers, a joint election may be filed under subsection 85(1) of the Tax Act and under any relevant provincial legislation in accordance with the SpinCo Contribution Agreement); |
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| (c) | each Cancelled Option and each Cancelled Warrant outstanding immediately prior to the Effective Time will be cancelled without any payment in respect thereof and the holder thereof (i) will cease to be the holder of such Option or Warrant, as the case may be, (ii) will cease to have any rights as a holder of such Option or Warrant, (iii) will be removed from the register of Options and Warrants maintained by or on behalf of the Company, and (iv) all option agreements, Warrant Instruments, grants and similar instruments relating thereto will be cancelled, and none of the Company, SpinCo or the Purchaser shall have any further liability or obligation to the former holders of the Cancelled Options and Cancelled Warrants with respect thereto; |
| (d) | notwithstanding the terms of the Equity Incentive Plan, the Legacy Stock Option Plan, the Legacy RSU Plan, the Warrant Instruments or any agreement relating to the outstanding Warrants, Options, RSUs and DSUs, concurrently with each other transaction and event set out in this Section 2.4(d): |
| (i) | each Cash-Out Warrant outstanding immediately prior to the Effective Time shall be surrendered to the Company and cancelled in consideration for (A) a cash payment from the Company equal to the product of the Cash Consideration multiplied by the number of Common Shares that the Warrantholder thereof is entitled to acquire upon the exercise of such Cash-Out Warrant, less the aggregate exercise price of such Cash-Out Warrant, and (B) the delivery by or on behalf of the Company to the Warrantholder of such number of SpinCo Shares as is equal to the product of the SpinCo Share Consideration multiplied by the number of Common Shares that the Warrantholder thereof is entitled to acquire upon the exercise of such Cash-Out Warrant; |
| (ii) | each Cash-Out Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be deemed to be unconditionally vested and shall be surrendered to the Company and cancelled in consideration for (A) a cash payment from the Company equal to the product of the Cash Consideration multiplied by the number of Common Shares that the Optionholder thereof is entitled to acquire upon the exercise of such Cash-Out Option, less the aggregate exercise price of such Cash-Out Option, and (B) the delivery by or on behalf of the Company to the Optionholder of such number of SpinCo Shares as is equal to the product of the SpinCo Share Consideration multiplied by the number of Common Shares that the Optionholder thereof is entitled to acquire upon the exercise of such Cash-Out Option; |
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| (iii) | each RSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall be deemed to be unconditionally vested and shall be surrendered to the Company and cancelled in consideration for (A) a cash payment from the Company equal to the Cash Consideration, and (B) the delivery by the Company to the holder thereof of 0.33 of a SpinCo Share; and |
| (iv) | each DSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall be deemed to be unconditionally vested and shall be surrendered to the Company and cancelled in consideration for (A) a cash payment from the Company equal to the Cash Consideration, and (B) the delivery by the Company to the holder thereof of 0.33 of a SpinCo Share, |
and, in each case, (x) the holder thereof shall (1) cease to be the holder of such Cash-Out Warrant, Cash-Out Option, RSU or DSU, as applicable, (2) cease to have any rights as a holder thereof other than the right to receive the consideration to which such holder is entitled pursuant to this Section 2.4(d), and (3) be removed from the applicable register maintained by or on behalf of the Company, and all option agreements, Warrant Instruments, grants and similar instruments relating thereto will be cancelled, and (y) all such consideration shall be paid or delivered net of any amount required to be withheld pursuant to Section 4.2;
| (e) | each Exercised Option will be deemed to be exercised by the holder thereof and the Company shall issue to such holder such number of Common Shares (each an “Exercised Option Share”) that the holder is entitled to receive on the exercise of such Exercised Option; |
| (f) | each Exercised Option Share will be transferred by the holder thereof to the Purchaser in consideration for: |
| (i) | a cash payment from the Purchaser to the holder equal to the Cash Consideration; and |
| (ii) | the Purchaser causing the Company to effect delivery, in satisfaction of the Purchaser’s obligation to make payment to the holder of the Exercised Option Share, of 0.33 of a SpinCo Share (which SpinCo Share shall be delivered to such holder as contemplated by, and pursuant to, Section 2.4(g)); |
| (g) | contemporaneous with Section 2.4(f), and in satisfaction of the obligation of the Purchaser described in Section 2.4(f)(ii), the Company shall transfer and deliver to each holder of an Exercised Option Share 0.33 of a SpinCo Share for each Exercised Option Share transferred to the Purchaser pursuant to Section 2.4(f) and in consideration for the Company’s satisfaction of such commitment therefor, the Purchaser shall issue a non-interest bearing demand promissory note (the “SpinCo Share Delivery Note”) to the Company equal to the aggregate fair market value of all such SpinCo Shares delivered pursuant to this Section 2.4(g); |
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| (h) | the authorized share structure of the Company shall be reorganized by amending the notice of articles and articles of the Company to create a new class of shares without par value designated as “Class A Shares”, in an unlimited number, having the rights, privileges, restrictions and conditions set out in Exhibit A attached to this Plan of Arrangement; |
| (i) | in the course of a reorganization of the authorized share structure of the Company, each issued and outstanding Common Share (excluding, for certainty, (i) those Common Shares acquired by the Purchaser pursuant to Section 2.4(a); and (ii) those Exercised Option Shares acquired by the Purchaser pursuant to 2.4(f)) shall be deemed to be exchanged (without any action on the part of the holder of such Common Share) for one Class A Share and 0.33 of a SpinCo Share (in each case, free and clear of all Liens), and each such Common Share so exchanged shall thereupon be cancelled and, in furtherance of the foregoing: |
| (i) | no other consideration shall be received by any holder of the Common Shares; and |
| (ii) | the Company shall not file a joint election under subsection 85(1) or subsection 85(2) of the Tax Act, or any relevant provincial legislation, with any holder of Common Shares in respect of the share exchange contemplated by this Section 2.4(i); |
| (j) | upon the exchange contemplated by Section 2.4(i), the capital account maintained in respect of the Common Shares shall be reduced, in respect of the Common Shares exchanged pursuant to Section 2.4(i), by an amount equal to the capital attributable to such Common Shares immediately prior to the time at which the step in Section 2.4(i) is effective, and, notwithstanding section 73 of the BCBCA, the capital account maintained in respect of the Class A Shares shall be equal to: |
| (i) | the amount by which the capital account of the Common Shares is reduced pursuant to this Section 2.4(j), less |
| (ii) | the fair market value of the SpinCo Shares transferred to former holders of Common Shares pursuant to Section 2.4(i); |
| (k) | upon the exchange contemplated by Section 2.4(i), each holder of Common Shares so exchanged shall (i) be deemed to cease to be the holder of the Common Shares so exchanged, (ii) cease to have any rights with respect to such Common Shares, and (iii) be deemed to be the holder of the number of Class A Shares issued to such holder, and the name of each such registered holder shall (x) be removed from the central securities register maintained by or on behalf of the Company in respect of the Common Shares so exchanged and (y) be added to the central securities register maintained by or on behalf of the Company as the holder of the number of Class A Shares so issued to such holder, and each such holder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such Common Shares as described in Section 2.4(i); |
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| (l) | each Class A Share (other than those legally owned by the Purchaser, if any) issued and outstanding as a result of the exchange contemplated by Section 2.4(i) shall be, and shall be deemed to be, transferred to the Purchaser in consideration for the Cash Consideration; and: |
| (i) | the holders of such Class A Shares immediately prior to such transfer shall cease to be the holders thereof and to have any rights as holders of such Class A Shares other than the right to be paid the Cash Consideration per Class A Share in accordance with this Plan of Arrangement; |
| (ii) | the name of each such registered holder shall be removed from the central securities register maintained by or on behalf of the Company with respect to such Class A Shares; and |
| (iii) | the Purchaser shall, and shall be deemed to, be the transferee of such Class A Shares and shall be entered in the central securities register in respect of the Class A Shares maintained by or on behalf of the Company as the holder thereof. |
| 2.5 | Transfers Free and Clear |
Any transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.
| 2.6 | Adjustment to Consideration |
Notwithstanding any restriction or any other matter in the Arrangement Agreement to the contrary, if, between the date of the Arrangement Agreement and the Effective Time, the Company sets a record date for any dividend or other distribution on the Common Shares that is prior to the Effective Time or pays any dividend or other distribution on the Common Shares prior to the Effective Time, then: (a) to the extent the amount of such dividends or distributions per Common Share (the “Adjustment Amount”) does not exceed the amount of the Cash Consideration, the Cash Consideration shall be reduced by the Adjustment Amount; and (b) to the extent that the Adjustment Amount exceeds the Cash Consideration, such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.
| 2.7 | United States Securities Law Matters |
All SpinCo Shares to be issued pursuant to this Plan of Arrangement shall be issued in reliance upon the exemption from registration provided by section 3(a)(10) of the United States Securities Act of 1933, as amended.
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Article 3
RIGHTS OF DISSENT
| 3.1 | Rights of Dissent for Shareholders |
Registered holders of Common Shares may exercise rights of dissent with respect to Common Shares (“Dissent Rights”) pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA and this Section 3.1 in connection with the Arrangement, as modified by the Interim Order and the Final Order and this Section 3.1; provided that the written notice setting forth the objection to the Arrangement must be received by the Company not later than 4:30 p.m. on the date that is two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who duly exercise Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Common Shares as set out in this Section 3.1), as provided in Section 2.4(a), and if they:
| (a) | ultimately are entitled to be paid fair value for their Common Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.4(a)); (ii) shall be entitled to be paid the fair value of such Common Shares by the Purchaser, which fair value, notwithstanding anything to the contrary contained in section 245 of the BCBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted; and (iii) shall not be entitled to any other payment or consideration, including any SpinCo Share Consideration or Cash Consideration to which such holder would have been entitled under the Arrangement had such holder not exercised Dissent Rights in respect of such Common Shares; or |
| (b) | ultimately are not entitled, for any reason, to be paid fair value for their Common Shares, shall be deemed to have participated in the Arrangement on the same basis as a holder of Common Shares that did not validly exercise and not withdraw Dissent Rights. |
| 3.2 | Recognition of Dissenting Holders |
(a) In no circumstances shall the Purchaser, the Parent, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is (i) the registered holder or beneficial owner of those Common Shares in respect of which such rights are sought to be exercised as of the record date for determining Shareholders entitled to receive notice of and to vote at the Company Meeting, and (ii) the registered holder of such Common Shares as of the deadline for exercising Dissent Rights as contemplated in Section 3.1.
(b) In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Incentive Securities; (ii) Warrantholders; and (iii) Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares).
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Article 4
CERTIFICATES AND PAYMENTS
| 4.1 | Share Certificates and Payment of Consideration |
(a) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Common Shares that were transferred pursuant to Section 2.4(i) or Warrants that were transferred pursuant to Section 2.4(d)(i), as the case may be, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, (i) a cheque (or other form of immediately available funds) representing the aggregate Cash Consideration which such holder has the right to receive under this Plan of Arrangement for such Common Shares or Warrants, as applicable, less any amount required to be withheld pursuant to Section 4.2, and (ii) a certificate or direct registration statement representing the aggregate number of SpinCo Shares such holder has the right to receive under this Plan of Arrangement, and any certificate so surrendered shall forthwith be cancelled.
(b) After the Effective Time and until surrendered for cancellation as contemplated in Section 4.1(a), each certificate formerly representing Common Shares or Warrants, as applicable, shall represent only the right to receive the Consideration which the former holder of such Common Shares or Warrants is entitled to receive pursuant to this Plan of Arrangement, subject to compliance with the requirements set forth in this Article 4.
(c) On the Effective Date, the Company shall deliver to each former holder of Cash-Out Options, RSUs and DSUs, as reflected on the registers maintained by or on behalf of the Company in respect thereof, (i) a cheque (or other form of immediately available funds, including through the Company’s payroll system where applicable) representing the cash consideration which such holder has the right to receive pursuant to this Plan of Arrangement, and (ii) a certificate or direct registration statement representing the SpinCo Shares such holder has the right to receive pursuant to this Plan of Arrangement, in each case net of any amount required to be withheld pursuant to Section 4.2. Until the holders of Cash-Out Options, RSUs and DSUs receive the consideration to which they are entitled pursuant to this Plan of Arrangement, the Company shall hold, and shall be deemed to hold, such consideration on behalf of and as agent for such holders.
(d) No holder of Common Shares, Incentive Securities or Warrants shall be entitled to receive any consideration with respect to such securities other than any consideration to which such holder is entitled to receive in accordance with Section 2.4 and this Section 4.1, less any amount required to be withheld pursuant to Section 4.2 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.
| 4.2 | Withholding Rights |
(a) The Parent, the Purchaser, the Company, SpinCo and the Depositary, as applicable, shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any consideration or amount otherwise payable or deliverable to any Person under this Plan of Arrangement, including to any Person exercising Dissent Rights, such amounts as the Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, under the Tax Act, the Code or any provision of any other applicable Laws in respect of Taxes, including in respect of the value of any SpinCo Shares delivered to such Person. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity.
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(b) Any amount required to be deducted or withheld in respect of the consideration payable or deliverable to any Person under this Plan of Arrangement (including in respect of the SpinCo Shares delivered to such Person) shall first be satisfied from the cash portion, if any, of the consideration otherwise payable to such Person. Only if, and only to the extent that, the amount so required or reasonably believed to be required to be deducted or withheld exceeds the cash portion, if any, of the consideration otherwise payable to such Person, the Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, are hereby authorized to retain and sell or otherwise dispose of, on behalf of such Person, or to retain and make arrangements with a broker or other similar third party to sell or otherwise dispose of, on behalf of such Person, such portion of the SpinCo Shares otherwise deliverable to such Person as is necessary to provide sufficient funds to enable the Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, to comply with such deduction or withholding requirement. The Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, shall notify such Person thereof and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale, which, for greater certainty, shall be paid and borne by such Person) to the appropriate Governmental Entity and shall remit to such Person any unapplied balance of the net proceeds of such sale. Any such sale will be made at prevailing market prices and none of the Parent, the Purchaser, the Company, SpinCo or the Depositary shall be under any obligation to obtain a particular price for, or to indemnify any Person in respect of a particular price for, the SpinCo Shares so sold.
| 4.3 | No Fractional SpinCo Shares and Rounding of Cash Consideration |
(a) In no event shall any fractional SpinCo Shares be issued or delivered under this Plan of Arrangement. Where the aggregate number of SpinCo Shares to be issued or delivered to an Affected Securityholder pursuant to this Plan of Arrangement would result in a fraction of a SpinCo Share being issuable, then the number of SpinCo Shares to be issued or delivered to such Affected Securityholder shall, without any additional compensation, be rounded down to the nearest whole SpinCo Share.
(b) If the aggregate cash consideration which an Affected Securityholder is entitled to receive pursuant to this Plan of Arrangement would otherwise include a fraction of a cent, then the aggregate cash amount which such Affected Securityholder shall, without any additional compensation, be entitled to receive shall be rounded down to the nearest whole cent.
| 4.4 | Lost Certificates |
In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred pursuant to Section 2.4(i) shall have been lost, stolen or destroyed, upon the making of an affidavit or statutory declaration of that fact by the Person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the central securities register in respect of the Common Shares maintained by or on behalf of the Company, the Depositary will issue in exchange for such lost, stolen or destroyed certificate the Consideration that such holder has the right to receive in accordance with Section 2.4 and such holder’s Letter of Transmittal. When authorizing such exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Company, the Parent, the Purchaser and the Depositary (each acting reasonably) in such sum as the Parent, the Purchaser and the Depositary may direct, or otherwise indemnify the Company, the Parent, the Purchaser and the Depositary in a manner satisfactory to the Company, the Parent, the Purchaser and the Depositary (each acting reasonably) against any claim that may be made against the Company, the Parent, the Purchaser or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.
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| 4.5 | Extinction of Rights |
If any instrument or certificate which immediately prior to the Effective Time represented outstanding Common Shares or Warrants that were transferred pursuant to Section 2.4 (or an affidavit of loss and bond or other indemnity pursuant to Section 4.4), together with such other documents or instruments that are required to be delivered by such former Shareholder in order to receive payment for its Common Shares or such former Warrantholder in order to receive payment for its Warrants, as the case may be, are not deposited on or prior to the sixth anniversary of the Effective Date, such instrument and certificate shall cease to represent a claim or interest of any kind or nature against the Company, the Purchaser or the Parent. On such date, the aggregate Consideration to which the former Shareholder or Warrantholder referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered for no consideration to the Purchaser and shall be returned to the Purchaser (or any successor) by the Depositary.
| 4.6 | Calculations |
All calculations and determinations made by the Parent, the Purchaser, the Company or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding.
Article 5
AMENDMENTS
| 5.1 | Amendments to Plan of Arrangement |
(a) The Parent, the Purchaser and the Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing; (ii) approved by the Parent, the Purchaser and the Company in writing (in each case, acting reasonably); (iii) filed with the Court and, if made following the Company Meeting, approved by the Court; and (iv) communicated to Affected Securityholders in the manner required by the Court (if so required).
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Parent, the Purchaser or the Company at any time prior to the Company Meeting (provided that the other Parties shall have consented thereto in writing) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Parent, the Purchaser and the Company (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by Securityholders (as applicable) voting in the manner directed by the Court.
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(d) Any amendment, modification or supplement to this Plan of Arrangement may be made at any time after receipt of the Final Order but prior to the Effective Time, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, the Parent and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Affected Securityholders, and such amendment, modification or supplement need not be filed with the Court or communicated to Affected Securityholders.
(e) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Parent or the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Parent or the Purchaser, as the case may be, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Affected Securityholders, and such amendment, modification or supplement need not be filed with the Court or communicated to Affected Securityholders.
Article 6
MISCELLANEOUS
| 6.1 | Further Assurances |
Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein. Without limiting the generality of the foregoing, it is expressly provided that the transactions and events set out in Section 2.4 shall be deemed to occur on the Effective Date, notwithstanding that certain procedures, notices or filings related thereto may not be completed until after the Effective Date, provided that none of the transactions and events set out in Section 2.4 shall occur unless all of such transactions and events occur.
| 6.2 | Paramountcy |
From and after the Effective Time:
| (a) | this Plan of Arrangement shall take precedence and priority over any and all rights related to any Common Shares, Incentive Securities and Warrants issued and outstanding prior to the Effective Time; |
| (b) | the rights and obligations of the holders of Common Shares, Incentive Securities and Warrants, the Company, the Purchaser, the Parent, SpinCo, the Depositary and any transfer agent or other depositary therefor, shall be solely as provided for in this Plan of Arrangement; and |
| (c) | all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to this Plan of Arrangement shall be deemed to have been settled, compromised, released, and determined without liability except as set forth herein. |
EXHIBIT A
TO THE PLAN OF ARRANGEMENT
Rights, Privileges, Restrictions and Conditions
of the
Class A Shares of the Company
| · | Voting. The holders of the Class A Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Company and shall have two votes for each Class A Share held at all meetings of the shareholders of the Company, except meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series. |
| · | Quorum for a Meeting of Holders of Class A Shares. The quorum for the transaction of business at a meeting of holders of Class A Shares is that number of individuals who are shareholders, proxy holders representing shareholders or duly authorized representatives of corporate shareholders personally present and holding at least 50% of the outstanding Class A Shares. |
| · | Dissolution, Liquidation or Winding-up. In the event of the dissolution, liquidation or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs or upon a reduction in capital, the holders of the Class A Shares shall, subject to the prior rights of any shares ranking in priority to the Class A Shares in respect of priority in the distribution of assets upon the dissolution, liquidation or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs or upon a reduction in capital, be entitled to receive the remaining assets and property of the Company. |
Schedule B
ARRANGEMENT RESOLUTION
BE IT RESOLVED THAT:
| (1) | The arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) of Roxmore Resources Inc. (the “Company”), pursuant to the arrangement agreement (the “Arrangement Agreement”) among the Company, 1611454 B.C. Unlimited Liability Company, and SSR Mining Inc., dated October 13, 2026, all as more particularly described and set forth in the information circular of the Company, dated [l], 2026 (the “Circular”), accompanying the notice of this meeting (as the Arrangement may be modified or amended in accordance with its terms) is hereby authorized, approved and adopted. |
| (2) | The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out in Appendix [l] to the Circular, is hereby authorized, approved and adopted. |
| (3) | The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. |
| (4) | The Company be and is hereby authorized to apply for a final order from the Supreme Court of British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). |
| (5) | Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders, holders of warrants and holders of options of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered to, at their discretion, without notice to or approval of the shareholders, holders of warrants or holders of options of the Company: (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and/or the Plan of Arrangement; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions. |
| (6) | Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. |
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Schedule C
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
| (1) | Organization and Powers. The Company: (i) has been duly incorporated or formed and is validly existing under the laws of its jurisdiction of incorporation, continuance or formation; (ii) has all requisite corporate or other power and authority to own, operate and lease its property and assets as now owned and to carry on its business as it is now being conducted; and (iii) is duly qualified, licensed or registered to do business in each jurisdiction in which the nature of its business or the property or assets owned, operated, licenced, leased or otherwise held by it make such qualification, licensing or registration necessary to carry on its business as it is now being conducted, except where the failure to be so qualified, licensed or registered would not reasonably be expected to have a Material Adverse Effect. The Company is up to date on its corporate filings in all material respects and is in good standing under applicable Laws, except where the failure to be in good standing would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the constating documents of the Company have been made available in the Data Room, and no action has been taken to amend or supersede such constating documents of the Company. |
| (2) | Authority Relative to this Agreement. The Company has the requisite corporate power, authority and capacity to enter into this Agreement and any other agreements and documents contemplated hereunder and (subject to obtaining the Interim Order, the Final Order and the Required Approval) to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and any other agreements and documents contemplated hereunder and the performance by the Company of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Company and the Board and no other corporate proceedings on the part of the Company or the Board are necessary to authorize the execution and delivery by it of this Agreement and any other agreements and documents contemplated hereunder or, subject to obtaining the Required Approval, the Interim Order and the Final Order, the completion by the Company of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies, including specific performance, may only be granted in the discretion of a court of competent jurisdiction. |
| (3) | Required Approvals. Except as disclosed in Schedule C (3) of the Company Disclosure Letter, no Authorization, or filing with, or notification to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries for the execution and delivery of this Agreement or the performance by the Company of its obligations hereunder, the completion by the Company of the Arrangement and any other transaction contemplated by this Agreement, other than: |
| (i) | compliance with the applicable requirements of Securities Laws and the rules and policies of the TSX; |
| (ii) | the Interim Order and any filings required in order to obtain, and approvals required under, the Interim Order; |
| (iii) | the Final Order, and any filings required in order to obtain the Final Order; and |
| (iv) | any filings required under the BCBCA. |
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| (4) | No Violation. Assuming compliance with the matters referred to in paragraph (3) above, the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the Arrangement and the other transactions contemplated hereunder do not and will not (nor will they with the giving of notice or the lapse of time or both): |
| (i) | result in a breach, contravention, violation or default under any applicable Law, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; |
| (ii) | result in a breach, violation, conflict or default under its or any of its Subsidiaries’ constating documents; |
| (iii) | except as disclosed in Schedule C (4) of the Company Disclosure Letter, result in a contravention, breach or default under or termination, suspension of, or acceleration or permit the acceleration of the performance required by, or loss of any benefit under, or require any approval or consent under, any Material Contract or material Authorization to which it or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which the Project Real Property is subject or give to any Person any interest, benefit or right, including any right of purchase, termination, payment, modification, reimbursement, cancellation or acceleration, under any such Material Contracts or Authorizations, except as would not, individually or in the aggregate, have a Material Adverse Effect; or |
| (iv) | except as disclosed in Schedule C (4) of the Company Disclosure Letter, give rise to any rights of first refusal or rights of first offer under, or trigger any change of control provisions or any restriction or limitation under any Material Contract or material Authorization, or result in the suspension or material alteration in the terms of any material Authorization held by it or any of its Subsidiaries or in the creation of any Lien (other than any Permitted Lien) upon any of its or any of its Subsidiaries’ Project Real Property or material assets, except as would not, individually or in the aggregate, have a Material Adverse Effect. |
| (5) | Authorized and Issued Capital. |
| (i) | The authorized capital of the Company consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As of the close of business on the Business Day immediately prior to the date of this Agreement, there were 73,305,995 Common Shares issued and outstanding and nil preferred shares outstanding. All of the issued and outstanding Common Shares are fully paid and non-assessable and have been duly authorized and issued, in compliance with applicable Laws in all material respects and not in violation of or subject to any pre-emptive or similar right. |
| (ii) | As of the close of business on the Business Day immediately prior to the date of this Agreement, 24,911,901 Common Shares were issuable upon the exercise of outstanding Incentive Securities and Warrants. Schedule C (5)(ii) of the Company Disclosure Letter contains a list of the Incentive Securities and Warrants, with details regarding the exercise price (as applicable), whether such securities are vested or unvested and whether vesting or exercise may be accelerated as a result, either alone or together with another event or occurrence, of the Arrangement, the number of participants to whom such securities have been granted, expiration date, vesting schedules and, if applicable, performance criteria. The Equity Incentive Plan, Legacy RSU Plan, Legacy Stock Option Plan and Warrant Instruments have been duly authorized by the Board in compliance with applicable Laws. All Common Shares issuable upon the exercise, vesting of rights under or settlement of all outstanding Incentive Securities and Warrants have been duly authorized and, upon issuance in accordance with their respective terms, such Common Shares will be fully paid and non-assessable and will have been duly authorized and issued in compliance with applicable Laws in all material respects and not in violation of or subject to any pre-emptive or similar right. |
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| (iii) | There are no issued, outstanding or authorized notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with holders of Common Shares on any matter except as required by Law. |
| (iv) | The Company has never declared or authorized any dividends or distributions on any securities of the Company. |
| (v) | From the close of business on the Business Day immediately prior to the date of this Agreement to the date of this Agreement, the Company has not issued any Common Shares except upon the exercise of Options, Warrants, RSUs, and DSUs outstanding as of the close of business on the Business Day immediately prior to the date of this Agreement. |
| (6) | Subsidiaries. |
| (i) | Schedule C (6)(i) of the Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of all Persons owned or controlled, directly or indirectly, by the Company, indicating: (i) its name; (ii) its jurisdiction of incorporation, organization or formation; and (iii) except as disclosed in Schedule C (6)(i) of the Company Disclosure Letter, the percentage of the outstanding voting securities of the Person which are owned directly or indirectly by the Company. |
| (ii) | Each Material Subsidiary is a corporation, partnership, trust, limited partnership, limited liability company or other entity, as the case may be, duly incorporated, organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, except where the failure to be in good standing would not have a Material Adverse Effect, and has all requisite corporate, trust, partnership or limited liability company power and authority, as the case may be, to own, lease and operate its assets and properties and conduct its business as it is now being conducted. Except as would not, individually or in the aggregate, have a Material Adverse Effect, each Material Subsidiary is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the character of its assets and properties owned, operated, licenced, leased or otherwise held, or the nature of its activities makes such qualification, licensing or registration necessary, and has all material Authorizations required to own, lease and operate its properties and assets and to conduct its business as now owned and conducted. No proceeding has been instituted or, to the Company’s knowledge, threatened in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification, licensing or registration. True and complete copies of the constating documents of each Material Subsidiary of the Company have been made available in the Data Room, and no action has been taken to amend or supersede such constating documents. None of the Material Subsidiaries of the Company are in violation of, in conflict with or in default under any provisions of its constating documents, except where to be in such violation would not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this Agreement, “Material Subsidiaries” means Converse Acquisition Company, Limited and Converse Resources LLC. |
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| (iii) | Except as disclosed in Schedule C (6)(i) of the Company Disclosure Letter, the Company is, directly or indirectly, the registered and beneficial owner of all of the outstanding common shares or other equity interests of each of its Subsidiaries, free and clear of any Liens (other than Permitted Liens), and all such shares or other equity interests so owned by the Company have been duly authorized and validly issued, as fully paid and non-assessable, as the case may be, and no such shares or other equity interests have been issued in violation of any Law in any material respect or any pre-emptive or similar rights. Except for the shares or other equity interests owned by the Company in any of its Subsidiaries, the Company does not own, beneficially or of record, any equity interests of any kind in any other Person. |
| (7) | Acquisition and Repurchase Rights. Except as disclosed in Schedule C (7) of the Company Disclosure Letter, no Person (other than the Company and any of its Subsidiaries) has any option, warrant, right (pre-emptive, contractual or otherwise) or other security or conversion privilege issued or granted by the Company or any of its Subsidiaries of any kind that is exercisable or convertible into, or exchangeable for, or otherwise carries the right of the holder (pre-emptive, contractual or otherwise) to purchase or otherwise acquire (whether or not subject to conditions) Common Shares or other securities of the Company or any of its Subsidiaries, including pursuant to one or more multiple exercises, conversions and/or exchanges. No Person has any right to require the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any of its issued and outstanding common shares or other securities of the Company or any of its Subsidiaries. No Person has any pre-emptive right or right of first refusal in respect of the allotment and issuance of any unissued common shares or other securities of the Company or any of its Subsidiaries. |
| (8) | Shareholders’ and Similar Agreements. Neither the Company nor any of its Subsidiaries is party to any unanimous shareholders agreement involving a Person other than the Company or any of its Subsidiaries and is not a party to any shareholder, pooling, voting or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Company or of any of its Subsidiaries other than as between the Company and any of its Subsidiaries. The Company has not adopted a shareholder rights plan or any other similar plan or agreement. |
| (9) | Listing of Common Shares. The Common Shares are listed and posted for trading on the TSX, and, to the knowledge of the Company, are not listed on any market other than the TSX except that the Common Shares are quoted and trade on the facilities of the OTCQX, and no order ceasing or suspending trading in, or requiring delisting of, any securities of the Company or prohibiting the sale or issuance of the Common Shares or the trading of any of the Company’s issued securities has been issued, and, to the knowledge of the Company, no (formal or informal) proceedings for such purpose are pending or, to the knowledge of the Company, have been threatened. The Company has not taken any action which would reasonably be expected to result in the delisting or suspension of the Common Shares on or from the TSX, and the Company is currently in compliance in all material respects with the applicable listing, corporate governance and other rules and regulations of the TSX. |
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| (10) | Securities Law Matters. |
| (i) | As of the date hereof, the Company is a “reporting issuer” (or the equivalent) in all of the provinces and territories of Canada, and is not included on a list of defaulting reporting issuers maintained by any Securities Authority and the Company is in compliance with applicable Canadian Securities Laws in all material respects. |
| (ii) | Except as disclosed in Schedule C (10)(ii) of the Company Disclosure Letter, since July 1, 2026, the Company has timely filed all forms, reports, schedules, statements, certifications and other documents that the Company is required to file and has paid all applicable fees when due under applicable Canadian Securities Laws. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of such subsequent filing), each of the Company Filings complied with the requirements of applicable Canadian Securities Laws in all material respects and none of the Company Filings contained any Misrepresentation. There is no “material change” (within the meaning of applicable Canadian Securities Laws) as of the date hereof relating to the Company or any of its Subsidiaries which has occurred and with respect to which the requisite material change report has not been filed with the Securities Authority and made publicly available on SEDAR+. The Company has not filed any confidential material change report or other confidential report with any Securities Authority or other Governmental Entity which at the date hereof remains confidential. |
| (iii) | There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the Company Filings and, to the knowledge of the Company, the Company is not subject to an ongoing audit, review, comment or investigation by any Securities Authority. None of the Company’s Subsidiaries are subject to continuous disclosure or other disclosure requirements under any Canadian Securities Laws. The Company is not, and is not required to be, registered as an “investment company” pursuant to the United States Investment Company Act of 1940. |
| (11) | Financial Statements. |
| (i) | The Financial Statements (including the notes thereto and related management’s discussion and analysis) included in the Company Filings: (i) were prepared in accordance with IFRS; and (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries on a consolidated basis as at the respective dates thereof and the loss and comprehensive loss, changes in shareholders’ equity and cash flow of the Company and its Subsidiaries on a consolidated basis for the periods covered thereby (except as may be indicated in the notes to such financial statements, or, in the case of the Annual Financial Statements, in the related auditor’s report or, in the case of the Interim Financial Statements, subject to normal period end adjustments). The Company does not intend to correct or restate, nor, to the knowledge of the Company is there any basis for any correction or restatement of, any aspect of any of the Financial Statements. Except as disclosed in the Financial Statements or the notes thereto, there are no, nor are there any commitments to become a party to, any off-balance sheet transaction, arrangement, obligation (including contingent obligations) or other relationship of the Company or any of its Subsidiaries with unconsolidated entities or other Persons. |
“C” - 5
| (ii) | The financial books, records and accounts of the Company and each of its Subsidiaries (A) have been maintained, in all material respects, in accordance with IFRS or the accounting principles generally accepted in the country of domicile of each such entity; (B) are stated in reasonable detail; (C) accurately and fairly reflect all the material transactions, acquisitions and dispositions of the Company and each of its Subsidiaries; and (D) accurately and fairly reflect the basis of the Company’s consolidated financial statements. |
| (12) | Auditors. Deloitte LLP has been the auditor of the Company since April 7, 2026 and is “independent” as required under Canadian Securities Laws. Manning Elliott LLP was the auditor of the Company from August 17, 2020 (to the knowledge of the Company) to April 7, 2026 and was, to the knowledge of the Company, “independent” as required under Canadian Securities Laws during such period. There has never been a “reportable event” (within the meaning of NI 51-102) with Deloitte LLP or, to the knowledge of the Company, with Manning Elliott LLP. |
| (13) | No Material Undisclosed Liabilities. There are no material liabilities or obligations of the Company or of any of its Subsidiaries of any nature, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations: (i) disclosed in the Company Filings (excluding any disclosures set forth in any “risk factor” section or market risk section and in any section relating to forward looking statements); (ii) incurred in the Ordinary Course since July 1, 2026; (iii) liabilities and obligations that are specifically presented on the consolidated balance sheet of the Company as of June 30, 2026 or disclosed in the notes thereto; or (iv) incurred in connection with this Agreement (including any transaction expenses). |
| (14) | Absence of Certain Changes. Except as disclosed in the Company Filings and in connection with the transactions contemplated by this Agreement, since July 1, 2026: |
| (i) | the Company and its Subsidiaries have conducted their respective businesses in the Ordinary Course; and |
| (ii) | there has not been any event, occurrence, development or state of circumstances or facts that has had or would be reasonably expected to have a Material Adverse Effect. |
| (15) | Disclosure Controls and Internal Control over Financial Reporting. |
| (i) | The Company has established and maintains a system of disclosure controls and procedures (as such term is defined in NI 52-109) that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted by it under Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified by Canadian Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted by it under Canadian Securities Laws is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. |
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| (ii) | The Company has established and maintains a system of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. |
| (iii) | To the knowledge of the Company, there is no material weakness (as such term is defined in NI 52-109) relating to the design, implementation or maintenance of its internal control over financial reporting or fraud that involves management or other Company Employees who have a significant role in the internal control over financial reporting of the Company. Since October 1, 2025, none of the Company or any of its Subsidiaries or any of the respective directors, officers, employees, auditors, accountants or Representatives of any of the foregoing, has received or otherwise had or obtained knowledge of: (i) any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, or (ii) any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Board. |
| (16) | Compliance with Laws. |
| (i) | Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the business of the Company and each of its Subsidiaries has been since January 1, 2024, and is currently being, conducted in compliance with all applicable Laws, and has been since October 1, 2025, and is currently being, conducted in accordance with Good Industry Practice, and none of the Company nor any of its Subsidiaries have, since October 1, 2025, received any notice of any alleged violation of any such Laws or disqualification by a Governmental Entity. |
| (ii) | Neither the Company nor any of its Subsidiaries, and none of their respective directors or officers or, to the knowledge of the Company, employees, consultants, independent contractors or agents, has violated any applicable anti-corruption or anti-bribery Laws, including the Corruption of Foreign Public Officials Act (Canada) and the United States Foreign Corrupt Practices Act (collectively, “Anti-Corruption Laws”) and no action, suit or proceeding by or before any court or other Governmental Entity or any arbitrator non-Governmental Entity involving the Company or any of its Subsidiaries with respect to the Anti-Corruption Laws is pending or, to the knowledge of the Company, threatened. The Company and its Subsidiaries have in place policies, procedures and systems of internal controls applicable to them and their respective directors, officers, employees, consultants, independent contractors, and agents in place as are appropriate to reasonably prevent and detect violations of Anti-Corruption Laws. |
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| (iii) | Neither the Company nor any of its Subsidiaries, and none of their respective directors or officers or, to the knowledge of the Company, employees, consultants, independent contractors or agents, has: (A) violated any applicable customs, import, export control, economic or trade sanctions or anti-boycott Laws or any related or similar rules, regulations or guidelines (collectively, “Sanctions Laws”) and no action, suit or proceeding by or before any court or other Governmental Entity or any arbitrator non-Governmental Entity involving the Company or any of its Subsidiaries with respect to the Sanctions Laws is pending or, to the knowledge of the Company, threatened or (B) conducted any business with or engaged in any transaction or arrangement with or involving, directly or indirectly, any Restricted Parties (as defined below) or countries subject to comprehensive economic or trade sanctions imposed by Canada or the United States, in violation of applicable Law, or has otherwise been in violation of any Sanctions Laws. Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, consultant, independent contractor or agent of the Company or any of its Subsidiaries: is, or, to the extent the concept of ownership or control is applicable to such Person, is owned or controlled by, a person or entity subject to the sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or included on the List of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders, Denied Persons List, Entity List, Debarred Parties List, Excluded Parties List and Terrorism Exclusion List, or any other lists of known or suspected terrorists, terrorist organizations or other prohibited persons made publicly available or provided to the Company or any of its Subsidiaries by any Governmental Entity (such entities, persons or organizations collectively, the “Restricted Parties”). The Company and its Subsidiaries have in place policies, procedures and systems of internal controls applicable to them and their respective directors, officers, employees, consultants, and agents in place as are appropriate to reasonably prevent and detect violations of Sanctions Laws. |
| (iv) | The operations of the Company and each of its Subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial record-keeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or other Governmental Entity or any arbitrator non-Governmental Entity involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. The Company and its Subsidiaries have in place policies, procedures and systems of internal controls applicable to them and their respective directors, officers, employees, consultants, and agents in place as are appropriate to reasonably prevent and detect violations of Money Laundering Laws. |
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| (17) | Authorizations. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect and except as disclosed in Schedule C (17) of the Company Disclosure Letter: (i) the Company and each of its Subsidiaries has identified, obtained, acquired or entered into in its name, and is in compliance with all Authorizations (including any interest in, or right to earn an interest in, any Mineral Property) required by applicable Laws to conduct its current business as it is now being conducted, (ii) all such Authorizations are valid and subsisting, in full force and effect and enforceable in accordance with the terms thereof, (iii) all such Authorizations are in good standing and there has been no default under any such Authorization, and all fees and other amounts required to be paid with respect to such Authorizations to the date hereof have been paid, and (iv) there are no actions, proceedings or investigations, pending, or to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries that would reasonably be expected to result in the suspension, loss or revocation of any such Authorizations. To the knowledge of the Company, there are no facts or circumstances that could result in any material Authorization not being renewed in the Ordinary Course. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any of their respective officers, employees, consultants, independent contractors or directors have received any written notice of revocation or non-renewal or material amendments of any material Authorizations, or of any intention of any Person to revoke or refuse to renew or to materially amend any of such Authorizations. To the knowledge of the Company, no Person other than the Company or a wholly owned Subsidiary of the Company owns or has any proprietary, financial or other interest (direct or indirect) in any Authorizations of the Company or its wholly owned Subsidiaries. |
| (18) | Litigation. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, there is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation or inquiry before or by any Governmental Entity, or any claim, action, grievance, suit, demand, arbitration, charge, indictment, hearing, demand letter or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding, including by any third party whatsoever, against or involving the Company or any of its Subsidiaries or relating to the Converse Project (whether in progress or, to the knowledge of the Company, threatened), and, to the knowledge of the Company, no event has occurred which, to the knowledge of the Company, might reasonably be expected to give rise to any such proceeding. There is no judgment, writ, decree, injunction, rule, award or order of any Governmental Entity outstanding against the Company or any of its Subsidiaries. |
| (19) | Solvency. No act or proceeding has been taken by or against the Company or any of its Material Subsidiaries in connection with the dissolution, liquidation, winding-up, bankruptcy or reorganization of the Company or any of its Material Subsidiaries, except in connection with the SpinCo Reorganization, or for the appointment of a trustee, receiver, manager or other administrator of the Company or any of its Material Subsidiaries or any of their respective properties or assets, nor, to the knowledge of the Company, is any such act or proceeding threatened. Neither the Company nor any of its Material Subsidiaries has sought protection under the Bankruptcy Reform Act of 1978, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the U.S. Bankruptcy Code (United States) or similar legislation and the creditors of the Company and any of its Material Subsidiaries have not commenced any proceedings under these Laws. |
| (20) | Operational Matters. |
| (i) | The Royalties set out in Schedule C (20)(i) of the Company Disclosure Letter are all the rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, mineral streaming interests, payments and obligations payable by the Company and its Subsidiaries in relation to the Converse Project, and to the knowledge of the Company there are no royalties in effect or contingent that by their terms will come into effect in the future except as disclosed in Schedule C (20)(i) of the Company Disclosure Letter. |
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| (ii) | All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, mineral streaming interests, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, the Converse Project, have been: (A) duly paid; (B) duly performed; or (C) provided for prior to the date hereof. |
| (21) | Technical Reports. The most recent indicated and inferred mineral resources contained in the Technical Reports have been prepared and disclosed in accordance with accepted mining industry practices and applicable Canadian Securities Laws. The Company is in compliance, in all material respects, with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (as in effect on the date of publication of the relevant report or information). Except as disclosed in Schedule C (21) of the Company Disclosure Letter, all of the material assumptions underlying the mineral resource estimates in the Technical Reports are reasonable and appropriate and, to the knowledge of the Company, the mineral resources (or any other material aspect of any Technical Report) as disclosed in the Technical Reports do not contain any Misrepresentation. The Company made available to the authors of the Technical Reports, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them, and none of such information contained any Misrepresentation at the time such information was so provided. At the date hereof, there are no outstanding or unresolved comments of any Securities Authority or the TSX in respect of the technical disclosure made in the Company Filings. |
| (22) | Taxes. |
| (i) | Except as set out in Schedule C (22) of the Company Disclosure Letter, the Company and each of its Subsidiaries has timely filed all income tax and other material returns required to be filed by each entity, respectively, with any Governmental Entity and each such return was complete and correct in all material respects at the time of filing. The Company and each of its Subsidiaries have paid or caused to be paid to the appropriate Governmental Entity on a timely basis all Taxes which are due and payable, all assessments and reassessments and all other Taxes as are due and payable by the Company and each of its Subsidiaries, other than those which are being or have been contested in good faith pursuant to applicable Laws, and in respect of which, adequate reserves or accruals in accordance with IFRS have been provided in the Financial Statements. |
| (ii) | To the knowledge of the Company, no audit, action, investigation, deficiencies, litigation, proposed adjustments have been asserted or, to the knowledge of the Company, threatened with respect to Taxes of the Company and each of its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to any action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the Company, threatened. To the knowledge of the Company, no Tax Return of the Company or any of its Subsidiaries is under investigation, review, audit or examination by any taxing authority with respect to any Taxes, and no written notice of any investigation, review, audit or examination by any taxing authority has been received by the Company or any of its Subsidiaries with respect to any Taxes. |
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| (iii) | No Lien for Taxes has been filed or exists with respect to any assets or properties of the Company or any of its Subsidiaries other than for Taxes not yet due and payable or Liens for Taxes that are being contested in good faith by appropriate proceedings. |
| (iv) | There are no currently effective elections, agreements or waivers extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any Taxes, the filing of any Tax Return (other than customary extensions of time to file) or any payment of Taxes by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Tax Returns that could, in and of itself, require a material amount to be included in the income of the Company or its Subsidiaries for any period ending after the Effective Date. |
| (v) | No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to the Company or any of the Subsidiaries. |
| (vi) | All Taxes that the Company and its Subsidiaries have been required to withhold have been duly withheld (including, without limitation, withholding of Taxes pursuant to Sections 1441 and 1442 of the Code) and have been duly and timely paid to the proper Governmental Entity. The Company and its Subsidiaries, to the extent applicable, have remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes, payroll taxes and other Taxes payable by it in respect of its employees, agents and consultants, as applicable, and has remitted such amounts to the appropriate Governmental Entity within the time required under applicable Laws. The Company and its Subsidiaries have, to the extent required under applicable Laws, duly charged, collected and remitted on a timely basis all Taxes on any sale, supply or delivery whatsoever, made by it and has complied in all material respects with all applicable Laws relating to record retention (including to the extent necessary to claim any exemption from Tax collection and maintaining adequate and current resale certificates to support any such claimed exemption). |
| (vii) | Neither the Company nor any of its Subsidiaries has claimed or received any Tax credit or refund of Taxes to which it is not entitled. |
| (viii) | There are no rulings or closing agreements relating to the Company or any of its Subsidiaries which may affect their liability for Taxes for any taxable period commencing after the Effective Date. |
| (ix) | No written claim has ever been made by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction. |
| (x) | Neither the Company nor its Subsidiaries have participated in any transaction that is a “reportable transaction” for purposes of section 237.3 of the Tax Act (or any substantially similar provision of any applicable Tax Laws) or that is a “notifiable transaction” for purposes of section 237.4 of the Tax Act (or any substantially similar provision of any applicable Tax Laws). |
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| (xi) | All transactions between the Company and its Subsidiaries and any Person who is not resident in Canada for purposes of the Tax Act with whom the Company or any Subsidiary was not dealing at arm’s length for purposes of the Tax Act has been conducted on arm’s length terms in compliance in all material respects with all applicable transfer pricing Laws, and the Company or the applicable Subsidiary has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or comparable provisions of any other applicable legislation). |
| (xii) | No circumstances exist or may reasonably be expected to arise as a result of matters existing before the Effective Date that may result in the Company or any Subsidiary being subject to Section 69 or 160 of the Tax Act (or comparable provisions of any other applicable legislation). None of Section 15, or Sections 78 or 80 to 80.04 of the Tax Act (or comparable provisions of any other applicable legislation) have applied to the Company or any of its Subsidiaries, and there are no circumstances existing which could reasonably be expected to result in the application of Sections 78 or 80 to 80.04 of the Tax Act (or comparable provisions of any other applicable legislation) to the Company or any of its Subsidiaries. |
| (xiii) | There are no circumstances which exist and would result in, or which have existed and resulted in, a material amount being required to be included in the income of the Company or any of its Subsidiaries pursuant to Section 17 of the Tax Act. |
| (xiv) | The Common Shares have not, in the last 60 months, derived more than 50% of their fair market value from (i) real or immovable property situated in Canada, (ii) Canadian resource properties, (iii) timber resource properties, or (iv) options in respect of, or interests in, or for civil law rights in, property described in any of (i) – (iii), whether or not the property exists. |
| (xv) | The Company is a “taxable Canadian corporation”, as that term is defined in subsection 89(1) of the Tax Act. |
| (xvi) | Neither the Company nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis, other than a group of which the Company or any of its Subsidiaries is or was the common parent; (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes). |
| (xvii) | Within the last two years, neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code. |
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| (xviii) | Neither the Company nor any of its Subsidiaries has been a party to, or a material advisor with respect to, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b). |
| (xix) | Neither the Company nor any of its Subsidiaries has made an election pursuant to section 261 of the Tax Act to report its “Canadian tax results” in a currency of a country other than Canada. |
| (xx) | Neither the Company nor any of its Subsidiaries has or is deemed to have a permanent establishment or taxable nexus in a jurisdiction other than its country of organization |
| (xxi) | Neither the Company nor any of its Subsidiaries is treated as a “surrogate foreign corporation” within the meaning of Section 7874(a) of the Code or classified as a U.S. domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. |
| (xxii) | The Company was a “passive foreign investment company” within the meaning of Section 1297(a) of the Code (“PFIC”) for its most recently completed tax year and, based upon current business plans and financial expectations, expects to be a PFIC for its current Tax year or, if different, the Tax year which includes the Arrangement. |
| (xxiii) | Neither the Company nor any of its Subsidiaries has made an election pursuant to Section 897(i) of the Code. |
| (23) | Material Contracts. |
| (i) | All Material Contracts to which the Company or any of its Subsidiaries is a party are in full force and effect, and the Company and its Subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. The Company has made available to the Purchaser for inspection in the Data Room true and complete copies of all Material Contracts to which the Company or any of its Subsidiaries is a party. All of the Material Contracts are legal, valid and binding obligations of the Company or its Subsidiaries and, to the knowledge of the Company, the other parties thereto enforceable in all material respects in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies, including specific performance, may only be granted in the discretion of a court of competent jurisdiction. |
| (ii) | The Company and its Subsidiaries, as applicable, have performed in all material respects all of their respective obligations required to be performed by them under the Material Contracts. None of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any of the other parties thereto, is in material breach or violation of or in default under (in each case, with or without notice or lapse of time or both) any Material Contract, and neither the Company nor any of its Subsidiaries has received or given any notice of default under any Material Contract which remains uncured, and, to the knowledge of the Company, there exists no state of facts which after notice or lapse of time or both would constitute a default under or material breach of any Material Contract or the inability of a party to any Material Contract to perform its obligations thereunder. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice that any party to a Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such action has been threatened. |
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| (iii) | Set out in Schedule C (23)(iii) of the Company Disclosure Letter is a list of each Material Contract of the Company or any of its Subsidiaries. |
| (24) | Title to Personal Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries have good and valid title to, or a valid leasehold interest in, all other material personal property relating to the Converse Project that is not Project Real Property, free and clear of all Liens (other than Permitted Liens). |
| (25) | Project Real Property. |
| (i) | Schedule C (25)(i) of the Company Disclosure Letter sets out a complete and accurate list of the Owned Real Property and the Leased Real Property, together with a description of each underlying Lease, in each case, which relates to the Converse Project. Except for the Owned Real Property and Leased Real Property, neither the Company nor its Subsidiaries holds, occupies, is legally obligated for, or has an interest in, any real property relating to the Converse Project. |
| (ii) | Except as set out in Schedule C (25)(ii) of the Company Disclosure Letter, the Company and its Subsidiaries have good and marketable title to, or valid leasehold, subleasehold or licensee interest in, all Project Real Property, in each case, free and clear of all Liens (other than Permitted Liens). The Company or a Subsidiary of the Company is the sole holder of beneficial and legal title to the Project Real Property or has valid rights to lease or use all Project Real Property. There are no Contracts to sell, transfer or otherwise dispose of any of the Project Real Property, or any part thereof, to any third party. |
| (iii) | All Leases are in full force and effect, and the Company and its Subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. The Company has made available to the Purchaser for inspection true and complete copies of all Leases. All of the Leases are valid and binding obligations of the Company or its Subsidiaries and, to the knowledge of the Company, the other parties thereto enforceable in all material respects in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies, including specific performance, may only be granted in the discretion of a court of competent jurisdiction. None of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any of the other parties thereto, is in material breach or violation of or in default under (in each case, with or without notice or lapse of time or both) any Lease and neither the Company nor any of its Subsidiaries has received or given any notice of default under any Lease which remains uncured, and, to the knowledge of the Company, there exists no state of facts which, after notice or lapse of time or both, would constitute a material default under or material breach of any Lease or the inability of a party to any Lease to perform its obligations thereunder. |
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| (iv) | The Company and its Subsidiaries have not leased, subleased or licensed any Project Real Property (or any portion of any Project Real Property) to any Person or pledged, mortgaged, deeded in trust, collaterally assigned or similarly encumbered any interest in any Project Real Property (other than Permitted Liens), which lease, sublease, license, pledge, mortgage, deed of trust, assignment or encumbrance is presently in effect. |
| (v) | There are no material pending or, to the knowledge of the Company, threatened proceedings by any Governmental Entity or any other Person to cancel, terminate or modify any rights of the Company and its Subsidiaries to access the Project Real Property. The Company and its Subsidiaries have not received any written notice of any material violation of, or material non-compliance with, any applicable Law from any Governmental Entity in relation to any Project Real Property. |
| (vi) | No Person other than any of the Company or its Subsidiaries has any rights to participate in the exploration, development or exploitation of any Project Real Property, except for Permitted Liens or as otherwise required by applicable Law. |
| (vii) | All mining claims, mining leases and licenses in respect of the Project Real Property in which the Company or any of its Subsidiaries have an interest or right have been validly obtained and registered in accordance with all Laws and are valid and subsisting, in each case, in all material respects. |
| (viii) | The Company and its Subsidiaries have all necessary surface rights, access rights, easements, rights-of-way and other rights and interests relating to the Project Real Property, as may be necessary to access the Project Real Property and grant the Company and its Subsidiaries the right and ability to explore for minerals, ore and metals for development purposes, with only such exceptions as do not materially interfere with the use made by the Company and its Subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto is currently in good standing in the name of the Company or its Subsidiaries, free and clear of all material Liens (other than Permitted Liens) and, to the knowledge of the Company, and no third party or group holds any such rights that would be required to conduct mineral exploration or drilling activities on any of the Unpatented Claims that comprise a portion of the Project Real Property. |
| (ix) | The Project Real Property constitutes all real property, Water Rights, mineral, surface interests, easements and ancillary rights necessary for the activities of the Company and its Subsidiaries with respect to the Converse Project, as currently operated. |
| (x) | There are no adverse claims, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which would reasonably be expected to affect the Company’s or any of its Subsidiaries’ right, title or interest in any Project Real Property or the ability of the Company and its Subsidiaries to explore or develop any Project Real Property, including the title to or ownership by the Company or any of its Subsidiaries of any Project Real Property. |
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| (xi) | All Water Rights are in good standing, unencumbered (other than Permitted Liens), are not subject to any third-party claim or challenge to the validity of the right held by the Company or its Subsidiaries, and not subject to any regulatory enforcement action, including cancellation or forfeiture proceedings, that would reasonably be expected to affect the ability of the Company or its Subsidiaries to use such Water Rights. |
| (xii) | None of the directors or officers of the Company or any of its Subsidiaries directly or indirectly owns in his or her personal capacity any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in the Project Real Property or in any permit, concession, mining claim, lease, licence or other right to explore for, exploit, develop, mine or produce minerals, ore or metals from or in any manner in relation to the Project Real Property and, to the knowledge of the Company, any other properties located within 20 kilometres of any Project Real Property. |
| (xiii) | The Company has provided the Purchaser with access to all material exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all material technical reports, feasibility studies and other similar reports and studies, in each case, concerning the Project Real Property, and the Company and/or its Subsidiaries have the sole right, title and ownership of all such information, data, reports and studies. |
| (xiv) | Other than pursuant to applicable Law or the Royalties or Permitted Liens, Taxes and annual mining claim maintenance fee obligations, none of the Project Real Property or any minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty or payment in the nature of rent or royalty. |
| (xv) | Other than pursuant to the Royalties, Permitted Liens and applicable Law, there are no material restrictions on the ability of any of the Company and the Subsidiaries to exploit the Project Real Property. |
| (xvi) | With respect to Unpatented Claims, except as disclosed in Schedule C (25)(xvi) of the Company Disclosure Letter: (A) subject to paramount title of the United States of America, the Company or one of its Subsidiaries is the sole owner of each Unpatented Claim, free and clear of all Liens (other than Permitted Liens); (B) each Unpatented Claim was validly located, recorded and filed with all appropriate Governmental Entities, and the monuments of location for the Unpatented Claims are on federal public land open for appropriation by mineral location; (C) all affidavits of assessment work and claim maintenance fees and all other filings required to maintain the Unpatented Claims in good standing in all material respects have been properly and timely made, recorded or filed with appropriate Governmental Entities; and (D) the Company or one of its Subsidiaries is in exclusive possession or control of the right to develop the minerals that are locatable under the Mining Law of 1872, located in, on or under the Unpatented Claims. |
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| (26) | Maintenance of Project Real Property. All mineral claim maintenance fees, recording fees, and Taxes and all other amounts have been paid, and all other actions and all other obligations that are necessary to preserve the validity, estate or title of the Project Real Property and to maintain the Project Real Property in good standing have been taken and complied with, respectively, in all material respects. |
| (27) | No Expropriation. No Project Real Property has been taken in condemnation or eminent domain proceeding by any Governmental Entity, nor has any written notice been given or proceeding commenced by a Governmental Entity in respect thereof, nor, to the knowledge of the Company, is there any threat to give any such notice or commence any such proceeding. |
| (28) | Employment Matters. Except as set forth in Schedule C (28) of the Company Disclosure Letter: |
| (i) | neither the Company nor any of its Subsidiaries is a party to or bound or governed by, or subject to: |
| (A) | any agreement providing for change of control or change of control termination payments to, any officer, employee or consultant of the Company (other than, in respect of a Company Employee, such as results by Law from the employment of an employee without an agreement as to notice or termination or severance); |
| (B) | any collective agreement or similar union or employee association agreement and no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any Company Employee by way of certification, interim certification, voluntary recognition or succession rights or has applied, to the knowledge of the Company, threatened to apply to be certified as the bargaining agent of any Company Employees. To the knowledge of the Company, there are no threatened or pending union organizing activities involving any Company Employees and there is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the Company, threatened against the Company or any Subsidiary; |
| (C) | any unfair labour practice complaint, grievance or arbitration proceeding, and, to the knowledge of the Company, neither the Company nor any Subsidiary is engaging or has since October 1, 2025 engaged in any unfair labour practice. To the knowledge of the Company, no trade union has applied to have the Company or its Subsidiaries declared a common or related employer pursuant to any labour relations legislation in any jurisdiction in which the Company or its Subsidiaries carries on business; |
| (D) | since October 1, 2025, any formal claim for wrongful dismissal, constructive dismissal or any other claim, complaint or litigation relating to employment, discrimination or termination of employment of any Company Employees or former employees or relating to any failure to hire a candidate for employment; or |
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| (E) | since October 1, 2025, any allegations, claims or reports of workplace harassment (including sexual harassment), discrimination or workplace violence, and the Company or its Subsidiaries, as applicable, have promptly, thoroughly and impartially investigated all workplace harassment (including sexual harassment), discrimination and workplace violence allegations and claims relating to the Company or its Subsidiaries of which the Company has knowledge and taken prompt corrective action that is reasonably calculated to prevent further workplace harassment (including sexual harassment), discrimination and workplace violence with respect to each such allegation or claim with potential merit; |
| (ii) | all amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Employee Plans have either been paid or are accurately reflected in the books and records of the Company or Subsidiary, as applicable, in all material respects; |
| (iii) | no Company Employee is employed pursuant to a work permit or visa issued by any applicable immigration authority, other than as disclosed in Schedule C (28) of the Company Disclosure Letter, which discloses in respect of each Company Employee who is employed pursuant to a work permit or visa the expiry date and whether Company or Subsidiary, as applicable, has made any attempts to renew such work permit or visa. The Company and its Subsidiaries are in compliance in all material respects with all terms and conditions of the work permits or visas and any labour market impact assessment confirmations. No audit by a Governmental Entity is being conducted or pending, or to the knowledge of the Company threatened, in respect of any foreign workers employed by the Company or its Subsidiaries; |
| (iv) | The Company and its Subsidiaries have complied with the WARN Act and all similar state, provincial, local or foreign laws, to the extent applicable, except to the extent such failure to comply would not result in Purchaser or any of its affiliates having any liability. There has been no “mass layoff”, “plant closing” (as defined by the WARN Act) or group termination with respect to the Company or any of its Subsidiaries; |
| (v) | Since October 1, 2025, the Company and its Subsidiaries have not, and are not currently planning or anticipating, any layoffs, terminations, furloughs, reductions in compensation or benefits or other cost-saving measures affecting any Company Employees, in each case, other than terminations of employment in the ordinary course of business; |
| (vi) | Schedule C (28) of the Company Disclosure Letter contains a correct and complete list of each Company Employee or independent contractor of the Company or any of its Subsidiaries, whether actively at work or not, showing without names or employee numbers; and |
| (vii) | Schedule C (28) of the Company Disclosure Letter lists any Company Employee currently on leave, together with the type of leave, the date the leave commenced and their expected date of return to work if known. |
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| (29) | Health and Safety. There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ compensation legislation in respect of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has been reassessed in any material respect under such legislation since October 1, 2025 and, to the knowledge of the Company, no audit of the Company or any of its Subsidiaries is currently being performed pursuant to any applicable workers compensation legislation. All orders and inspection reports, if any, issued under applicable Occupational Health and Safety legislation (“OHSA”) or Mine Safety and Health Administration legislation (“MSHA”) relating to the Company or any of its Subsidiaries since October 1, 2025, or relating to the Converse Project, have been provided to Purchaser. To the knowledge of the Company, there are no charges pending under OHSA or MSHA in respect of the Company or any of its Subsidiaries. The Company and each of its Subsidiaries has complied in all material respects with any orders issued under OHSA and MSHA, and there are no appeals of any orders under OHSA or MSHA currently outstanding. |
| (30) | Employment Laws. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and each of its Subsidiaries has operated in accordance with all terms and conditions of employment and all applicable Laws with respect to employment and labour, including employment and labour standards, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, leaves of absence, paid sick leave and unemployment insurance, wages and hours, employment insurance, immigration, work authorization, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights, worker classification, independent contractor classification, taxes, and there are no current, pending, or, to the knowledge of the Company, threatened proceedings before any Governmental Entity with respect to any such matters. |
| (31) | Acceleration of Benefits. Except as disclosed in Schedule C (31) of the Company Disclosure Letter, no person will, as a result of any of the transactions contemplated herein or in the Plan of Arrangement (whether alone or in connection with any other event (including a termination of employment)), become entitled to (i) any retirement, severance, termination, retention, bonus or other similar payment from the Company or any other payment under an Employee Plan, (ii) the acceleration of the vesting or the time to exercise of any outstanding stock option or employee or director awards of the Company or of any other material obligation pursuant to any Employee Plan, (iii) the forgiveness or postponement of payment of any indebtedness owing by such person to the Company, or (iv) receive any additional payments or compensation under or in respect of any employee or director benefits or incentive or other compensation plans or arrangements or Employee Plan from the Company. |
| (32) | Pension and Employee Benefits. |
| (i) | All material Employee Plans are listed in Schedule C (32)(i) of the Company Disclosure Letter. The Company has furnished to the Purchaser true, correct and complete copies of all material Employee Plans as amended as of the date hereof. |
| (ii) | Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Employee Plans have been established, registered (if required to be registered), invested, administered, funded, operated, maintained, in all respects, in accordance with all applicable Laws in respect of, the Employee Plans, including ERISA and the Code, as applicable. To the knowledge of the Company, all payments made pursuant to any Employee Plan that are required to be treated as wages have been properly reported as wages, subjected to all applicable withholding and employment Taxes and timely reported on the applicable Tax Returns and Forms W-2. No fact or circumstance exists that would reasonably be expected to adversely affect the preferential Tax treatment accorded to any such Employee Plan in any material respect. |
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| (iii) | Neither the Company, any Subsidiary nor any ERISA Affiliate sponsors, maintains, administers, contributes to, participates in, or has any obligation or liability with respect to any plan intended to be qualified under Section 401(a) of the Code, including any arrangement described in Section 401(k), 408(k) or 408(p) of the Code, and there are no pending, or to the knowledge of the Company, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Employee Plan or any trust related thereto. Except as set forth in Schedule C (32)(iii) of the Company Disclosure Letter, neither the Company nor any Subsidiary has made any binding commitment to establish or contribute to any such plan or arrangement. |
| (iv) | Since October 1, 2025, all payments that have become due and payable and that are described or characterized by the Company or any Subsidiary as IRA contributions, retirement payments, 401(k) payments or similar payments have been paid solely as taxable cash compensation through payroll and have not been paid or contributed by the Company or any Subsidiary directly to any individual retirement account or other retirement arrangement. Since October 1, 2025, all such payments have been made in accordance with the applicable employment agreements and other arrangements in all material respects, including any applicable employee substantiation requirements, and no current or former employee or other service provider has any unpaid or outstanding entitlement with respect thereto, other than amounts not yet due and payable in accordance with the terms of the applicable employment agreement or arrangement. |
| (v) | Neither the Company, its Subsidiaries nor any ERISA Affiliate maintains, contributes to, participates in or has an obligation to contribute to or any liability in respect of (i) a multiemployer plan within the meaning of Section 3(37) of ERISA, (ii) a “multiple employer plan” (within the meaning of Section 413 of the Code), (iii) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA) or (iv) a pension plan that is subject to Title IV of ERISA or Section 412 of the Code nor has the Company or any ERISA Affiliate maintained, contributed to, participated in or had any obligation to contribute to or any liability in respect of such plan, in each case, within the six (6)-year period immediately preceding the date hereof. Neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company, any party-in-interest or disqualified individual in respect of any Employee Plan, has committed any “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any Employee Plan that has subjected or is reasonably expected to subject the Company to a tax or penalty pursuant to Section 502 of ERISA or Section 4975 of the Code or any other liability with respect thereto. Each Employee Plan and any related contracts may be amended or terminated without penalty other than the payment of benefits, fees or charges accrued or incurred through the date of termination. |
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| (vi) | Except as set forth in Schedule C (31) of the Company Disclosure Letter, and except for payments due as a result of the vesting acceleration or termination of Options, Warrants, DSUs, or RSUs, the signing of this Agreement and the consummation of transactions contemplated under the Agreement will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee, director, officer or independent contractor; (ii) directly or indirectly cause the Company to transfer or set aside any assets to fund any benefits under any Employee Plan; (iii) otherwise give rise to any material liability under any Employee Plan; (iv) result in the breach or violation of or default under, or limit or restrict the right to amend, terminate or transfer the assets of the Employee Plan on or following the Effective Time; or (v) result in any payment that would constitute an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code) to any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries or that would be required to be included by any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries or affiliates in gross income under Code Section 409A(a)(1)(A) as a result of a violation of Code Section 409A. The Company does not have an obligation to gross-up, indemnify or otherwise reimburse any current or former service provider to the Company or its affiliates for any tax incurred by such service provider pursuant to Section 280G, 409A or 4999 of the Code. Schedule C (31) of the Company Disclosure Letter lists each Person who is or could reasonably be expected to be a “disqualified individual” within the meaning of Section 280G of the Code. |
| (vii) | Except as disclosed in Schedule C (31) of the Company Disclosure Letter, each arrangement that constitutes “non-qualified deferred compensation” within the meaning of Code Section 409A has been in operational and documentary compliance with or is otherwise exempt from Code Section 409A since the applicable deadline for such compliance with or exemption from Code Section 409A. |
| (viii) | Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) neither the Company, any Subsidiary nor any ERISA Affiliate is, or, to the knowledge of the Company, has ever been, an “applicable large employer” within the meaning of Section 4980H(c)(2) of the Code; (B) neither the Company nor any Subsidiary has incurred, and no facts or circumstances exist that would reasonably be expected to result in, any Tax, penalty or other liability under the Patient Protection and Affordable Care Act of 2010, and all regulations thereunder (together, the “ACA”), including Sections 4980D or 4980H of the Code; (C) Company and its Subsidiaries have timely and accurately completed all reporting required under Sections 6055 and 6056 of the Code, to the extent applicable; and (D) any health, medical or insurance stipend or allowance provided to a U.S. employee has been paid solely as unrestricted taxable cash compensation through payroll, has not been conditioned on the employee’s purchase or maintenance of individual health insurance or submission of substantiation of medical expenses, and has not been treated or administered as an employer reimbursement of individual health insurance premiums or medical expenses. |
| (ix) | Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all contributions, and premiums owing under the Employee Plans have been paid when due in accordance with the terms of the Employee Plans and applicable Laws, or the Company has made full and adequate disclosure of and provision for such amounts in the books and records. All Employee Plans that provide group benefits are established through a contract of insurance, and no retroactive increase in premiums is permitted thereunder. |
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| (x) | The Company and each of its Subsidiaries has never sponsored, administered, contributed to or been obligated to contribute to a “registered pension plan”, a “retirement compensation arrangement”, an “employee life and health trust”, a “registered retirement savings plan”, a “deferred profit sharing plan”, an "employees profit sharing plan", or an “employee trust”, as each such term is defined in subsection 248(1) of the Tax Act. |
| (xi) | Except as set forth in Schedule C (32)(xi) of the Company Disclosure Letter, neither the Company nor any Subsidiary has any current or projected liability in respect of, and does not sponsor or otherwise provide any, post-employment or post-retirement health or medical benefits or life insurance or death benefits or other post-retirement welfare benefits to any Person except as may be required under the continuation coverage rules as provided under Sections 601 through 608 of ERISA (“COBRA”) or any other similar applicable state Law or to the minimum extent required under applicable Canadian employment standards legislation. |
| (xii) | Subject to the requirements of applicable Laws, no provision of any Employee Plan prohibits the Company or any of its Subsidiaries from unilaterally amending or terminating any Employee Plan, and no commitments to improve or otherwise amend any Employee Plan have been made. |
| (xiii) | Other than in respect of routine claims for benefits, no Employee Plan, no administrator of any Employee Plan, and no member of any body which administers an Employee Plan, nor the Company or any of its Subsidiaries, is subject to any pending or, to the knowledge of the Company, threatened action, investigation, examination, claim (including claims for income taxes, interest, penalties, fines or excise taxes) or any other proceeding initiated by any Person. |
| (xiv) | No advance Tax ruling has been sought or received in respect of any Employee Plan. |
| (xv) | No Person other than the Company or a Subsidiary is a participating employer under any Employee Plan. |
| (xvi) | All employee data necessary to administer each Employee Plan in accordance with its terms and conditions and all Laws is in possession of the Company or Subsidiary, as applicable, and such data is complete, correct, and in a form which is sufficient for the proper administration of each Employee Plan. |
| (33) | Independent Contractors. To the knowledge of the Company, each independent contractor and consultant has been properly classified by the Company as an independent contractor and the Company has not received notification from any Governmental Entity challenging the classification of any individual who performs services for the Company’s business as an independent contractor or consultant. Schedule C (28) of the Company Disclosure Letter contains a true and complete listing of all independent contractors and consultants (who are natural persons) engaged by the Company or any Subsidiary, including the name, location of services (including province or state) role or discipline, duration of engagement and engagement start date, consulting fees, any other forms of compensation or benefits, and whether they are subject to a written Contract. Current and complete copies of all such written Contracts have been provided to the Purchaser. |
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| (34) | Environmental Compliance. |
| (i) | The operations of the Company and its Subsidiaries at the Converse Project, have been since October 1, 2025 and are in compliance with all Environmental Laws, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. |
| (ii) | The Company and its Subsidiaries have obtained or maintained all material Authorizations and all Financial Assurances required under Environmental Laws to operate the Converse Project as currently operated. |
| (iii) | None of the Company or its Subsidiaries have used since October 1, 2025, except in compliance in all material respects with all Environmental Laws, any of the Project Real Property to Release, dispose, recycle, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance. |
| (iv) | To the knowledge of the Company, there is and has been no presence or Release of any Hazardous Substance at, on, in, from or under any of the Project Real Property, and no Hazardous Substances is or have been generated from the Company’s or its Subsidiaries’ use of such Project Real Property, except in compliance in all material respects with all Environmental Laws. |
| (v) | None of the Company or its Subsidiaries, nor any of the Project Real Property, is subject to any pending or, to the knowledge of the Company, threatened: |
| (A) | material claim, notice, complaint, allegation, investigation, application, order, requirement or directive, in writing, that relates to Environmental Law, in each such case, which would reasonably require or result in any material work, repairs, rehabilitation, reclamation, remediation, obligations, liabilities or expenditures (and, to the knowledge of the Company, there is no basis for such a material claim, notice, complaint, allegation, investigation, application, order, requirement or directive); |
| (B) | material allegation, demand, direction, order, notice or prosecution with respect to Environmental Law and neither the Company nor any of its Subsidiaries have settled any material allegation of non-compliance with Environmental Laws prior to prosecution; or |
| (C) | listing, or proposal for listing, on any list issued by any Governmental Entity of hazardous sites or sites requiring any material work, repairs, rehabilitation, reclamation, remediation, obligations, liabilities or expenditures under Environmental Laws, including under CERCLA or any similar federal, provincial, state, municipal or local law. |
| (vi) | The Company has made available to the Purchaser a true and complete copy of (i) each material environmental audit, assessment, study or test relating to the Project Real Property, including any environmental and social impact assessment study reports and any other material environmental information, and (ii) each Financial Assurance, in each case, in its possession and control. |
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| (vii) | There are no material liabilities under Environmental Law in respect of the operations of the Company and its Subsidiaries at the Converse Project other than those identified in the Technical Reports and the Financial Statements. |
| (35) | Insurance. All material insurance policies of the Company are disclosed in Schedule C (35) of the Company Disclosure Letter. Such policies are in full force and effect and will not be canceled or otherwise terminated as a result of the transactions contemplated herein. Such policies adequately cover all risks as are customarily covered by businesses in the industry in which the Company and its Subsidiaries operate. The Company and its Subsidiaries are in compliance in all material respects with all requirements with respect to such policies. All premiums due and payable prior to the date hereof under all such policies have been paid. The Company and its Subsidiaries have not received any notice of cancellation or termination with respect to any such policy. There has been no denial, rejection or dispute of material claims by the insurers of the Company or any of its Subsidiaries or as to which any such insurer has made any reservation of rights or refused to cover all or any material portion of such claims. |
| (36) | Books and Records. Except as set forth in Schedule C (36) of the Company Disclosure Letter, to the knowledge of the Company, the minute books and corporate records of the Company and Converse Acquisition Company, Limited and Converse Resources LLC have been maintained in accordance with all applicable Laws in all material respects since October 1, 2025, and such minute books and corporate records are complete and accurate in all material respects, except for minutes of meetings where the only business was in relation to the Arrangement. |
| (37) | Non-Arm’s Length Transactions. Other than employment, consulting, services or compensation agreements entered into in the Ordinary Course, there are no current material Contracts or other transactions between the Company or any of its Subsidiaries, on the one hand, and any (a) officer, director, employee, consultant or agent of, or independent contractor to, the Company or any of its Subsidiaries, (b) holder of record or, to the knowledge of the Company, beneficial owner of 10% or more of the outstanding Common Shares, or (c) affiliate or associate of any such officer, director, employee, consultant, agent, independent contractor or Shareholder, on the other hand. |
| (38) | Aboriginal Matters. |
| (i) | Neither the Company nor any of its Subsidiaries has received any written notice of any Aboriginal Claim which relates to, affects, or would reasonably be expected to materially affect or impair the Company’s or any of the Subsidiaries’ right, title or interest in or activities on the Project Real Property. |
| (ii) | To the knowledge of the Company, no Aboriginal Claim has been threatened by any Aboriginal Peoples which relates to or materially affects the Company’s or any of the Subsidiaries’ right, title or interest in or activities on the Project Real Property. |
| (iii) | There are no current, pending or, to the knowledge of the Company, threatened Aboriginal Claims that could reasonably be expected to prevent or impair the Company’s or any of the Subsidiaries’ right, title or interest in the Project Real Property or activities on the Project Real Property. |
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| (iv) | No Aboriginal blockade, occupation, illegal action or on-site protest has occurred or, to the knowledge of the Company, has been threatened in connection with the Company’s or any of the Subsidiaries’ right, title or interest in the Project Real Property. |
| (v) | There is no memorandum of agreement, exploration, impact and benefit or any other agreement, or any ongoing or outstanding negotiations or any commitment to negotiate any of the foregoing, between the Company or any of its Subsidiaries and any Aboriginal Peoples respecting the Project Real Property. |
| (vi) | No Aboriginal Information has been received by the Company or any of its Subsidiaries which would reasonably be expected to materially affect or impair the Company’s or any of its Subsidiaries’ right, title or interest in any Project Real Property or activities on the Project Real Property. |
| (vii) | To the knowledge of the Company, there have been no other “no work” zones on any of the Project Real Property that are subject to Aboriginal Claims. |
| (39) | Historic Sites. |
| (i) | To the knowledge of the Company, neither the Company nor any of its Subsidiaries has received any written notice of any Historic Site which relates to, affects, or would reasonably be expected to materially affect or impair the Company’s or any of the Subsidiaries’ right, title or interest in or activities on the Project Real Property. |
| (ii) | To the knowledge of the Company, no Historic Site has been identified which relates to, affects, or would reasonably be expected to materially affect or impair the Company’s or any of the Subsidiaries’ right, title or interest in or activities on the Project Real Property. |
| (iii) | To the knowledge of the Company, there are no other archaeological sites or other artifacts regulated by any Governmental Entity that have been identified on any Project Real Property, or other areas that are still pending reporting to, or additional assessment or review by, such Governmental Entity which relate to, affect, or would reasonably be expected to materially affect or impair the Company’s or any of the Subsidiaries’ right, title or interest in or activities on the Project Real Property. |
| (iv) | To the knowledge of the Company, there have been no other “no work” zones on the Project Real Property that related to Historic Sites which relate to, affect, or would reasonably be expected to materially affect or impair the Company’s or any of the Subsidiaries’ right, title or interest in or activities on the Project Real Property. |
| (v) | To the knowledge of the Company, there have been no reportable incidents involving any archaeological sites or artifacts on any Project Real Property. |
| (40) | NGOs and Community Groups. |
| (i) | No authorized legal representative of any community in the vicinity of any of the Project Real Property has communicated in writing to the Company or any of its Subsidiaries a requirement that (a) the consent of such community be obtained as a condition to continued operation of any such Project Real Property or (b) a material increase in the compensation payments payable by the Company or any of its Subsidiaries under any community development or social framework or similar agreements as a condition to the continued operation of such Project Real Property. |
“C” - 25
| (ii) | No dispute exists or is threatened in writing between community groups and the Company and its Subsidiaries with respect to their respective businesses, assets and operations, except for such disputes that would not, individually or in the aggregate, have a Material Adverse Effect. |
| (41) | Financial Advisors or Brokers. The Company and its Subsidiaries have not incurred any obligation or liability, contingent or otherwise, or retained or agreed to pay or reimburse any broker, finder, financial advisor or investment banker for any brokerage, finder’s, advisory or other fee or commission, or for the reimbursement of expenses, in connection with this Agreement, the transactions contemplated hereby or any alternative transaction in relation to the Company or any of its Subsidiaries, other than with respect to the Financial Advisors. The Company has provided to the Purchaser correct and complete copies of the engagement agreements under which each Financial Advisor has agreed to provide services to the Company. Schedule C (41) of the Company Disclosure Letter sets out a reasonable estimate of the aggregate dollar amount determined to be payable to and as agreed upon with each Financial Advisor in such agreements. |
| (42) | Fairness Opinions. The Board has received the Fairness Opinions, which opinions have not been modified, amended, qualified or withdrawn as of the date of the Arrangement Agreement. The Company has been authorized by each of the Financial Advisors to include references thereto in the Company Circular, on the terms and subject to the conditions set forth in the Contracts with the Financial Advisors. |
| (43) | Board Approval. The Board, after receiving financial and legal advice and the Fairness Opinions, has unanimously determined that the Arrangement is fair and reasonable to the Securityholders and in the best interests of the Company, and has resolved, subject to the terms of this Agreement, to recommend that the Securityholders vote in favour of the Arrangement Resolution. |
| (44) | HSR Act Matters. |
| (i) | The Project Real Property (including all production and exploration assets, natural resources and other assets incidental to the ownership of the Project Real Property) has not generated total revenues in excess of US$5,000,000, individually or in the aggregate, during the thirty-six (36) months preceding the date of this Agreement, and the Company has no reason to believe that the Project Real Property will generate total revenues in excess of such amount during the thirty-six (36) months preceding the Effective Date. |
| (ii) | No manufacturing or non-manufacturing facility is located on or forms part of the Project Real Property, whether or not such facility has begun operation, and no such facility has been in operation on the Project Real Property at any time during the twelve (12) months preceding the date of this Agreement. No mine, mill, processing plant or other production facility has been constructed, or is under construction, on any of the Project Real Property. |
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Schedule D
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT
| (1) | Organization and Power. Each of the Purchaser and the Parent has been duly and validly formed and organized, is validly existing under the laws of its jurisdiction of formation, has all requisite corporate or other power and authority to carry out the provisions hereof and has full power and capacity to execute, deliver and perform its obligations hereunder and under any other document or agreement contemplated hereby and to complete the transactions contemplated herein. |
| (2) | Authority Relative to this Agreement. Each of the Purchaser and the Parent has the requisite corporate power, authority and capacity to enter into this Agreement and any other agreements and documents contemplated hereunder and (subject to obtaining the Interim Order, the Final Order and the Required Approval) to perform its obligations hereunder and thereunder and to complete the transactions contemplated hereunder and thereunder. The execution and delivery of this Agreement and any other agreements and documents contemplated hereunder and the performance by each of the Purchaser and the Parent of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of each of the Purchaser and the Parent and no other corporate proceedings on the part of the Purchaser and the Parent are necessary to authorize the execution and delivery by it of this Agreement and any other agreements and documents contemplated hereunder or, subject to obtaining the Required Approval, the Interim Order and the Final Order, the completion by the Purchaser and the Parent of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Purchaser and the Parent and constitutes a legal, valid and binding obligation of the Purchaser and the Parent enforceable against the Purchaser and the Parent in accordance with its terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies, including specific performance, may only be granted in the discretion of a court of competent jurisdiction. |
| (3) | Required Approvals. No Authorization, or filing with, or notification to, any Governmental Entity is required to be obtained or made by or with respect to the Purchaser and the Parent for the execution and delivery of this Agreement or the performance by the Purchaser and the Parent of its obligations hereunder, the completion by the Purchaser and the Parent of the Arrangement, and any other transaction contemplated by this Agreement, other than: |
| (i) | compliance with the applicable requirements of Securities Laws and the rules and policies of any applicable stock exchange; |
| (ii) | the Interim Order and any filings required in order to obtain, and approvals required under, the Interim Order; |
| (iii) | the Final Order, and any filings required in order to obtain the Final Order; and |
| (iv) | any filings required under the BCBCA. |
| (4) | No Violation. The execution, delivery and performance by the Purchaser and the Parent of this Agreement and the consummation of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition): |
| (i) | contravene, conflict with, or result in any violation or breach of the constating documents of the Purchaser and the Parent; or |
“D” - 1
| (ii) | assuming compliance with the matters referred to in paragraph (3) above, contravene, conflict with or result in a violation or breach of Law. |
| (5) | Sufficient Funds. The Purchaser and the Parent, together, shall have sufficient funds available on the Effective Date to pay the aggregate Cash Consideration as required by this Agreement and the Plan of Arrangement and to satisfy all other obligations payable at or prior to the Effective Time by the Purchaser pursuant to this Agreement and the Plan of Arrangement. The Purchaser acknowledges and confirms that its obligations hereunder are not subject to any conditions relating to its ability to obtain financing for the Arrangement and the other transactions contemplated by this Agreement. |
| (6) | Investment Canada Act. The Purchaser and the Parent each hereby represents that it is a “WTO investor” that is not a “state-owned enterprise” under the Investment Canada Act R.S.C. 1985, c. 28. |
| (7) | Security Ownership. The Purchaser and the Parent do not beneficially own any securities of the Company or any of its affiliates. |
| (8) | Ownership of Purchaser. The Purchaser is a wholly-owned subsidiary of the Parent. |
| (9) | Litigation. As of the date of this Agreement, (a) there are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Purchaser or the Parent, threatened, against or involving the Purchaser or the Parent or any of their respective affiliates by or before any Governmental Entity and (b) none of the Purchaser, the Parent or any of their respective affiliates are subject to any outstanding judgment, order, writ, injunction or decree that, in the case of each clause (a) and (b), either individually or in the aggregate, is reasonably likely to prevent or materially delay consummation of the Arrangement or the transactions contemplated hereby. |
“D” - 2
SCHEDULE
E
SPINCO CONTRIBUTION AGREEMENT
[See attached]
“E” - 1
ROXMORE RESOURCES INC.
and
RoxOn Resources Inc.
CONTRIBUTION AND TRANSFER AGREEMENT
Dated as of [●]
TABLE OF CONTENTS
Page
|
Article 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION | ||
| Section 1.1 | Definitions | 5 |
| Section 1.2 | Certain Rules of Interpretation | 9 |
| Section 1.3 | General Provisions | 10 |
| Section 1.4 | Timing of Contributions | 10 |
|
Article 2 CONVEYANCE AND CONSIDERATION | ||
| Section 2.1 | Conveyance of Transferred Assets | 10 |
| Section 2.2 | Consideration for Conveyance of Transferred Assets | 10 |
| Section 2.3 | Assumption of Transferee Liabilities | 11 |
| Section 2.4 | Cash Contribution | 11 |
| Section 2.5 | Transfer of Ownership and Risk | 11 |
|
Article 3 TAX MATTERS RELATING TO TRANSFER | ||
| Section 3.1 | Section 85 Election | 11 |
| Section 3.2 | Allocation of Purchase Price | 12 |
| Section 3.3 | Transfer Taxes | 12 |
| Section 3.4 | Straddle Period | 12 |
| Section 3.5 | Tax Cooperation | 13 |
| Section 3.6 | Mandatory Disclosure Rules | 14 |
|
Article 4 CONVEYANCING MATTERS AND CLOSING DELIVERIES | ||
| Section 4.1 | Newton Contracts and Third Party Consents | 14 |
| Section 4.2 | Conveyancing | 14 |
| Section 4.3 | Deliveries at the Effective Time | 15 |
| Section 4.4 | Books and Records | 16 |
|
Article 5 REPRESENTATIONS AND WARRANTIES | ||
| Section 5.1 | Representations and Warranties of the Transferor | 16 |
| Section 5.2 | Representations and Warranties of the Transferee | 16 |
| Section 5.3 | Disclaimer and Acknowledgement of the Transferee | 17 |
|
Article 6 INDEMNIFICATION | ||
| Section 6.1 | Substitution and Subrogation | 17 |
| Section 6.2 | Indemnification of Transferor | 17 |
| Section 6.3 | Acknowledgement of the Transferor | 18 |
| Section 6.4 | Adjustment to Purchase Price | 18 |
|
Article 7 MISCELLANEOUS PROVISIONS | ||
| Section 7.1 | Third Party Beneficiaries | 19 |
| Section 7.2 | Entire Agreement | 19 |
| Section 7.3 | Confidential Information | 19 |
| Section 7.4 | Notices | 19 |
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| ADDENDA | ||
| Schedule “A” | ||
| ALLOCATION OF PURCHASE PRICE AND FAIR MARKET VALUE OF THE TRANSFERRED ASSETS | ||
| Schedule “B” NEWTON CONTRACTS | ||
CONTRIBUTION AND TRANSFER AGREEMENT
THIS AGREEMENT entered into on [●] day of [●], 2026 between ROXMORE RESOURCES INC., a corporation incorporated under the laws of the Province of British Columbia (the “Transferor”), and RoxOn Resources Inc., a corporation incorporated under the laws of the Province of Ontario (the “Transferee”).
WHEREAS the Transferor, SSR (as defined herein) and Acquireco (as defined herein) have entered into the Arrangement Agreement (as defined herein), pursuant to which Acquireco has agreed to acquire all of the issued and outstanding Transferor Shares (as defined herein) pursuant to the Arrangement (as defined herein) under section 288 of the BCBCA (as defined herein);
AND WHEREAS pursuant to the Arrangement Agreement, prior to the Effective Time (as defined herein), the Transferor completed the SpinCo Reorganization (as defined herein), pursuant to which the following transactions, among others, have occurred:
| (a) | the Transferor incorporated 1611235 B.C. Ltd. (“NewtonCo”) as a wholly-owned subsidiary of the Transferor under the BCBCA; |
| (b) | the Transferor transferred, assigned and conveyed to NewtonCo all of the Transferor’s right, title and interest in and to the Newton Assets, including the assignment to NewtonCo of all of the Transferor’s rights and obligations under the Newton Contracts, in consideration for the issuance by NewtonCo to the Transferor of [●] common shares in the capital of NewtonCo and the assumption by NewtonCo of the Newton Liabilities; |
| (c) | the Transferor incorporated the Transferee under the OBCA and subscribed for the Initial Transferee Share; and |
| (d) | the Transferor completed such other steps as are described in the definition of “SpinCo Reorganization” in the Arrangement Agreement. |
AND WHEREAS, following the completion of the SpinCo Reorganization and in accordance with section 4.3 of the Arrangement Agreement, the Transferor wishes to transfer to the Transferee, and the Transferee wishes to acquire from the Transferor, the Transferred Assets, being the Subsidiary Shares and the Cash Contribution, in consideration for the issuance by the Transferee to the Transferor of the Consideration Shares and the assumption by the Transferee of the Transferee Liabilities, on the terms and subject to the conditions set forth in this Agreement;
AND WHEREAS, pursuant to the Plan of Arrangement, following the Effective Time (a) each Transferor Share (other than Transferor Shares then held by AcquireCo) will be exchanged for one Class A Share and the SpinCo Share Consideration pursuant to section 86 of the Tax Act, such that the former holders of Transferor Shares will, in the aggregate, hold 85.01% of the issued and outstanding Transferee Shares and the Transferor will continue to hold the Retained Transferee Shares, being 14.99% of the issued and outstanding Transferee Shares, and (b) AcquireCo will acquire all of the issued and outstanding Class A Shares;
AND WHEREAS in connection with the implementation of the Arrangement, the Parties wish to provide for the transfer of the Transferred Assets to the Transferee, the issuance by the Transferee of the Consideration Shares and the assumption by the Transferee of the Transferee Liabilities on the terms and conditions set forth in this Agreement;
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NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Transferor and the Transferee, the Parties hereby agree as follows:
Article 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
| Section 1.1 | Definitions |
| (1) | In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings respectively and grammatical variations of such terms shall have the corresponding meanings: |
“Affiliate” has the meaning assigned to such term under the BCBCA;
“Acquireco” means 1611454 B.C. Unlimited Liability Company, an unlimited liability company incorporated under the laws of British Columbia;
“Agreement” means this contribution and transfer agreement, including any schedules hereto, and all amendments hereto or restatements hereto as permitted;
“Arrangement Agreement” means the arrangement agreement, including all schedules annexed thereto, made between the Transferor, SSR and Acquireco dated October 13, 2026, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;
“Arrangement” means the arrangement of the Transferor under the provisions of section 288 of the BCBCA on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment or supplement thereto made in accordance with the Arrangement Agreement or the Plan of Arrangement or at the direction of the Court in the Final Order;
“BCBCA” means the Business Corporations Act (British Columbia) and the regulations made thereunder;
“Business Day” means a day other than a Saturday or a Sunday, or any other day on which commercial banking institutions in Vancouver, British Columbia or Toronto, Ontario are authorized or required by applicable law to be closed;
“Cash Contribution” means cash in the amount of $[●];1
“Class A Shares” has the meaning assigned to such term in the Plan of Arrangement;
“Consideration Shares” has the meaning assigned to such term in Section 2.2(b);
“Court” means the Supreme Court of British Columbia;
“Effective Date” means the date on which the Plan of Arrangement becomes effective;
“Effective Time” has the meaning assigned to such term in Section 1.4;
“Final Order” means the final order of the Court approving the Arrangement, as such order may be amended by the Court with the consent of the Transferor and SSR at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;
1 To be equal to the Canadian dollar equivalent of US$10M converted using the daily average exchange rate for USD published by the Bank of Canada for the Business Day immediately preceding the Effective Date.
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“Governmental Entity” has means (a) any international, multinational, national, federal, provincial, state, regional, county, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (b) any subdivision or authority of any of the above, (c) any quasi-governmental or private body exercising any statutory, regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange;
“Initial Transferee Share” means the one Transferee Share issued to the Transferor on the incorporation of the Transferee;
“Liability” means any liability, indebtedness or obligation of any kind, whether accrued, contingent or otherwise;
“Losses” in respect of any matter, means all claims, demands, proceedings, losses, damages, Taxes, Liabilities, deficiencies, costs, expenses and judgments (including all interest, penalties, amounts paid in settlement and reasonable out-of-pocket legal and other professional fees and disbursements, but excluding loss of profit and special or consequential damages) arising directly or indirectly as a consequence of such matter, less in all cases any insurance proceeds and Tax benefits actually received or realized in respect thereof;
“Mandatory Disclosure Rules” has the meaning assigned to such term in Section 3.6.
“Newton Assets” means all of the right, title and interest of the Transferor, immediately prior to the completion of the SpinCo Reorganization, in and to the Newton Project, including (a) the Newton Mineral Tenures, (b) all permits, licences, authorizations and approvals issued by any Governmental Entity in respect of the Newton Project, (c) the Newton Contracts, (d) all surface rights, access rights and other real property interests relating to the Newton Project, (e) all equipment, supplies and other tangible personal property located at or used exclusively in connection with the Newton Project, and (f) all exploration, geological, geophysical, drilling, assay, engineering, environmental and other data, samples, reports, records and information relating to the Newton Project, including all maps;
“Newton Contracts” means all contracts, agreements, options, leases, purchase agreements, royalty agreements, earn-in agreements, surface access and exploration agreements, and other instruments to which the Transferor is a party or by which it is bound that relate exclusively or primarily to the Newton Project, including those set out in Schedule “B”;
“Newton Liabilities” means all Liabilities of the Transferor arising out of the ownership or operation of, or otherwise relating to, the Newton Project or the Newton Assets, including all Liabilities under the Newton Contracts, whether incurred or arising before or after the completion of the SpinCo Reorganization;
“Newton Mineral Tenures” means all mineral claims, mineral tenures and other mineral interests comprising the Newton Project;
“Newton Project” means the mineral exploration project known as the Newton Project located near Williams Lake, British Columbia, as described in the Company Filings (as defined in the Arrangement Agreement);
“NewtonCo” has the meaning assigned to such term in the recitals hereto;
“OBCA” means the Business Corporations Act (Ontario) and the regulations made thereunder;
“Parties” means, together, the Transferor and the Transferee, and “Party” means any one of them;
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“Person” includes any individual, sole proprietorship, corporation, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, incorporated or unincorporated association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status;
“PGV Patriot” means PGV Patriot Gold Vault Ltd., a company incorporated under the BCBCA and a wholly-owned subsidiary of the Transferor;
“PGV US” means PGV U.S. Corp., a corporation incorporated under the laws of the State of Nevada and a wholly-owned subsidiary of PGV Patriot;
“Plan of Arrangement” has the meaning assigned to such term in the Arrangement Agreement;
“Post-Closing Tax Period” means any a taxation period commencing on or after the completion of the step set forth in section 2.4(l) of the Plan of Arrangement;
“Pre-Closing Taxes” means, without duplication, (a) any Taxes of the Transferor, any Affiliate of Transferor (excluding any SpinCo Subsidiary) or any SpinCo Subsidiary arising as a result of, or in connection with, the completion of the SpinCo Reorganization, the transactions contemplated by this Agreement or the steps of the Plan of Arrangement that in each case directly relate to the Transferee or the Transferee Shares (including, for greater certainty, any Taxes arising from the disposition by the Transferor of the SpinCo Share Consideration pursuant to the Plan of Arrangement); and (b) any Taxes of the Transferor attributable to the ownership or operation of the Transferred Assets, the SpinCo Subsidiaries or the SpinCo Properties for any Pre-Closing Tax Period; but excluding, for greater certainty, any Taxes of the Transferor attributable to the Specified Assets or to any period beginning on or after the Effective Date;2
“Pre-Closing Tax Period” means any taxation period, or the portion of any Straddle Period, ending before the completion of the step set forth in section 2.4(l) of the Plan of Arrangement;
“Purchase Price” has the meaning assigned to such term in Section 2.2(a);
“Retained Transferee Shares” means the Transferee Shares held by the Transferor immediately following the completion of the Arrangement, representing 14.99% of the issued and outstanding Transferee Shares at such time;
“Specified Assets” means all of the rights, privileges, authorizations, properties and assets of the Transferor and its subsidiaries other than the Transferred Assets and the assets that are the subject of the SpinCo Reorganization, including the Newton Assets;
“SpinCo Properties” means the Newton Project, the Rattlesnake Hills Project located in Natrona County, Wyoming, and the Shabu River Property located near Red Lake, Ontario, each as described in the Company Filings;
“SpinCo Reorganization” means the transactions described in the second recital to this Agreement, being the “SpinCo Reorganization” as defined in the Arrangement Agreement;
“SpinCo Share Consideration” has the meaning assigned to such term in the Arrangement Agreement;
2 Parties agree that intention of clause is to reflect, across all relevant agreements, indemnification of Transferor for SpinCo Reorganization generated tax liabilities and NewtonCo transfer tax liabilities. To be reflected in finalized agreement.
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“SpinCo Subsidiaries” means, collectively, NewtonCo, Taura, PGV Patriot and PGV US, and “SpinCo Subsidiary” means any one of them;
“SSR” means SSR Mining Inc., a company incorporated under the laws of British Columbia;
“Straddle Period” means any taxation period of the Transferor, any Affiliate of Transferor (excluding any SpinCo Subsidiary), the Transferee and each SpinCo Subsidiary that begins on or before the Effective Date and ends after the time of completion of the step set forth in section 2.4(l) of the Plan of Arrangement;
“Subsidiary Shares” means all of the issued and outstanding shares in the capital of each of NewtonCo, Taura and PGV Patriot, all of which are registered in the name of, and beneficially owned by, the Transferor;
“Surviving Company” means any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of the Transferor with or into one or more other entities (pursuant to a statutory procedure or otherwise) and any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of any such company with or into one or more other entities;
“Taura” means Taura Gold Inc., a company incorporated under the BCBCA and a wholly-owned subsidiary of the Transferor;
“Tax Act” means the Income Tax Act (Canada), as amended;
“Tax Return” means any and all returns, reports, declarations, elections, notices, forms, claims for refund, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes, including any schedule, attachment, supplement, appendix, or exhibit thereto, and including any amendment thereof.
“Taxes” has the meaning assigned to such term in the Arrangement Agreement.
“Transfer Taxes” means the goods and services tax and harmonized sales tax payable under Part IX of the Excise Tax Act (Canada), value added tax, sales tax, use tax, retail sales tax, land transfer tax or any other similar tax imposed by any applicable Governmental Entity;
“Transferee” has the meaning assigned to such term on the first page of this Agreement, and includes its successors and assigns;
“Transferee Books and Records” means all corporate records, minute books, share registers, books of account, accounting records, Tax records and other books, records, files and data (in all formats) of or relating to the SpinCo Subsidiaries, the SpinCo Properties or the Transferred Assets that are in the possession or control of the Transferor, all exploration, geological, geophysical, drilling, assay, engineering, environmental and other data, samples, reports, records and information relating to the SpinCo Properties, including all maps;
“Transferee Liabilities” means all Liabilities of the Transferor arising out of the ownership or operation of, or otherwise relating to, the Transferred Assets, the SpinCo Subsidiaries or the SpinCo Properties, including the Newton Liabilities (to the extent not assumed by NewtonCo pursuant to the SpinCo Reorganization), whether incurred or arising before or after the Effective Date;
“Transferee Shares” means common shares in the capital of the Transferee;
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“Transferor” has the meaning assigned to such term on the first page of this Agreement, and includes its successors and permitted assigns;
“Transferor Claim” has the meaning assigned to such term in Section 6.2(b);
“Transferor Indemnified Parties” means the Transferor, SSR, Acquireco, their respective Affiliates and the respective directors, officers, employees and agents of the foregoing, and the respective predecessors, successors, assigns, executors, trustees, heirs and personal representatives of any of the foregoing;
“Transferor Indemnity Notice” has the meaning assigned to such term in Section 6.2(b);
“Transferor Liabilities” means all Liabilities of the Transferor other than the Transferee Liabilities;
“Transferor Shares” means common shares in the capital of the Transferor; and
“Transferred Assets” means, collectively, the Subsidiary Shares and the Cash Contribution, as set out in Schedule “A”.
| Section 1.2 | Certain Rules of Interpretation |
In this Agreement:
| (a) | Consent. Whenever a provision of the Agreement requires an approval or consent by a Party and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent. |
| (b) | Currency. Unless otherwise specified, all references to “$”, dollars or money amounts are to lawful currency of Canada. |
| (c) | Governing Law. The Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia. |
| (d) | Headings. Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of the Agreement. |
| (e) | Including. Where the words “including” or “includes” are used in the Agreement, it means “including (or includes) without limitation”. |
| (f) | No Strict Construction. The language used in the Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. |
| (g) | Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders, including the neuter gender. |
| (h) | Statutory References. A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation. |
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| (i) | Schedules. Schedule “A” (Transferred Assets and Allocation of Purchase Price) and Schedule “B” (Newton Contracts) are attached to, form part of and are incorporated in this Agreement. |
| (j) | Time. Time is of the essence in the performance of the Parties’ respective obligations. |
| Section 1.3 | General Provisions |
| (a) | Assignment. No Party may assign this Agreement or any rights or obligations under the Agreement without the prior written consent of each of the other Parties, such consent not to be unreasonably withheld. |
| (b) | Enurement. The Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors (including any Surviving Company and for greater certainty any successor by reason of amalgamation of any Party) and permitted assigns. |
| (c) | Further Assurances. The Parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions. |
| (d) | Amendment and Waiver. This Agreement may not be amended, and no provision of this Agreement may be waived, except by a written instrument signed on behalf of each of the Parties. |
| (e) | Execution and Delivery. This Agreement may be executed by the Parties in counterparts and may be executed and delivered by electronic transmission and all such counterparts shall together constitute one and the same agreement. |
| Section 1.4 | Timing of Contributions |
Notwithstanding any other provision of this Agreement or the time of execution of this Agreement, this Agreement shall for all purposes be effective at the time specified in the Plan of Arrangement (the “Effective Time”).
Article 2
CONVEYANCE AND CONSIDERATION
| Section 2.1 | Conveyance of Transferred Assets |
Subject to the terms and conditions of this Agreement, the Transferor hereby assigns, transfers, conveys and contributes to the Transferee, and the Transferee hereby accepts from the Transferor, at the time specified in the Plan of Arrangement, all of the Transferor’s right, title and interest in and to the Transferred Assets together with any and all benefits, powers and advantages to be derived therefrom and all covenants, obligations and agreements of any other party thereunder,, on the terms and conditions set forth in this Agreement, in exchange for the consideration described in Section 2.2.
| Section 2.2 | Consideration for Conveyance of Transferred Assets |
| (a) | The Parties agree that the purchase price for the Transferred Assets (the “Purchase Price”) shall be equal to the fair market value of the Transferred Assets as of the Effective Time, the value the Parties have mutually determined is $[●]. |
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| (b) | The Transferee shall satisfy the Purchase Price at the Effective Time by (i) issuing to the Transferor such number of fully paid and non-assessable Transferee Shares (the “Consideration Shares”) as is equal to the quotient obtained when (A) the aggregate number of Transferee Shares comprising the SpinCo Share Consideration deliverable to the holders of Transferor Shares pursuant to Section [●] of the Plan of Arrangement is divided by (B) 0.8501, less the number of Transferee Shares held by the Transferor immediately prior to the Effective Time, rounded up to the nearest whole Transferee Share, such that, immediately following the completion of the Arrangement, the former holders of Transferor Shares will hold, in the aggregate, 85.01% and the Transferor will hold 14.99% of the issued and outstanding Transferee Shares; and (ii) assuming the Transferee Liabilities in accordance with Section 2.3. |
| (c) | The Parties agree that the Consideration Shares have a fair market value equal to the Purchase Price, less the amount of the Transferee Liabilities assumed by the Transferee pursuant to Section 2.3.3 |
| Section 2.3 | Assumption of Transferee Liabilities |
From and after the Effective Time, the Transferee hereby assumes and agrees to pay, perform and discharge, when due, the Transferee Liabilities or otherwise provide to Transferor cash equal to such amounts for Transferor to pay, perform and discharge such Transferee Liabilities. For greater certainty, nothing in this Agreement shall be construed as a transfer to, or an assumption by, the Transferee of any Transferor Liabilities; provided that any adjustment to the Purchase Price after the Effective Time, whether pursuant to Section 6.4 or otherwise, shall be allocated to the Transferee Liabilities and not to the Consideration Shares.
| Section 2.4 | Cash Contribution |
The Cash Contribution shall be paid by the Transferor to the Transferee at the Effective Time by wire transfer of immediately available funds to an account designated in writing by the Transferee. The Cash Contribution is a fixed amount and shall not be subject to adjustment, set-off or deduction of any kind.
| Section 2.5 | Transfer of Ownership and Risk |
The Transferred Assets shall constitute property of the Transferee as and from the Effective Time, and beneficial ownership of and risk in respect of the Transferred Assets shall pass to the Transferee as and from the Effective Time.
Article 3
TAX MATTERS RELATING TO TRANSFER
| Section 3.1 | Section 85 Election |
| (a) | The Transferee hereby agrees to make a joint election with the Transferor upon request of the Transferor under subsection 85(1) of the Tax Act (and any equivalent or corresponding provisions of any applicable provincial or territorial tax legislation), within the prescribed time and in the prescribed manner, in respect of the transfer of the Subsidiary Shares by the Transferor to the Transferee at an agreed amount, in respect of each of the Subsidiary Shares, determined by the Transferor, in consultation with the Transferee; provided that the agreed amount shall be subject in each case to the limitations imposed pursuant to subsection 85(1) of the Tax Act and any equivalent or corresponding provisions of any applicable provincial or territorial tax legislation. The Parties agree to cooperate in the event that it is necessary to file an amended election for the purposes of section 85 of the Tax Act and any equivalent or corresponding provisions of any applicable provincial or territorial tax legislation. |
3 Value of Transferee Liabilities to be determined by Parties, acting reasonably.
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| (b) | No election under subsection 85(1) of the Tax Act will be made in respect of the Cash Contribution or any other Transferred Asset that is not eligible for a transfer under subsection 85(1) of the Tax Act. |
| (c) | The Transferee will add to the stated capital account maintained in respect of the Transferee Shares, in respect of the Consideration Shares, an amount equal to the aggregate of the agreed amounts elected pursuant to Section 3.1(a) in respect of the Subsidiary Shares, plus the amount of the Canadian dollar equivalent of the Cash Contribution as of the Effective Date based on the Bank of Canada daily exchange rate, less the amount of the Transferee Liabilities assumed by the Transferee. |
| Section 3.2 | Allocation of Purchase Price |
Parties hereby acknowledge and agree that the Purchase Price shall be allocated among the Transferred Assets in accordance with Schedule “A” hereto, provided that, for greater certainty, the Transferee Liabilities assumed by the Transferee pursuant to Section 2.3 shall be allocated first to the Cash Contribution. The Parties shall report the purchase and sale of the Transferred Assets in any Tax Return that is required to be filed or is actually filed with a Governmental Entity in accordance with the allocation set out in Schedule “A” hereto.
| Section 3.3 | Transfer Taxes |
| (a) | The Purchase Price does not include any Transfer Taxes that may be payable in connection with the transfer of the Transferred Assets pursuant to this Agreement. The Transferee shall be liable for, and shall pay when due, any Transfer Taxes imposed by a Governmental Entity in respect of the transfer of the Transferred Assets to, and the assumption of the Transferee Liabilities by, the Transferee pursuant to this Agreement. If the Transferor is required by applicable law to collect or remit any such Transfer Taxes, the Transferee shall pay the amount of such Transfer Taxes to the Transferor on demand and the Transferor shall remit such amount to the appropriate Governmental Entity in accordance with applicable law. |
| (b) | The Parties shall cooperate in good faith to minimize or eliminate any Transfer Taxes payable under Part IX of the Excise Tax Act (Canada) or any applicable provincial legislation in respect of the transactions contemplated by this Agreement by, among other things, making such elections and taking such steps as may be provided for thereunder (including, for greater certainty and if available, making joint elections in a timely manner under section 156 or 167 of the Excise Tax Act (Canada) or any applicable provincial legislation. |
| Section 3.4 | Straddle Period |
For purposes of determining the Pre-Closing Taxes attributable to the portion of a Straddle Period ending on the Effective Date, (a) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) shall be multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up to and including the Effective Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (b) in the case of all other Taxes (such as franchise Taxes, Taxes that are based upon or related to income, gain or receipts, sales Taxes, Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property, or withholding Taxes), the amount of such Taxes shall be determined as if the taxation period ended immediately prior to the completion of the step set forth in section 2.4(l) of the Plan of Arrangement.
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| Section 3.5 | Tax Cooperation |
| (a) | From and after the Effective Date, the Transferee shall, and shall cause the preparation and filing of, all Tax Returns required to be so made, prepared and filed by the Transferee and each of the SpinCo Subsidiaries for any period which ends on or before the Closing Date for which Tax Returns have not been filed and for any Straddle Period, provided that such Tax Returns are prepared in accordance with Section 3.5(c). The Transferee shall submit any Tax Returns in draft form to the Transferor at least twenty (20) days prior to the date such Tax Returns are required by applicable law to be filed with the relevant Governmental Entity. The Transferor shall, acting reasonably, have the right to review such Tax Returns and make any comments that it deems appropriate within ten (10) days following the receipt thereof, which comments the Transferee shall reasonably consider in good faith. |
| (b) | Following the Effective Date, the Parties (together with their respective Affiliates), at their own cost and expense, shall reasonably (a) assist the other Party in preparing any Tax Returns and statements which such other Party is responsible for preparing and filing to the extent they relate to the Transferred Assets, the SpinCo Subsidiaries, the SpinCo Properties or any Pre-Closing Taxes; (b) cooperate fully in preparing for and dealing with any Tax audits of, or disputes, contests or proceedings with, any Governmental Entity regarding any Pre-Closing Taxes or any other Taxes that are the subject of indemnification hereunder; (c) make available to the other Party (as reasonably requested) and to any Governmental Entity (to the extent required by applicable law) all information, records and documents relating to Taxes attributable to any period (or portion thereof) ending on or prior to the Effective Date; (d) preserve all such information, records and documents until the expiration of any applicable statute of limitations or extension thereof and as otherwise required by applicable law; and (e) make available to the other Party, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters for any period ending on or prior to the Effective Date or any Straddle Period. |
| (c) | The Transferor shall consult in good faith with the Transferee in respect of any Tax Return, election, designation or filing of the Transferor to the extent it relates to Pre-Closing Taxes, and shall not, without the prior written consent of the Transferee (such consent not to be unreasonably withheld, conditioned or delayed), take any action, make any election or file any amended Tax Return that would reasonably be expected to materially increase the amount of Pre-Closing Taxes, except as required by applicable law. The amount of any Pre-Closing Taxes for which the Transferee is liable under this Agreement shall be computed after taking into account any capital losses, non-capital losses, deductions, credits or other tax attributes of the Transferor, Transferee and any SpinCo Subsidiaries that are available to be applied by the relevant entity as of the Effective Time and that are actually applied by the Transferor, Transferee or any such SpinCo Subsidiaries against such Pre-Closing Taxes in the relevant taxation period, and shall for greater certainty not include any tax attributes which are carried back from a Post-Closing Tax Period to a taxation period ending prior to the step set forth in section 2.4(l) of the Plan of Arrangement, which otherwise are eligible for application solely in a Post-Closing Tax Period or which are, at any time, including pursuant to any tax assessment as interpreted in Section 6.5, determined to be ineligible for application as of the Effective Time in respect of the relevant taxation period. |
| (d) | The Parties acknowledge that an election under subsection 256(9) of the Tax Act will be made in respect of the taxation year of the Transferor ending as a result of the acquisition of control of the Transferor by Acquireco pursuant to the Plan of Arrangement. |
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| Section 3.6 | Mandatory Disclosure Rules |
The Parties agree to cooperate in good faith to determine whether any transaction set out in this Agreement, or any transaction that may be considered to be part of the same series of transactions as this Agreement, is a “reportable transaction” (as defined in section 237.3 of the Tax Act), is a “notifiable transaction” (as defined in section 237.4 of the Tax Act) or is otherwise required to be reported to any applicable Governmental Entity under any analogous provision of any comparable Law of any province or territory of Canada (the “Mandatory Disclosure Rules”) and, if any such transaction is mutually determined to be required to be so reported, to cooperate to make any such reporting on a timely basis. The Parties agree to reasonably cooperate in good faith in the preparation of any such reporting and the information to be reported therein. Notwithstanding the foregoing, neither the Transferee nor the Transferor shall be under any obligation not to report a transaction that it determines, acting reasonably, to be subject to a reporting requirement pursuant to the Mandatory Disclosure Rules. Each Party agrees to notify the other Party 30 Business Days prior to the deadline to file any information return pursuant to the Mandatory Disclosure Rules if the Party intends to file any information return in connection with this Agreement pursuant to the Mandatory Disclosure Rules.
Article 4
CONVEYANCING MATTERS AND CLOSING DELIVERIES
| Section 4.1 | Newton Contracts and Third Party Consents |
| (a) | Except as contemplated by Section 4.1(b), the Parties acknowledge that, pursuant to the SpinCo Reorganization, the Transferor has assigned to NewtonCo all of its rights and obligations under the Newton Contracts and has transferred the other Newton Assets to NewtonCo. |
| (b) | To the extent that any Newton Contract or other Newton Asset is not assignable or transferable to NewtonCo without the consent, approval or waiver of a third party or a Governmental Entity, and such consent, approval or waiver has not been obtained at or prior to the Effective Time (each, a “Non-Assignable Asset”), neither this Agreement nor the SpinCo Reorganization shall constitute an assignment or an attempted assignment of such Non-Assignable Asset to the extent that such assignment or attempted assignment would constitute a breach thereof or would be unlawful. Following the Effective Time and at the sole expense of the Transferee, the Transferor shall use commercially reasonable efforts to (i) obtain all such consents, approvals and waivers and complete the assignment or novation of each Non-Assignable Asset to NewtonCo (or to such other SpinCo Subsidiary or Person as the Transferee may direct), and (ii) obtain the approval of, and complete all filings and registrations with, any Governmental Entity (including the recording of the transfer of the Newton Mineral Tenures to NewtonCo in the applicable mineral titles registry) required to give full effect to the SpinCo Reorganization and the transactions contemplated by this Agreement. |
| Section 4.2 | Conveyancing |
| (a) | The Transferor hereby acknowledges and confirms that title to any of the Newton Assets or the Transferred Assets which remains in its name following the Effective Time, if any, is held by it as nominee and agent for and bare trustee of NewtonCo (in the case of the Newton Assets) or the Transferee (in the case of the Transferred Assets), and that all beneficial ownership in such Newton Assets and Transferred Assets is held by NewtonCo or the Transferee, as applicable, and the Transferor shall promptly pay over to NewtonCo or the Transferee, as applicable, all monies and other benefits received by it in respect of any such Newton Asset or Transferred Asset. |
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| (b) | Following the Effective Time, until NewtonCo or the Transferee, as applicable, is novated or validly assigned into the agreements and documents that form part of the Newton Assets or the Transferred Assets, the Transferor shall act as the agent of NewtonCo or the Transferee, as applicable, as the Transferee reasonably and lawfully directs. The Transferor shall have no liability hereunder in respect of or arising in connection with any acts or omissions of the Transferor in its capacity as agent or bare trustee under this Section 4.2 except to the extent resulting from the wilful misconduct of the Transferor. The Transferee shall be liable to the Transferor for all Losses suffered, sustained, paid or incurred by the Transferor, and will indemnify and save harmless the Transferor Indemnified Parties from and against all claims made against any of them, in connection with the Transferor acting as agent or bare trustee under this Section 4.2, except to the extent resulting from the wilful misconduct of the Transferor. For greater certainty, an act or omission by the Transferor in its capacity as agent or bare trustee under this Section 4.2 shall not constitute the wilful misconduct of the Transferor if such act or omission is done at the request of the Transferee or with its express or implied consent or approval. |
| Section 4.3 | Deliveries at the Effective Time |
| (a) | At the Effective Time, the Transferor shall deliver or cause to be delivered to the Transferee, against the deliveries required to be made by the Transferee under Section 4.3(b): |
| (i) | share certificates (or other evidence of ownership) representing the Subsidiary Shares, together with duly executed instruments of transfer or stock transfer powers in favour of the Transferee, and certified copies of the resolutions of the directors of each of NewtonCo, Taura and PGV Patriot approving the transfer of the Subsidiary Shares to the Transferee and the registration of the Transferee as the holder thereof; |
| (ii) | the Cash Contribution, in accordance with Section 2.4; |
| (iii) | the Transferee Books and Records, to the extent not previously delivered, in accordance with Section 4.4; and |
| (iv) | such additional agreements, instruments and documents as the Transferee may reasonably request in order to give effect to the transactions contemplated under this Agreement. |
| (b) | At the Effective Time, the Transferee shall deliver or cause to be delivered to the Transferor, or as the Transferor may direct, against the deliveries required to be made by the Transferor under Section 4.3(a): |
| (i) | a share certificate or direct registration system advice registered in the name of the Transferor representing the Consideration Shares, and a certified copy of the resolutions of the directors of the Transferee authorizing the issuance of the Consideration Shares; and |
| (ii) | such additional agreements, instruments and documents as the Transferor may reasonably request in order to give effect to the transactions contemplated under this Agreement. |
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| Section 4.4 | Books and Records |
To the extent in its possession or control, the Transferor shall deliver the Transferee Books and Records to the Transferee at or as soon as practicable following the Effective Time. The Transferor may retain copies of any Transferee Books and Records to the extent reasonably required for Tax, accounting, regulatory or legal purposes, and shall hold such copies in confidence in accordance with Section 7.3.
Article 5
REPRESENTATIONS AND WARRANTIES
| Section 5.1 | Representations and Warranties of the Transferor |
The Transferor represents and warrants in favour of the Transferee that:
| (a) | it is a corporation duly organized, validly subsisting and in good standing under the laws of the jurisdiction of its incorporation; |
| (b) | it has all requisite capacity, power and authority to enter into this Agreement and to perform its obligations under this Agreement; |
| (c) | this Agreement has been duly authorized, executed and delivered by it and all documents required hereunder to be executed and delivered by it have been duly executed and delivered and this Agreement and such documents constitute legal, valid and binding obligations of it enforceable in accordance with their respective terms; |
| (d) | the Transferor is the registered and beneficial owner of the Subsidiary Shares, free and clear of all Liens (other than restrictions on transfer contained in the constating documents of the SpinCo Subsidiaries), and the Subsidiary Shares constitute all of the issued and outstanding shares in the capital of each of NewtonCo, Taura and PGV Patriot; and |
| (e) | the Transferor is not a “non-resident” of Canada within the meaning of the Tax Act. |
| Section 5.2 | Representations and Warranties of the Transferee |
The Transferee represents and warrants to and in favour of the Transferor that:
| (a) | it is a corporation duly organized, validly subsisting and in good standing under the laws of the jurisdiction of its incorporation; |
| (b) | it has all requisite capacity, power and authority to enter into this Agreement and to perform its obligations under this Agreement; |
| (c) | this Agreement has been duly authorized, executed and delivered by it and all documents required hereunder to be executed and delivered by it have been duly executed and delivered and this Agreement and such documents constitute legal, valid and binding obligations of it enforceable in accordance with their respective terms; |
| (d) | upon issuance, the Consideration Shares will be validly issued as fully paid and non-assessable Transferee Shares; |
| (e) | immediately prior to the Effective Time, except in relation to the SpinCo Reorganization, the Transferee has no issued and outstanding shares other than the Initial Transferee Share, has not carried on any business and has no assets or Liabilities other than those arising under this Agreement, the Arrangement Agreement and the Plan of Arrangement; and |
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| (f) | the Transferee is a “taxable Canadian corporation” as such term is defined for the purposes of the Tax Act. |
| Section 5.3 | Disclaimer and Acknowledgement of the Transferee |
The Transferee hereby acknowledges and agrees that:
| (a) | it is fully informed of all matters relating to the Transferred Assets, the SpinCo Subsidiaries and the SpinCo Properties; |
| (b) | apart from the representations and warranties in Section 5.1, the Transferor is not making any representation, warranty or covenant to, or for the benefit of, the Transferee with respect to the Transferred Assets, the SpinCo Subsidiaries, the SpinCo Properties or the SpinCo Reorganization; and |
| (c) | it is accepting the Transferred Assets on an “as is, where is” basis and has relied on its own evaluation of the Transferred Assets and the Transferee Liabilities and not on any statement or information furnished by the Transferor or its representatives. |
Article 6
INDEMNIFICATION
| Section 6.1 | Substitution and Subrogation |
Insofar as is possible, the Transferee shall have full right of substitution and subrogation in and to all covenants, representations and warranties by others previously given or made by any Person (but excluding, for the avoidance of doubt, the Transferor) in respect of the Transferred Assets or any part thereof.
| Section 6.2 | Indemnification of Transferor |
| (a) | From and after the Effective Time, the Transferee hereby agrees to indemnify and save harmless each of the Transferor Indemnified Parties from and against all Losses suffered or incurred by any of the Transferor Indemnified Parties as a result of or arising directly or indirectly out of or in connection with (i) any Transferee Liabilities, (ii) any Pre-Closing Taxes, or (iii) the Transferor acting as agent or bare trustee pursuant to Section 4.2. |
| (b) | If any claim or proceeding for which any of the Transferor Indemnified Parties may be entitled to indemnification pursuant to this indemnity is brought against any of the Transferor Indemnified Parties (a “Transferor Claim”), such Transferor Indemnified Party, as applicable, shall give notice (the “Transferor Indemnity Notice”) to the Transferee specifying the particulars of such Transferor Claim within 10 Business Days after it receives notification of the Transferor Claim (such notice describing the Transferor Claim in reasonable detail and indicating the estimated amount, if practicable, of the Losses that have been or may be sustained by the Transferor Indemnified Party in respect thereof), provided that any failure to give such notice within such period shall not relieve the Transferee of its obligations hereunder except to the extent the Transferee is prejudiced thereby. The Transferee shall have the right to participate in any investigations, negotiations or proceedings with respect to such Transferor Claim. If the Transferee has not, within 20 Business Days after the giving of the Transferor Indemnity Notice, given notice to such Transferor Indemnified Party that it wishes to dispute such Transferor Claim then such Transferor Indemnified Party may assume the defence of such Transferor Claim. If the Transferee does give such a notice, and, to the extent required by applicable law, otherwise pays or provides security (in the discretion of the Transferor, as applicable) no later than the date such payment or security is required to the applicable Governmental Entity equal to the minimum amount necessary to permit defence of such Transferor Claim to be carried on, the Transferee shall have the right to assume the defence of such Transferor Claim and to defend such Transferor Claim at the sole cost and expense of the Transferee. Each Transferor Indemnified Party shall provide to the Transferee copies of all files, books, records and other information in its possession or control which may be relevant to the defence of such Transferor Claim, provided that in no case shall any Transferor Indemnified Party be required to provide information that is privileged or that a Transferor Indemnified Party is restricted from disclosing pursuant to applicable law. Each of the Transferor Indemnified Parties, as applicable, shall co-operate in all reasonable respects in the defence of such Transferor Claim, provided that the Transferee shall not settle or compromise any such Transferor Claim without the prior written consent of the Transferor Indemnified Party such consent not to be unreasonably withheld or delayed. If the Transferee fails, after the giving of such notice, to reasonably defend such Transferor Claim throughout the period that such Transferor Claim exists, the Transferee’s right to defend the Transferor Claim shall terminate and such Transferor Indemnified Party may assume the defence of such Transferor Claim at the sole cost and expense of the Transferee. Such Transferor Indemnified Party shall not settle or compromise any such Transferor Claim without the prior written consent of the Transferee, such consent not to be unreasonably withheld or delayed. |
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| (c) | If the Transferee has paid an amount pursuant to the indemnification obligations herein and a Transferor Indemnified Party shall subsequently be reimbursed from any source in respect of the Transferor Claim from any other Person, the Transferor shall promptly pay the applicable amount of the reimbursement (including interest actually received) to the Transferee. |
The Transferee acknowledges that this Section 6.2 is being entered into by the Transferor on behalf of the Transferor Indemnified Parties and the Transferee understands and agrees that the Transferor Indemnified Parties may enforce this Section 6.2 notwithstanding that they are not signatories to this Agreement.
| Section 6.3 | Acknowledgement of the Transferor |
The Transferor hereby acknowledges and agrees that from and after the Effective Time, the Transferee shall not be responsible for and shall have no liability to the Transferor in respect of, any Transferor Liabilities, and the Transferor shall have no recourse against the Transferee in relation to any such Transferor Liabilities.
| Section 6.4 | Adjustment to Purchase Price |
Any payment made by the Transferee pursuant to this Article 6 shall constitute a dollar-for-dollar decrease of the Purchase Price and shall be allocated to the Transferee Liability determined by the Transferor, acting reasonably.
| Section 6.5 | Survival of Pre-Closing Tax Indemnity |
The indemnity provided by the Transferee under Section 6.2(a)(iii) shall survive until the date that is 90 days after the expiration of the period (having regard to any consent, waiver, agreement or other document that extends such period) during which any tax assessment may be issued by a Governmental Entity in respect of any taxation period in respect of Pre-Closing Taxes. For purposes of this Section 6.5, a tax assessment includes any assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable law.
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Article 7
MISCELLANEOUS PROVISIONS
| Section 7.1 | Third Party Beneficiaries |
Except as otherwise provided in Section 4.2 Section 6.2 and this Section 7.1, no person that is not a Party shall be entitled to the benefit of any provisions of this Agreement or have any rights hereunder. Except for the Transferor Indemnified Parties, no person that is not a Party shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. Notwithstanding the foregoing, the Transferee acknowledges to each of the Transferor Indemnified Parties their direct rights against it under Section 4.2 and Section 6.2 of this Agreement. To the extent required by law to give full effect to these direct rights, the Transferor agrees and acknowledges that it holds the entitlements and benefits of the indemnities contained in Section 4.2 and Section 6.2 as agent for and on behalf of the Transferor Indemnified Parties.
| Section 7.2 | Entire Agreement |
This Agreement (together with the documents and instruments delivered by the Parties in connection with this Agreement) and the Plan of Arrangement constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.
| Section 7.3 | Confidential Information |
Following the Effective Time, to the extent that the Transferor retains or possesses any information with respect to the Transferred Assets, the SpinCo Subsidiaries or the SpinCo Properties, such information shall be retained in confidence and shall not be disclosed or used by the Transferor without the prior written consent of the Transferee, except (a) to the extent such information is or becomes available to the public other than through the act or omission of the Transferor, (b) as required by applicable law or any Governmental Entity or the rules of any stock exchange, or (c) to the extent reasonably required in connection with the preparation of Tax returns, financial statements or regulatory filings of the Transferor or its Affiliates or the enforcement of its rights under this Agreement.
| Section 7.4 | Notices |
Any demand, notice or other communication required or permitted to be given in connection with this Agreement will be given in writing and will be deemed to have been given if given by personal delivery, registered mail, prepaid courier or email addressed to the recipient as follows:
| (a) | To the Transferee: |
RoxOn Resources Inc.
[●]
| Attention: | [●] | |
| Email: | [●] |
| (b) | To the Transferor: |
Roxmore Resources Inc.
[1075 West Georgia Street
Suite 1504
Vancouver, BC V6E 3C9]
| Attention: | [●] | |
| Email: | [●] |
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with a copy to:
SSR Mining Inc.
6900 E. Layton Avenue
Suite 1330
Denver, Colorado 80237
| Attention: | [●] | |
| Email: | [●] |
and with a copy to (which shall not constitute notice):
Stikeman Elliott LLP
199 Bay Street
Suite 5300, Commerce Court West
Toronto, Ontario M5L 1B9
| Attention: | D’Arcy Nordick and Steven D. Bennett | |
| Email: | dnordick@stikeman.com and sbennett@stikeman.com |
or to such other address, individual or telecopy number as may be designated by notice given by either Party to the other. Any demand, notice or other communication given by personal delivery, registered mail or prepaid courier will be conclusively deemed to have been given and received on the day of actual delivery thereof and if given by telecopy shall be deemed to have been given and received on the date of confirmed transmission thereof, unless such day is not a Business Day, in which case it shall be deemed to have been given and received upon the immediately following Business Day.
[Remainder of page intentionally left blank. Signature page follows.]
IN WITNESS HEREOF this Agreement has been executed by the Parties hereto as of the date first above written.
| ROXMORE RESOURCES INC. | |||
| By: | |||
| Name: | [●] | ||
| Title: | [●] | ||
| ROXON RESOURCES INC. | |||
| By: | |||
| Name: | [●] | ||
| Title: | [●] | ||
Signature Page – Spinco Contribution Agreement
Schedule “A”
ALLOCATION OF PURCHASE PRICE
AND FAIR MARKET VALUE
OF THE TRANSFERRED ASSETS
The Parties hereby agree as to the fair market value of the Transferred Assets as follows:
| ASSETS | FAIR-MARKET VALUE ($) |
|||
| All of the issued and outstanding shares in the capital of NewtonCo | [●] | |||
| All of the issued and outstanding shares in the capital of Taura Gold Inc. | [●] | |||
| All of the issued and outstanding shares in the capital of PGV Patriot Gold Vault Ltd. | [●] | |||
| Cash Contribution | [●] | |||
| TOTAL | $ | [●] | ||
“A”-1
Schedule “B”
NEWTON CONTRACTS
To be provided.
“B”-1
SCHEDULE
F
INVESTOR AGREEMENT
[See attached]
“F” - 1
INVESTOR AGREEMENT
THIS AGREEMENT made as of the [n] day of [n], [2026].
BETWEEN:
Roxon Resources inc.,
a company existing under the laws of the Province of Ontario
(the “Company”)
– and –
ROXMORE
RESOURCES INC.,
a company existing under the laws of the Province of British Columbia
(hereinafter referred to as the “Investor”).
WHEREAS as a result of the consummation of the transactions contemplated by the arrangement agreement dated October 13, 2026 between SSR Mining Inc. (the “Investor Parent”), 1611454 B.C. Unlimited Liability Company and the Investor, as of the date hereof, the Investor is the registered and beneficial owner of [n] Company Shares, representing approximately 14.99% of the issued and outstanding Company Shares as of the date hereof;
AND WHEREAS as of the date hereof the Investor is a wholly-owned Subsidiary of the Investor Parent;
AND WHEREAS the Company has applied to the [TSX/TSXV] for the listing and posting for trading of the Company Shares, but the Company Shares are not otherwise currently listed or posted for trading on any stock exchange;
AND WHEREAS the Company has agreed to grant certain rights set out herein to the Investor, on the terms and subject to the conditions set out in this Agreement;
NOW THEREFORE, in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Article 1
GENERAL
| 1.1 | Definitions |
In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:
“Affiliate” has the meaning set forth in Section 1.3;
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“Agreement” means this investor agreement between the Company and the Investor, as amended, modified or supplemented from time to time in accordance with its terms;
“Board Designee” has the meaning set forth in Section 2.1(a);
“Business Day” means any day, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Vancouver, British Columbia;
“Canadian Securities Laws” means the Securities Act (Ontario) and any other applicable Canadian provincial and territorial securities Laws, rules and regulations and published policies thereunder;
“Company” has the meaning set forth in the preamble hereto;
“Company Board” means the board of directors of the Company as constituted from time to time;
“Company Shareholders” means the registered and/or beneficial shareholders of the Company, as the context requires;
“Company Shares” means the common shares in the authorized share structure of the Company;
“Control” has the meaning set forth in Section 1.3;
“Convertible Securities” means any security convertible, exchangeable or exercisable for or into, with or without consideration, Company Shares or other equity or voting securities of the Company, including any convertible debt securities, warrants, options or other rights issued by the Company;
“Deadline” has the meaning set forth in Section 2.1(g);
“Dilutive Issuance” has the meaning set forth in Section 3.3(a)(i);
“Downsize Notice” has the meaning set forth in Section 3.4(b)(ii);
“Downsized Entitlement” has the meaning set forth in Section 3.4(b)(ii);
“Exercise Notice” has the meaning set forth in Section 3.4(a);
“Expedited Offering” has the meaning set forth in Section 3.1;
“Expedited Offering Participation Notice” has the meaning set forth in Section 3.6(c)(ii);
“Governmental Entity” means (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority or department, central bank, court, tribunal, arbitral or adjudicative body, commission, board, bureau, commissioner, ministry, governor-in-council, agency or instrumentality, domestic or foreign, (b) any subdivision or authority of any of the above, (c) any quasi-governmental, administrative or private body, including any tribunal, commission, committee, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any Stock Exchange);
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“Investor” has the meaning set forth in the preamble hereto;
“Investor Parent” has the meaning set forth in the recitals hereto.
“Issuance” has the meaning set forth in Section 3.1;
“Laws” means, with respect to any Person, any and all applicable laws (statutory, common or otherwise), constitutions, treaties, conventions, ordinances, codes, rules, regulations, orders, decisions, injunctions, notices, judgments, decrees, rulings or other similar requirements, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities (including, for certainty, Canadian Securities Laws), and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise;
“Notice Period” has the meaning set forth in Section 3.4(a);
“Offered Securities” means any Company Shares or other equity securities, voting securities of the Company or Convertible Securities, in each case, that are, or are proposed to be, offered in an Offering;
“Offering” has the meaning set forth in Section 3.1;
“Offering Notice” has the meaning set forth in Section 3.1;
“Participation Right” has the meaning set forth in Section 3.2;
“Parties” means, collectively, the Company and the Investor, and each, a “Party”;
“Permitted Assign” means any Affiliate of the Investor;
“Person” means and includes any individual, partnership, association, body corporate, trust, organization, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status;
“Printing Date” has the meaning set forth in Section 2.1(f);
“Stock Exchange” means the [TSX/TSXV] and/or any other stock exchange on which the Company Shares are then listed and posted for trading;
“Subsidiary” has the meaning set forth in Section 1.3;
“Top-up Notice” has the meaning set forth in Section 3.3(b);
“Top-up Right” has the meaning set forth in Section 3.3(a)(i)
“Top-up Shares” has the meaning set forth in Section 3.3(a)(i);
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“Top-up Threshold” has the meaning set forth in Section 3.3(a)(ii);
[“TSX” means the Toronto Stock Exchange;]
[“TSXV” means the TSX Venture Exchange;]
“Upsize Notice” has the meaning set forth in Section 3.4(b)(i);
“Upsize Option” has the meaning set forth in Section 3.4(b)(i); and
“Voting Securities” has the meaning set forth in Section 4.1.
| 1.2 | Rules of Construction |
Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:
| (a) | the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this investor agreement in its entirety and not to any particular provision hereof; |
| (b) | references to an “Article” or “Section” followed by a number or letter refer to the specified Article or Section of this Agreement; |
| (c) | the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; |
| (d) | words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders; |
| (e) | the word “including” is deemed to mean “including without limitation”; |
| (f) | any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder; |
| (g) | subject to Section 3.5(d), all references to the Investor’s percentage ownership of the issued and outstanding Company Shares shall be calculated on a non-diluted basis at the relevant time as the quotient obtained by dividing (i) the number of Company Shares then legally or beneficially owned directly or indirectly by the Investor and its Affiliates, by (ii) the total number of Company Shares issued and outstanding at such time, in each case, without regard to any Convertible Securities legally or beneficially owned directly or indirectly by the Investor and its Affiliates or any Company Shares issuable on the conversion, exchange or exercise of any Convertible Securities that are then issued and outstanding, and shall include all Company Shares legally or beneficially owned directly or indirectly by the Investor, including Company Shares legally or beneficially owned by Affiliates of the Investor; |
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| (h) | except as otherwise indicated, all dollar amounts in this Agreement are stated in Canadian dollars; |
| (i) | any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and |
| (j) | whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day. |
| 1.3 | Affiliates and Subsidiaries |
For the purpose of this Agreement, a Person is an “Affiliate” of another Person if one of them is a Subsidiary of the other or each one of them is Controlled, directly or indirectly, by the same Person. A “Subsidiary” means a Person that is Controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary. A Person is considered to “Control” another Person if: (a) the first Person beneficially owns or directly or indirectly exercises Control or direction over securities of the second Person carrying votes which, if exercised, would entitle the first Person to elect a majority of the directors of the second Person; (b) the second Person is a partnership, other than a limited partnership, and the first Person holds more than 50% of the interests of the partnership; (c) the second Person is a limited partnership, and the general partner of the limited partnership is the first Person; or (d) the second Person is a limited liability company and the first Person is the managing member of such limited liability company or otherwise has the power to direct or cause the direction of the management or policies of such limited liability company.
Article 2
DIRECTOR NOMINATION RIGHT
| 2.1 | Director Nomination Right |
(a) For so long as the Investor owns at least 10% of the issued and outstanding Company Shares, and subject to applicable Law and Section 2.1(b), the Investor shall have the right to designate one nominee for election or appointment to the Company Board (each such nominee from time to time, a “Board Designee”). For greater certainty, the Investor shall have the right, but shall not be obligated, to nominate a Board Designee.
(b) Any Board Designee must: (i) meet the qualification requirements to serve as a director under the Business Corporations Act (Ontario) and any other applicable Laws; and (ii) prepare and submit all documents required by any Stock Exchange to be prepared and submitted to such Stock Exchange as a director of the Company, including a Personal Information Form.
(c) The Company shall in respect of every meeting of Company Shareholders at which the election of directors to the Company Board is considered, and at every reconvened meeting following an adjournment or postponement thereof, identify the Board Designee as a “management nominee” in the Company’s management information circular in respect of such meeting, and include a recommendation to the Company Shareholders to vote in favour of such Board Designee. The Company shall use its commercially reasonable efforts to obtain the approval of the Company Shareholders for the election of the Board Designee at each such meeting (including by soliciting proxies in favour of the Board Designee) and, in furtherance thereof, the Company shall:
| (i) | support the Board Designee for election in a manner no less rigorous and favourable than the manner in which the Company supports all of its other nominees; and |
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| (ii) | use commercially reasonable efforts to cause the proxyholder named in the form of proxy on which management of the Company is soliciting proxies to vote the Company Shares in respect of which such proxyholder is granted a discretionary proxy, in favour of the election of the Board Designee at such meeting. |
(d) In the event that a Board Designee is not elected to the Company Board at a meeting of holders of the Company Shares or a Board Designee resigns as a director or otherwise refuses to or is unable to serve as a director for any reason, including as a result of death or disability, the Investor shall be entitled to designate a replacement director and the Company shall take such steps as are necessary in order to appoint, subject to applicable Laws, such person to the Company Board to serve as a Board Designee until the next meeting of Company Shareholders at which the election of directors to the Company Board is considered.
(e) Any Board Designee shall be entitled to:
| (i) | the benefit of any directors’ and officers’ liability insurance or indemnity, including through the execution of an indemnity agreement between the Company and the Board Designee in the form entered into by the other directors of the Company with the Company; and |
| (ii) | the benefit of any directors’ fees and reimbursements of costs and expenses to which other non-executive directors of the Company are entitled. |
(f) The Company shall promptly notify the Investor in writing upon determining the date of any meeting of Company Shareholders at which the election of directors to the Company Board is to be considered and shall advise the Investor of the date on which proxy solicitation materials are to be printed (the “Printing Date”) at least 20 Business Days prior to the Printing Date.
(g) The Investor shall advise the Company of the identity of any Board Designee, together with information regarding the Board Designee that is required to be included in a management information circular of the Company, at least 10 Business Days prior to the Printing Date (the “Deadline”).
(h) If the Investor does not advise the Company of the identity of any Board Designee prior to the Deadline, the Investor shall be deemed to have nominated its incumbent Board Designee. The Company and the Investor acknowledge that the Investor’s initial Board Designee has been identified and agreed to as of the date hereof.
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Article 3
PARTICIPATION RIGHT
| 3.1 | Notice of Issuances |
Subject to Section 3.7, if the Company proposes to issue (an “Issuance”) any Offered Securities pursuant to a public offering, a private placement or otherwise (each, an “Offering”) at any time following the date hereof, the Company shall, at least five Business Days prior to the expected completion date of the Issuance, or such shorter period as is reasonably practicable in the case of a “bought deal” or “overnight marketed offering” or similar offering (each such offering, an “Expedited Offering”), provide written notice of the Issuance (the “Offering Notice”) to the Investor. Each such Offering Notice shall contain, to the extent known by the Company, full particulars of the Offering, including (a) the number of Offered Securities, (b) the rights, privileges, restrictions, terms and conditions of the Offered Securities, (c) the price per Offered Security to be issued under the Offering, (d) the name of any agent(s) or underwriter(s) expected to be involved in the Offering, (e) the intended form of the Offering (e.g., bought deal, overnight marketed, fully marketed, private placement, etc.), (f) the expected use of proceeds of the Offering, and (g) the expected closing date of the Offering.
| 3.2 | Participation Right |
Subject to applicable Laws and Section 3.7, the Company agrees that the Investor (directly or through an Affiliate, in which case the provisions of this Article 3 shall apply mutatis mutandis) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering, at the offering price per Offered Security determined pursuant to Section 3.6(a), and otherwise on substantially the same terms and conditions of the Offering (provided that, if the Investor is prohibited by applicable Laws from participating on substantially the same terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit):
| (a) | in the case of an Offering of Company Shares, up to such number of Company Shares that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Company Shares, after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to completion of such Offering; and |
| (b) | in the case of an Offering of Offered Securities (other than Company Shares), up to such number of Offered Securities that will (assuming, for purposes of this Section 3.2(b), the conversion, exercise or exchange of all Offered Securities that are Convertible Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor to maintain a percentage ownership interest in the issued and outstanding Company Shares, after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to completion of such Offering. |
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| 3.3 | Top-up Offering |
(a) Without limiting Section 3.2, the Company agrees that, subject to the terms of this Section 3.3:
| (i) | the Investor (directly or through an Affiliate) has the right (the “Top-up Right”) to subscribe for and to be issued Company Shares, in connection with the issuance of Company Shares upon the conversion, exchange or exercise of any Convertible Securities following the date hereof (each, a “Dilutive Issuance”), up to such number of Company Shares that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Company Shares, after giving effect to such subscription and issuance, that is the same as the percentage ownership interest that it would have had but for the Dilutive Issuances referenced in the Top-up Notice (the “Top-up Shares”); provided that, for greater certainty, a Dilutive Issuance shall not include (1) any issuance described in Section 3.7, (2) any issuance upon the conversion, exchange or exercise of any Convertible Securities issued in an Offering in respect of which the Investor was entitled to exercise the Participation Right, or (3) any issuance pursuant to the exercise of any participation, pre-emptive, top-up or similar rights of any other Person; and |
| (ii) | the Top-up Right shall be exercisable not more than once per year, in accordance with Section 3.3(b), following Dilutive Issuances that result in the reduction of the Investor's percentage ownership interest in the issued and outstanding Company Shares by at least 1.0%, in the aggregate (the “Top-up Threshold”), which shall be calculated by aggregating all Dilutive Issuances that occurred in each case from the later of (A) the date of this Agreement and (B) the date of the last Top-up Notice. |
(b) If, as at June 30th of any year, the Top-up Threshold has been achieved, the Company shall, within 10 Business Days following such June 30th, deliver a written notice (a “Top-up Notice”) to the Investor setting out the aggregate number of Company Shares issued pursuant to Dilutive Issuances and the total number of issued and outstanding Company Shares following such Dilutive Issuances, in each case from the later of: (i) the date of this Agreement; and (ii) the date of the last Top-up Notice.
(c) If the Investor delivers an Exercise Notice in accordance with Section 3.4, the Company shall, subject to Section 3.5 and in accordance with the provisions of this Article 3, promptly and in any event within 30 days of the date on which the relevant Exercise Notice was delivered, complete an offering to the Investor of the number of Top-up Shares the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Exercise Notice, at an offering price per Top-up Share equal to the greater of: (i) the volume-weighted average trading price of the Company Shares on the primary Stock Exchange on which the Company Shares are then listed for the 30 trading days prior to the date the Top-up Notice was delivered to the Investor; and (ii) the minimum price permitted under the policies of such Stock Exchange (each, a “Top-up Offering”) and pursuant to the terms and conditions of a subscription agreement in a form agreeable to each of the Company and the Investor, acting reasonably. Each Top-up Offering shall be an offering of Company Shares.
| 3.4 | Exercise Notice |
(a) If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall provide written notice to the Company (the “Exercise Notice”) of its intention to exercise such Participation Right or Top-up Right, and of the number of Offered Securities or Top-up Shares, as applicable, the Investor wishes to subscribe for and purchase pursuant to such Participation Right or Top-up Right. The Investor shall deliver an Exercise Notice to subscribe to the Offering or issuance of Top-up Shares (x) within five Business Days after the date of receipt of an Offering Notice or Top-up Notice, or (y) in the case of an Expedited Offering, within one Business Day of receipt of an Offering Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering or issuance of Top-up Shares, and any rights that the Investor may have had to subscribe for any of the Offered Securities or Top-up Shares shall be extinguished in respect of such Offering or issuance of Top-up Shares.
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(b) Each Exercise Notice shall constitute a binding agreement by the Investor to subscribe for and acquire, and by the Company to issue and sell to the Investor, the number of Offered Securities or Top-up Shares, as applicable, that the Investor agrees to subscribe for in its Exercise Notice; provided that:
| (i) | if the Investor shall have delivered an Exercise Notice in respect of an Offering, and the Company proposes to increase the number of any Offered Securities to be issued in the Offering, the Company shall, by notice in writing delivered to the Investor (the “Upsize Notice”), provide the Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect; and |
| (ii) | if the Investor shall have delivered an Exercise Notice in respect of an Offering, and for any reason the number of Offered Securities to be issued in the Offering is reduced or otherwise less than the number of Offered Securities set out in the Offering Notice, the Company shall provide written notice to the Investor (the “Downsize Notice”) confirming the new number of Offered Securities of the Offering and the corresponding pro rata reduction of the entitlement of the Investor to participate in the Offering (the “Downsized Entitlement”). Following delivery of the Downsize Notice, the Exercise Notice and the Downsize Notice shall together constitute a binding agreement by the Investor to subscribe for and acquire, and by the Company to issue and sell to the Investor, the number of Offered Securities equal to the Downsized Entitlement and the Investor will be entitled to a refund of any higher price per security paid by it (to be paid by the Company to the Investor within five Business Days of completion of the Offering) to the extent the Investor has already remitted funds to the Company in payment in connection with such Offering. |
| 3.5 | Issuance of Offered Securities and Top Up Shares |
(a) Subject to Section 3.5(c), the Company agrees to take any and all commercially reasonable steps as are required to facilitate the rights of the Investor set forth in this Article 3, including: (i) undertaking a private placement or directed offering of Offered Securities to the Investor as part of such Offering or Issuance; and (ii) if required, increasing the size of the Offering or Issuance to satisfy its obligations to the Investor pursuant to Sections 3.2, 3.3 and 3.4, in each case, subject to obtaining any regulatory or other approvals required by applicable Laws.
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(b) Subject to Section 3.5(c), if the Company receives an Exercise Notice from the Investor within the Notice Period, then the Company shall use its commercially reasonable efforts to obtain all regulatory or other approvals required by applicable Laws in order to issue to the Investor, against payment of the subscription price payable in respect thereof (as determined pursuant to Section 3.6(a) or Section 3.3(c), as applicable), that number of Company Shares (including for certainty, the Top-up Shares) or other Offered Securities, as applicable, set forth in the Exercise Notice.
(c) Notwithstanding anything to the contrary in this Agreement, in no event shall the Company be required to seek the approval of Company Shareholders or other holders of securities of the Company for the issuance of the Offered Securities or Top-up Shares to the Investor in connection with the Participation Right (including, for greater certainty, for purposes of Section 3.6(c)) or the Top-up Right, and if the Company is required by a Stock Exchange or otherwise under applicable Law to seek the approval of Company Shareholders or other holders of securities of the Company, then the Investor shall only be entitled to purchase such number of Offered Securities or Top-up Shares that would not trigger the requirement to obtain such approval thereunder.
(d) Subject to Section 3.5(c), if the purchase and sale of any Offered Securities or Top-up Shares to the Investor in connection with any Offering, Issuance or issuance of Top-up Shares is delayed as a result of the need to obtain any regulatory or other approvals required by applicable Laws: (i) such purchase and sale shall be completed within five Business Days of receipt of the last of such required approvals; and (ii) any decrease in the percentage ownership interest of the Investor in the issued and outstanding Company Shares occurring between the time of the delivery of the Offering Notice in respect of such Offering, issuance of Top-up Shares or Issuance and the issuance of Offered Securities or Top-up Shares to the Investor pursuant to its Exercise Notice shall be disregarded for all purposes of this Agreement and, notwithstanding any other provision of this Agreement (but subject to Section 3.5(c)), the percentage ownership interest of the Investor shall be deemed to be unchanged until the Offered Securities or Top-up Shares subscribed by the Investor in its Exercise Notice have been issued and sold to the Investor.
| 3.6 | Additional Terms |
(a) The Participation Right will be exercisable by the Investor at the offering price made available by the Company to other investors in such Offering; provided that if the offering price per Offered Security is lowered by the Company in the course of any such Offering, the Investor will be entitled to pay the lowest price per Offered Security paid to the Company by any investor in the relevant Offering without regard to any applicable fees or commissions (except for any such fees or commissions that are paid or payable to the ultimate beneficial purchasers of such Offered Securities) in respect of each class of securities issued (and the Investor will be entitled to a refund (to be paid by the Company to the Investor within five Business Days of completion of the Offering) to the extent the Investor has already remitted funds to the Company as payment in connection with such Offering) and otherwise on substantially the same terms and conditions offered to other investors in the Offering.
(b) If the Company has not issued the Offered Securities in connection with an Offering within 60 days of the expiry of the relevant Notice Period, the Company shall not thereafter proceed with such Offering without providing the Investor with a new Offering Notice and further opportunity to deliver an Exercise Notice in respect of such Offering.
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(c) Notwithstanding any other provision of this Article 3, in the case of an Expedited Offering:
| (i) | to satisfy its obligations under Section 3.2 with respect to the Investor’s exercise of the Participation Right, the Company shall only be required to use its commercially reasonable efforts to cause the underwriters of an Expedited Offering to include the Investor as a purchaser therein on the same terms as such Expedited Offering; provided, however, that if the Investor is unable to purchase a sufficient number of Offered Securities under the Expedited Offering to maintain the percentage ownership interest in the issued and outstanding Company Shares that it had immediately prior to the completion of such Expedited Offering, then the Investor shall be permitted to make the election specified in Section 3.6(c)(ii) within five Business Days of being notified in writing that it will not be permitted to purchase a sufficient number of Offered Securities in the Expedited Offering to maintain such percentage ownership interest, in which case, subject to Stock Exchange requirements and the receipt of all regulatory or other approvals required by applicable Laws, the Investor shall be permitted to purchase through a private placement, the number of Offered Securities required to maintain a percentage ownership interest in the issued and outstanding Company Shares, after giving effect to such Expedited Offering, that is the same as the percentage ownership interest that it had immediately prior to completion of such Expedited Offering, and the provisions of Section 3.6(c)(ii) relating to private placements shall apply to such private placement mutatis mutandis; and |
| (ii) | the Investor may, in its sole discretion, elect not to participate in the Expedited Offering and instead elect by written notice to the Company (the “Expedited Offering Participation Notice”) within five Business Days after receipt of the applicable Offering Notice, to exercise its Participation Right through a private placement of up to such number of Company Shares that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Company Shares, after giving effect to such Expedited Offering, that is the same as the percentage ownership interest that it had immediately prior to completion of such Expedited Offering, in each case, subject to Stock Exchange requirements and the receipt of all regulatory or other approvals required by applicable Laws. Unless otherwise required by any Stock Exchange, such private placement shall be at the same offering price and otherwise on substantially the same terms as such Expedited Offering and shall be completed on the later of: (A) five Business Days following receipt by the Company of the Expedited Offering Participation Notice, and (B) the completion of such Expedited Offering. |
| 3.7 | Issuances Not Subject to Participation Rights or Top-Up Rights |
Notwithstanding anything to the contrary contained herein, the other provisions of this Article 3 will not apply to any Issuances in the following circumstances:
| (a) | a rights offering that is open to all Company Shareholders including the Investor; |
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| (b) | any share split, share dividend or recapitalization of the Company or any Subsidiary, provided that the beneficial Company Shareholders or beneficial shareholders of such Subsidiary, as applicable, and the percentage ownership of each such beneficial shareholder do not change as a result thereof; |
| (c) | any issuance for consideration other than cash pursuant to a merger, amalgamation, arrangement, consolidation or similar business combination or acquisition of assets approved by the Company Board; |
| (d) | an Offering of Offered Securities to the Investor or any of its Affiliates; or |
| (e) | any issuance completed following the date hereof for compensatory purposes to directors, officers or employees of, or consultants to, the Company and its Affiliates pursuant to any security compensation plan of the Company that complies with Stock Exchange requirements. |
| 3.8 | Blackout Periods |
In relation to any exercise periods for the Investor to elect to exercise the Top-up Right to acquire the Top-up Shares, to the extent that the Investor is restricted from trading in securities of the Company pursuant to Laws, the relevant exercise period shall be extended until the fifth Business Day following the termination of such restriction.
| 3.9 | Coordination with Other Rights |
Notwithstanding any other provision of this Agreement, the Company shall comply with its obligations under this Article 3 and any participation, pre-emptive, top-up or similar rights granted by the Company to any other Person (including pursuant to any investor rights or similar agreement), to the extent such rights are engaged in connection with any Offering or Dilutive Issuance, in a coordinated manner and as part of such Offering or Top-up Offering, and no issuance of securities of the Company pursuant to the exercise of any such rights of any other Person shall constitute a separate Offering or Dilutive Issuance or otherwise give rise to any further or consequential Participation Right or Top-up Right. The Investor acknowledges that nothing in this Agreement shall restrict the Company from granting any such rights to, or entering into any investor rights or similar agreement with, any other Person.
Article 4
ADDITIONAL COVENANTS
| 4.1 | Voting |
At all times during the period from the date hereof until the date that is 36 months following the date hereof, the Investor agrees that it shall, and shall cause its Affiliates to, vote for (or cause to be voted) all of the Company Shares or other voting securities that it owns or over which it exercises control or direction (“Voting Securities”) in accordance with the recommendations of the Company Board or management of the Company or abstain from voting such Voting Securities on such matter, in respect of (x) the election of management’s nominees for directors of the Company and (y) the appointment of the auditor of the Company; provided, however, that the Investor shall not be under any obligation to vote in the same manner as recommended by the Company Board or in any other manner, other than in the Investor’s sole discretion, with respect to any other matter, including without limitation, the approval (or non-approval) or adoption (or non-adoption) of, or other proposal directly related to, any merger, amalgamation, arrangement or other business combination transaction involving the Company, the sale of all or substantially all of the assets of the Company or its Subsidiaries, or any other change of control transaction involving the Company.
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| 4.2 | Reporting Issuer Status and Listing of Company Shares |
(a) Subject to Section 4.2(b), the Company shall use commercially reasonable efforts to:
| (i) | maintain the Company’s status as a “reporting issuer” not in default under Canadian Securities Laws; and |
| (ii) | cause the Company Shares to be listed and posted for trading on the [TSX/TSXV] and thereafter maintain the listing of the Company Shares on the [TSX/TSXV], the [TSX/TSXV] or another stock exchange acceptable to the Investor, acting reasonably. |
(b) Notwithstanding Section 4.2(a), the Company shall not be restricted or prevented from pursuing, engaging in or completing any transaction which would result in the Company ceasing to be a “reporting issuer” or the Company Shares ceasing to be listed or posted for trading on the [TSX/TSXV], the [TSX/TSXV] or other stock exchange so long as, pursuant to such transaction, (i) Company Shareholders receive (A) cash, (B) securities of a Person listed on the TSX, TSXV, New York Stock Exchange, or NASDAQ, or (C) a combination of cash and such securities, or (ii) the Investor or the Company Shareholders have approved such transaction (by the requisite majority required under applicable Laws).
Article 5
MISCELLANEOUS
| 5.1 | Termination |
This Agreement shall terminate and all rights and obligations hereunder shall cease immediately at such time as the Investor ceases to own at least 5% of the issued and outstanding Company Shares.
| 5.2 | Governing Law; Specific Performance |
(a) This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(b) Each of the Parties hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising under and in relation to this Agreement and waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts. Any legal proceedings arising out of this Agreement shall be conducted in the English language only.
(c) The Parties acknowledge and agree that monetary damages would not adequately compensate an injured Party for the breach of this Agreement by any Party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order, without bond. Further, each Party waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
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| 5.3 | Statements as to Factual Matters |
All statements as to factual matters contained in the recitals or in any certificate or other instrument delivered pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties under this Agreement.
| 5.4 | Amendments |
No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall be effective unless the same shall be in writing and executed by all Parties.
| 5.5 | Successors and Assigns |
(a) The rights provided by this Agreement may only be assigned, in whole or in part, by the Investor to a Permitted Assign, without the prior approval of the Company. Upon such assignment, the Permitted Assign shall be treated as the Investor for all purposes under this Agreement, except that any entitlements to notice and any entitlements to furnished documentation pursuant to this Agreement shall be satisfied by the Company through delivery to the transferring Investor on behalf of the Permitted Assign. If at any time following an assignment pursuant to this Section 5.5(a), the Permitted Assign ceases to be an Affiliate of the Investor, then, unless the Company otherwise agrees in writing, (i) all rights assigned to such Permitted Assign under this Agreement shall immediately and automatically revert to the Investor (or, if the Investor has ceased to exist, shall terminate), and (ii) the former Permitted Assign shall have no further rights or obligations under this Agreement. The Investor shall promptly notify the Company in writing upon becoming aware that a Permitted Assign has ceased to be an Affiliate of the Investor.
(b) Except as otherwise expressly provided, the provisions prescribed herein shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the Parties and Permitted Assigns hereto.
| 5.6 | Entire Agreement |
This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the Parties with regard to the subject hereof and no Party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.
| 5.7 | Severability |
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon a determination that any term or other provision of this Agreement is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.
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| 5.8 | Delays or Omissions |
It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any holder, upon any breach, default or noncompliance of any Party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any Party’s part of any breach, default or noncompliance under this Agreement or any waiver on such Party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any holder, shall be cumulative and not alternative.
| 5.9 | Further Assurances |
Each of the Parties shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.
| 5.10 | Time of Essence |
Time shall be of the essence of this Agreement.
| 5.11 | Expenses |
Each Party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of their respective legal counsel, financial advisors, accountants, consultants and other professional advisors.
| 5.12 | Public Filing |
The Investor acknowledges and agrees that the Company may determine to file a copy of this Agreement (and any amendment hereto) on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval+ at www.sedarplus.ca.
| 5.13 | Notices |
Any notice under this Agreement shall be given in writing and either delivered, sent by e-mail or mailed by prepaid registered post to the Party to receive such notice at the address or email address indicated below:
| (a) | to the Company at: |
RoxOn
Resources Inc.
[n]
Attention: [n]
Email: [n]
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| (b) | to the Investor at: |
[n]
[n]
Attention: [n]
Email: [n]
or such other address or email address as such Party may hereafter designate by notice in writing to the other Party. If a notice is delivered, it shall be effective from the date of delivery; if such notice is sent by email during normal business hours of the addressee, it shall be effective on the Business Day such notice is sent and, if not sent during normal business hours of the addressee, then on the Business Day following the date such notice is sent; and if such notice is sent by mail, it shall be effective three Business Days following the date of mailing, excluding all days when normal mail service is interrupted.
| 5.14 | Counterparts |
This Agreement may be executed in any number of counterparts (whether by fax or other electronic means), each of which shall be deemed an original, but all of which together shall constitute one instrument.
(The remainder of this page is intentionally left blank; signature page follows.)
IN WITNESS WHEREOF, the Parties have executed this Investor Agreement as of the date set forth above.
| Roxon Resources Inc. | |||
| by | |||
| Name: | |||
| Title: | |||
| Name: | |||
| Title: | |||
| ROXMORE RESOURCES INC. | |||
| by | |||
| Name: | |||
| Title: | |||
| Name: | |||
| Title: | |||
Signature Page – Investor Agreement
Exhibit 99.1
 |
News Release October 13, 2026 |
SSR MINING ANNOUNCES THE ACQUISITION OF ROXMORE RESOURCES
COMPLEMENTARY STRATEGIC TRANSACTION FURTHER ENHANCES
THE FUTURE OF SSR MINING’S US PLATFORM
| § | ROXMORE’S MULTI-MILLION OUNCE CONVERSE PROJECT IS LOCATED SIX KILOMETERS FROM THE MARIGOLD COMPLEX IN NEVADA |
| § | following the construction of the buffalo valley PROJECT, SSR MINING ENVISIONS DEVELOPiNG converse as a CONTIGUOUS ASSET TO marigold with the POTENTIAL TO ADD APPROXIMATELY 150,000 - 170,000 OUNCES OF ANNUAL GOLD PRODUCTION over 10+ years |
| § | ONCE CONVERSE IS IN PRODUCTION, SSR Mining’s US PLATFORM IS EXPECTED to exceed 450,000 OUNCES of annual production during peak years and AVERAGE approximately 350,000 – 400,000 OUNCES OF GOLD PRODUCTION annually between 2033 and 2042 |
| § | POTENTIAL TO DELIVER +$200 MILLION IN LIFE OF MINE SYNERGIES AS COMPARED TO A STAND-ALONE OPERATION |
| § | HIGHLY ACCRETIVE ALL-CASH TRANSACTION PAID FROM SSR MINING’S EXISTING CASH POSITION |
| § | NO MATERIAL CAPITAL EXPENDITURES EXPECTED UNTIL EARLY 2030s |
| § | REINFORCES SSR MINING’S COMMITMENT TO LOW CAPITAL INTENSITY GROWTH IN ITS CORE JURISDICTIONS, BUILDING ON THE COMPANY’S POSITION AS THE THIRD LARGEST GOLD PRODUCER in the usa |
DENVER - SSR Mining Inc. (Nasdaq/TSX: SSRM) ("SSR Mining" or the “Company") is pleased to announce that it has entered into a definitive agreement (the “Agreement”) whereby a wholly owned affiliate of SSR Mining will acquire all of the issued and outstanding shares of Roxmore Resources Inc. (TSX:RM) (“Roxmore”) pursuant to a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”). All figures are in U.S. dollars, unless otherwise indicated.
Roxmore’s Converse Gold Project (“Converse”, the “Project”) is located 6 kilometers west of SSR Mining’s Marigold Complex (“Marigold”) on the Battle Mountain – Eureka Trend in Nevada, USA. Developing Converse as a contiguous asset to Marigold is expected to create opportunities for an expanded production profile in Nevada and deliver more than $200 million in life-of-mine synergies compared to the development of the Project on a stand-alone basis.
Under the terms of the Transaction, Roxmore shareholders will receive C$6.75 per Roxmore common share in cash consideration. Roxmore shareholders will also receive common shares of a newly created gold exploration company (“SpinCo”) that will hold interests in Roxmore’s Rattlesnake Hills Project, Shabu River Project, and Newton Property. SpinCo will be funded with US$10,000,000 in cash and will be owned 85.01% by former Roxmore shareholders and 14.99% by SSR Mining and be led by key members of Roxmore’s current management team. The cash component of the consideration, excluding the value of SpinCo, represents a 27% premium to Roxmore’s closing price on the Toronto Stock Exchange as of October 9th, 2026 and a 47% premium to the 20-day volume weighted average price (“VWAP”). The fully-diluted in-the-money equity value of the Transaction (excluding the value of SpinCo) is estimated to be approximately $464 million and enterprise value of $392 million. SSR Mining will fund the cash component of the consideration from the Company’s current balance sheet.
 | | PAGE 1 |
Strategic Rationale for the Transaction
| · | Adds a multi-million ounce heap leachable resource six kilometers from Marigold providing a clear pathway to future production growth and district-scale development |
| o | Roxmore’s 2026 mineral resource estimate included 103 million tonnes of Indicated resources at 0.65 g/t containing 2.2 million ounces of gold and 218 million tonnes of Inferred resources at 0.43 g/t containing 3.0 million ounces of gold (1) |
| o | SSR Mining envisions developing Converse as a contiguous asset to the Marigold Complex using the same $2,200/oz Mineral Reserve and $2,500/oz Mineral Resource pit shell assumptions used in the 2026 Marigold Complex technical report summary issued on October 13, 2026 (the “Marigold TRS”) |
| § | This contrasts with the standalone development scenario presented in the 2026 Converse preliminary economic assessment, which was based on a $3,000/oz resource pit shell (2) |
| o | Additional resource growth and conversion potential exists through future resource development and exploration drilling |
| · | Potential to materially enhance longer-term production scale in the USA |
| o | Under SSR Mining’s proposed development approach, Converse has the potential to add approximately 150,000 - 170,000 ounces of gold production annually over an estimated 10+ year mine life with initial production targeted for 2033 |
| o | Initial capital for construction is estimated at $800 to $900 million with no material capital spend expected until the early 2030s |
| o | Combined with Marigold and Cripple Creek & Victor (“CC&V”), the Company’s active gold mine in Colorado and its production profile as outlined in the 2025 CC&V technical report summary issued on November 10, 2025 (the “CC&V TRS”), SSR Mining has the potential to produce 350,000 to 400,000 ounces of annual gold production from the USA through the 2030s |
| · | Synergies of over $200 million uniquely available to SSR Mining |
| o | Converse’s proximity to Marigold provides the unique potential to realize estimated undiscounted life-of-mine synergies of at least $200 million through the elimination of duplicate site and corporate G&A costs, as well as procurement and supply chain efficiencies across the Company’s US platform |
| o | Potential additional synergies to be evaluated in future technical work, including shared maintenance facilities, mining fleet optimization, shared water rights, and other areas, representing additional potential upside |
| · | Converse will benefit from SSR Mining’s permitting, mine development, and operational expertise |
| o | Marigold has been in operation since 1989, providing SSR Mining with extensive operational experience, established stakeholder relationships and a track record of delivering value in the region |
| o | Technical due diligence was informed by current Marigold operating costs and recent detailed engineering work completed for the 2026 Marigold TRS, providing a high degree of confidence in the projected capital and operating cost assumptions for Converse |
| o | SSR Mining will build upon the extensive due diligence completed on Converse to further optimize the Project |
| o | Near-term work at Converse will focus on environmental baseline studies, permitting, flowsheet optimization, and technical de-risking activities |
| · | Leverages SSR Mining’s proven track record of creating significant value for shareholders through strategic M&A |
| o | Transaction expected to be accretive to key per share metrics including net asset value and gold Mineral Resources with an investment IRR, inclusive of the cost of acquisition, in excess of SSR Mining’s internal hurdle rate |
| o | SSR Mining’s in-house expertise operating the large tonnage operations at Marigold and CC&V is expected to help ensure the successful integration, development and future operation of Converse |
| o | The Marigold Complex was acquired for a total acquisition cost of $309 million, inclusive of the acquisitions of the Buffalo Valley and Trenton Canyon properties, and now features a +20-year mine life with an NPV5% of $3.3B and has generated more than $1 billion in mine-site free cash flow since acquisition (3) |
| o | Since acquiring CC&V in 2025 for total transaction consideration of $275 million, the operation has generated more than $345 million in mine-site free cash flow and carries a consensus NPV of $1.6 billion |
| | | PAGE 2 |
Rod Antal, Executive Chairman of SSR Mining, said, “The acquisition of Roxmore and its Converse Gold Project represents a compelling opportunity to add a high-quality multi-million ounce gold resource next door to our Marigold mine at an attractive valuation. We have been carefully monitoring the progress of the Converse deposit for some time, and have conducted a focused due diligence review of the asset. Our due diligence process has been informed by our operational expertise at Marigold, including the technical work completed earlier this year for the construction of the nearby Buffalo Valley project. SSR Mining is the natural acquiror of this exciting deposit and developing an asset in close proximity to Marigold will allow for clear operating and financial efficiencies.
Building on the multi-decade mine life we have now defined for Marigold, Converse has the potential to add 150,000 – 170,000 ounces of average annual gold production to our US operations. The Transaction further reinforces the quality and scale of our platform in the USA and demonstrates our commitment to deliver value accretive growth in our core jurisdictions.
The acquisition will be fully funded from our existing cash position and is aligned with our disciplined capital allocation strategy. Additionally, with no material development spend until the early 2030s, the Transaction ensures SSR Mining retains its free cash flow leadership, supporting the potential for continued, peer-leading capital returns.”
Overview of the Converse Gold Project
Strategic Location
The Converse Gold Project borders the Marigold property and is located approximately 6 kilometers from Marigold’s main infrastructure, creating opportunities for shared services during future development. Combined with SSR Mining’s operational expertise and track record of value creation at Marigold, the Company expects meaningful cost savings and development efficiencies as compared to the standalone operation of the Converse project.
The Converse property is comprised of 526 unpatented mining claims and seven fee land parcels, covering more than 5,000 hectares in Humboldt and Pershing counties, Nevada. The Project is expected to be evaluated as a future extension of the broader Marigold Complex.
Figure 1: Project Location
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Geology
The Converse property hosts two gold-rich skarn deposits known as North Redline and South Redline. These deposits formed following the emplacement of the Redline granitic intrusion into the Havallah Formation sedimentary package. Mineralization is present to 650 meters depth and over a cumulative strike length in excess of 1.2 kilometers. The deposit remains open at depth and along several structural trends, highlighting the potential for future resource growth. Sulfide abundance is relatively low throughout the deposits, typically under 0.5%, and the oxidation profile extends to 400 meters depth along key structures.
As part of its due diligence process, SSR Mining completed an independent review of the Converse Mineral Resource estimate using Mineral Reserve and Mineral Resource price assumptions applied at Marigold, which are lower than the $3,000/oz pit shell used in Roxmore’s 2026 preliminary economic assessment for Converse (the “2026 Converse PEA”). The due diligence process also identified significant upside potential through additional resource development and exploration drilling at the Project, as well as through the potential for higher gold price assumptions in resource shell designs.
Mining
Converse will be mined as a conventional open pit operation using standard truck and shovel mining methods. Importantly, SSR Mining envisages the development of the Converse Project at reduced annual ore tonnages than outlined in the 2026 Converse PEA in context of utilizing a $2,200/oz pit shell, consistent with the Mineral Reserve assumptions applied at Marigold.
Figure 2: SSR Mining – Illustrative Combined U.S. Production Profile (4)
Metallurgy & Processing
Extensive metallurgical testing demonstrates that the Converse Project mineralization is amenable to conventional heap leaching. The existing metallurgical database is substantial and includes approximately 1,000 bottle roll tests and 75 column leach tests indicating that crush size is the dominant driver of gold recoveries.
As part of its due diligence review, SSR Mining completed independent metallurgical verification, including copper solubility and cyanide soluble gold testing on representative samples across different lithologies, deposit depths and oxidation levels. The results of this work support SSR Mining’s assessment of the Project and provide confidence in the metallurgical assumptions underpinning its evaluation.
As project development advances, SSR Mining will conduct further metallurgical studies that will focus on optimizing flowsheet design, maximizing recoveries and refining operating parameters. Currently, SSR Mining envisions processing Converse ore via a 3-stage crush heap leach operation. Processing cost assumptions are supported by recent detailed engineering and unit price estimates completed for the 2026 Marigold TRS.
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Capital Costs
Initial capital costs are estimated at $800 to $900 million with no material development capital requirements until the early-2030s.
Overall capital cost estimates for the potential development of Converse are supported by the due diligence completed by SSR Mining, detailed engineering work completed as part of the 2026 Marigold TRS for all key items including fleet additions, heap leach pads and process plant as well as from SSR Mining’s direct experience related to hydrogeology, dewatering, site power, and mine equipment costs at Marigold.
Environmental & Permitting
Development of the Converse Project will require federal permitting led by the U.S. Bureau of Land Management, including submission of a Plan of Operations and completion of environmental baseline studies. Given the anticipated scale of the Project, an Environmental Impact Statement process is expected.
SSR Mining believes Converse benefits from a well-defined permitting pathway and intends to leverage its extensive experience permitting and operating mines in Nevada, including Marigold and the adjacent Buffalo Valley project.
Transaction Summary
The proposed Transaction will be completed pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). The Transaction is subject to certain approvals at a special meeting of Roxmore securityholders to be held (the “Special Meeting”), including the approval of (i) at least 66 2/3% of the votes cast by the securityholders of Roxmore (including the holders of Roxmore shares, warrants and options and, (ii) if required, a simple majority of the votes cast on such resolution by Roxmore shareholders present in person or represented by proxy at the Special Meeting excluding, for the purposes of this clause (ii), votes attached to Roxmore shares held by Persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions.
In addition to the foregoing, the Transaction is also subject to the satisfaction of certain other closing conditions customary for a transaction of this nature including court approval. Subject to the satisfaction of these conditions, the Transaction is expected to be completed in Q4 2026. The Arrangement Agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. Additionally, a break fee of C$18 million is payable to SSR Mining by Roxmore in certain circumstances if the Transaction is not completed.
Full details of the Transaction, including the Spin-Out, will be included in the Roxmore information circular to be mailed to Roxmore securityholders in connection with the Special Meeting.
Voting Support Agreements
The Transaction is supported by Roxmore’s directors, senior executives and certain major shareholders, who, in aggregate, hold approximately 26.8% of the issued and outstanding Roxmore shares (on a fully diluted basis) and who have entered into agreements to vote all of their Shares and other equity securities in favor of the Transaction.
Counsel & Fairness Opinion
Stikeman Elliott LLP and Dorsey & Whitney LLP are acting as SSR Mining’s legal advisor. CIBC World Markets Inc. has provided a fairness opinion to the Board of Directors of SSR Mining, to the effect that, subject to the assumptions, limitations and qualifications set out in its fairness opinion, as of October 9, 2026, the consideration to be paid by SSR Mining pursuant to the Agreement is fair, from a financial point of view, to the Company.
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About SSR Mining
SSR Mining Inc. is a free-cash-flow-focused gold and silver mining company and the third-largest gold producer in the United States. SSR Mining has a diversified portfolio of operating, development and exploration assets across the Americas, including four operating mines in the USA, Canada, and Argentina. In 2026, SSR Mining is expected to produce between 450,000 and 535,000 Gold Equivalent Ounces. The Company is headquartered in Denver, Colorado and is listed under the ticker symbol SSRM on the Nasdaq Stock Market and the Toronto Stock Exchange.
For more information, please visit: www.ssrmining.com.
E-Mail: invest@ssrmining.com
Phone: +1 (888) 338-0046
Endnotes
| (1) | Roxmore’s 2026 Mineral Resource Estimate has an effective date of March 31, 2026, and was estimated using a long-term gold price of $3,000 per ounce. For further details, see Roxmore press release of April 20, 2026, and Roxmore’s technical report entitled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Converse Project, Nevada, USA” with an effective date of May 2, 2026. |
| (2) | Roxmore press release dated April 20, 2026, and Roxmore technical report entitled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Converse Project, Nevada, USA” with an effective date of May 2, 2026. The preliminary economic assessment contained in such report is preliminary in nature and includes an economic analysis that is based, in part, on inferred Mineral Resources. Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. |
| (3) | “Mine-site free cash flow” is calculated as revenue less cost of sales, exploration and evaluation expenditures, capital expenditures and taxes. Please see the endnotes to this press release for a calculation of Mine-site free cash flow cash. |
| (4) | Illustrative Stacked Production Profile. Converse Gold Production reflects SSR Mining’s current estimate for the Project. Existing USA production profile represents current Mineral Reserves (Proven & Probable) only. Production attributed to Converse is based on current Mineral Resources (Indicated, and Inferred) and represents conceptual development potential only. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Realization of the potential profile from Converse is contingent upon successful infill drilling, completion of economic studies, permitting, and financing. |
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Cautionary Note Regarding Forward-Looking Information and Statements:
This press release includes “forward looking information” within the meaning of applicable securities laws. Forward-looking information can be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “projects”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, the successful completion of the acquisition of Roxmore and the timing and benefits thereof; forecasts and outlook; guidance; our operational and development targets and catalysts and the impact of any suspensions on operations; growth initiatives; the results of any gold reconciliations; the ability to discover additional oxide gold ore; the generation of free cash flow and returning cash to shareholders, including via share repurchases or dividends; matters relating to proposed exploration; communications with local stakeholders; maintaining community and government relations; our joint venture governance and operations; negotiation and completion of transactions; commodity prices; Mineral Resources, Mineral Reserves, conversion of Mineral Resources, realization of Mineral Reserves, and the existence or realization of Mineral Resource estimates; the development approach; the timing and amount of future production; the timing of studies, announcements, and analysis; the timing of construction and development of proposed mines and process facilities; capital and operating expenditures; economic conditions; availability of sufficient financing; exploration plans; receipt of regulatory approvals; timing and impact surrounding suspension or interruption of operations as a result of regulatory requirements or actions by governmental authority; and any and all other timing, exploration, development, operational, financial, budgetary, economic, legal, social, environmental, regulatory, and political matters that may influence or be influenced by future events or conditions
Although we believe that the expectations and assumptions on which such forward-looking information and statements are based are reasonable, you should not place undue reliance on the forward-looking information and statements because we can give no assurance that they will prove to be correct. Forward-looking information and statements are subject to various risks and uncertainties which could cause actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. Important factors that could cause actual results to differ materially from our historical experience, and present projections and expectations are disclosed in our filings that we make on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Forward-looking information and statements speak only as of the date they are made. Other than as required by law, we do not intend, and undertake no obligation to update any forward-looking information and statements to reflect, among other things, new information or events. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.
Qualified Persons
The scientific and technical information contained in this news release have been reviewed and verified by Balaji Subrahmanyan, a “qualified person” under subpart 1 of Regulation S-K 1300 (“S-K 1300”) and National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”. For a description of the key assumptions, parameters and methods used to estimate Mineral Reserves and Mineral Resources included in this news release, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the CC&V TRS, Marigold TRS and 2026 Converse PEA (collectively, the “Technical Disclosure Documents”) for the properties discussed in this news release, which are available under the Company’s corporate profile on EDGAR at www.sec.gov, and under Roxmore’s corporate profile on SEDAR+ at www.sedarplus.ca.
Supplemental Mineral Reserve and Mineral Resource Information
The Technical Disclosure Documents contain detailed descriptions of data verification, sampling and assay procedures, quality assurance and quality control measures, key assumptions, parameters, risks and other factors supporting Mineral Resource and Mineral Reserve estimates and the economic analysis.
Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, market or other relevant issues. A deposit has been classified as Measured, Indicated and Inferred based on confidence in the geological model and drill spacing disclosed in the applicable Technical Disclosure Documents. The quantity and grade of reported Inferred resources are uncertain in nature, and there has not been sufficient work to define any such Inferred Mineral Resources as Indicated or Measured resources. There is no certainty that any part of a Mineral Resource will ever be converted into Mineral Reserves.
Cautionary Note Regarding Non-GAAP Measures
We have included certain non-GAAP performance measures throughout this document to assist in understanding our financial results. These performance measures are employed by us to measure our operating and economic performance internally and to assist in decision-making, as well as to provide key performance information to senior management. We believe that, in addition to measures prepared in accordance with GAAP, certain investors and other stakeholders will find this information useful to evaluate our operating and financial performance; however, these non-GAAP performance measures do not have any standardized meaning. These performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Our definitions of our non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. These non-GAAP measures should be read in conjunction with our condensed consolidated interim financial statements.
Mine site free cash flow is a Non-GAAP Measures with no standardized definition under U.S. GAAP.
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Non-GAAP Measure - Mine Site Free Cash Flow
The Company uses mine site free cash flow to supplement information in its condensed consolidated financial statements. The Company calculates mine site free cash flow as revenue less cost of sales, exploration, evaluation, and reclamation expenditures, cash care and maintenance, capital expenditures and taxes. We believe presenting asset level revenue minus large cash expenditures will be useful for investors because it represents a view of how much cash is actually generated and spent that is directly attributable to a specific site.
The following table provides a calculation of Mine site free cash flow for Marigold and CC&V since acquisition through June 30, 2026:
(in millions of U.S. dollars, since acquisition)
| Marigold | CC&V | |||||||
| Revenue (GAAP) | $ | 4,455 | $ | 765 | ||||
| Cost of sales | $ | (2,395 | ) | $ | (255 | ) | ||
| Exploration & reclamation | $ | (115 | ) | $ | (20 | ) | ||
| Care & maintenance | $ | — | $ | — | ||||
| Capital expenditure | $ | (730 | ) | $ | (70 | ) | ||
| Mine site free cash flow before taxes (non-GAAP) | $ | 1,215 | $ | 420 | ||||
| Taxes (1) | $ | (160 | ) | $ | (75 | ) | ||
| Mine site free cash flow (non-GAAP) | $ | 1,055 | $ | 345 | ||||
(1) Represents federal and state taxes paid since acquisition
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