Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to complete the Arrangement are Transactions shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeClosing Date, of each of the following conditions precedent, each of which may only be waived with by the mutual consent of ▇▇▇▇▇ and the PartiesSellers: (a) the Dolly Varden Shareholder Approval 8.1.1 there shall not be in force any final and non-appealable judgement, injunction, order or decree, and there shall not have been obtained at passed any Law, prohibiting, preventing, restraining or enjoining the Dolly Varden Meeting consummation of the Transactions and there shall be no proceeding in progress that relates to or results from the Transactions that would, if successful, result in an order or ruling of a Governmental Authority that would preclude completion of the transactions in accordance with the Interim Order; (b) terms hereof or would otherwise be inconsistent with the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall which have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with 8.1.2 this Agreement, and Agreement shall not have been set aside terminated pursuant to Sections 8.3 or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise8.5; (e) no Governmental Entity 8.1.3 The Private Placement shall have enactedbeen completed raising gross proceeds of at least $250,000; 8.1.4 there shall not be pending or threatened any suit, issuedaction or proceeding: (i) seeking to prohibit or restrict the seeking to restrain or prohibit the consummation of the Transactions or seeking to obtain from the Corporation or Mansa any damages directly or indirectly in connection with the Transactions, promulgatedor (ii) which otherwise is reasonably likely to have a Material Adverse Effect on the Corporation or a Material Adverse Effect on Mansa; 8.1.5 no order, enforced ruling or entered determination having the effect of suspending the issuance or ceasing the trading of the Payment Shares or any Order other securities of Mansa shall have been issued or Law which is then made by any stock exchange, securities commission or other regulatory authority and be continuing in effect and has no proceedings for that purpose shall have been instituted or pending or, to the effect Knowledge of making Mansa, contemplated or threatened by any stock exchange, securities commission or other regulatory authority; 8.1.6 the Arrangement illegal Exchange shall have provided conditional approval for the Transactions; and 8.1.7 the execution by the Sellers and any other parties, as applicable, of an escrow agreement with respect to some or otherwise preventing or prohibiting consummation all of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Payment Shares, the Exchangeable Shares if and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms Exchange, in accordance with the rules and policies of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsExchange.

Mutual Conditions Precedent. The obligations of the Parties CIVC and Cannus to complete the Arrangement Business Combination are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesCIVC and Cannus: (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Business Combination, the failure of which to obtain could reasonably be expected to have been obtained at a Material Adverse Effect on Cannus or CIVC or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Business Combination, shall have been obtained; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) on the Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the CIVC Shares, the New CIVC Shares, the Cannus Shares or the Amalco Shares shall be in effect; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and there shall not have been set aside be pending or modified threatened any suit, action or proceeding by any Governmental Authority, before any court or Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Business Combination or any of the other transactions contemplated by this Agreement or seeking to obtain from CIVC, CIVC Subco or Cannus any damages that are material in relation to CIVC, CIVC Subco and Cannus and their subsidiaries taken as a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwisewhole; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect distribution of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Amalco Shares and Amalco Exchangeable the New CIVC Shares pursuant to the Plan of Arrangement Business Combination shall be (i) exempt from the registration prospectus requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws regulatory authorities of any state each of the United States, and (ii) shall be freely transferable provinces of Canada or by virtue of applicable exemptions under applicable U.S. Canadian Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. subject to resale restrictions under applicable Canadian Securities Act (Laws other than as applicable to persons who are, have been within 90 days control Persons or pursuant to section 2.6 [Seasoning Period] of National Instrument 45-102 – Resale of Securities of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Canadian Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3Administrators; and (gf) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement this Agreement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties Red Pine, Subco, HB2, Blocker and ▇▇▇▇▇ to complete the Arrangement Business Combination are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesRed Pine and HB2: (a) All consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval completion of the Business Combination, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on HB2 or Red Pine or materially impede the completion of the Business Combination, shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order;obtained. (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the Contango Shareholder Approval consummation of the Business Combination shall have been obtained at the Contango Meeting;issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect. (c) The Subordinate Voting Shares to be issued pursuant to the Key Regulatory Approvals and Key Third Party Consents Business Combination shall have been obtained;conditionally approved for listing on the TSXV, subject to standard conditions on the Effective Date or as soon as practicable thereafter. (d) On the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order Red Pine Shares, the Subordinate Voting Shares, the Multiple Voting Shares, the Proportionate Voting Shares, the ▇▇▇▇▇ Shares, the HB2 membership units, the Blocker shares or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise;effect. (e) no There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedEntity, issuedbefore any court or Governmental Authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action Business Combination or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement or seeking to obtain from any Party any damages that are material in the event that Dolly Varden fails relation to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; andParty. (gf) the The distribution of the Contango Amalco Shares, the Exchangeable Subordinate Voting Shares, Multiple Voting Shares and Amalco Exchangeable Proportionate Voting Shares pursuant to the Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except Laws (other than as applicable to control persons) or pursuant to Section 2.6 of National Instrument 45-102 - Resale of Securities of the Canadian Securities Administrator. (g) This Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the PartiesAcquiror and Target: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Target Shareholders at the Dolly Varden Target Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Target and ContangoAcquiror, acting reasonably, on appeal or otherwise; (ec) no there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity shall have enactedor other regulatory authority, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement that makes it illegal or otherwise preventing directly or prohibiting indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) Spinco Shares to be issued to the Contango Shares, the Exchangeable Shares and Amalco Exchangeable holders of Target Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of thereof; (e) the United States, and Key Regulatory Approvals shall have been obtained; (iif) shall be freely transferable under applicable U.S. Securities Laws and this Agreement shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled terminated pursuant to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3Article 10; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Spinco Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities LawsLaws (other than as applicable to control Persons or pursuant to section 2.6 of National Instrument 45-102). (i) Spinco shall be validly existing under the laws of Canada and all of the issued and outstanding shares of capital stock and other ownership interests in Spinco shall be legally and beneficially owned, except directly or indirectly, by Target free and clear of all Liens, (ii) Target shall, directly or indirectly, hold a number of whole Spinco Shares such that, after giving effect to the distribution of Spinco Shares contemplated in respect Section 3(a)(iii) and 3(a)(iv)(B) of those holders who the Plan of Arrangement (assuming that no Target Shares are subject exchanged pursuant to restrictions Section 3(a)(i) of the Plan of Arrangement), Target would hold 19.9% of the outstanding Spinco Shares, and (iii) Spinco and its subsidiaries shall have the Spinco Cash Amount in cash on resale as a result of being a “control person” under applicable Securities Lawsconsolidated basis.

Mutual Conditions Precedent. 7.1 The respective obligations of the Parties Acquiror and the US Blocker to complete the Arrangement Transaction are subject to the fulfillment, on fulfillment prior to or before at the Effective Time, Closing Date of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Partiesconditions: (a) the Dolly Varden Shareholder Approval Acquiror shall have been obtained at the Dolly Varden Meeting in accordance with the Interim OrderAcquiror Shareholder Approval; (b) the Contango Shareholder Approval US Blocker shall have been obtained at the Contango MeetingUS Blocker Shareholder Approval; (c) the Key Regulatory Approvals and Key Third Party Consents all required Authorizations shall have been obtainedobtained on terms and conditions satisfactory to the parties, acting reasonably; (d) on or before the Interim Order and the Final Order Closing Date, there shall each have been obtained on all regulatory approvals and all third party consents as may be required to complete the Transaction, if any, in form and terms consistent with this Agreementsatisfactory to the Acquiror and the US Blocker, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, each acting reasonably, unless otherwise provided for between the parties, or if a failure to obtain such approvals or consents would not have a Material Adverse Effect on appeal the Acquiror or otherwise;the US Blocker or materially impede the completion of the Transaction; and (e) no Governmental Entity action shall have enacted, issued, promulgated, enforced been taken by any court or entered any Order governmental body prohibiting or Law which is then in effect making illegal the execution and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions delivery of this Section 7.1(f) in failing to complete the transactions Agreement or any transaction contemplated by this Agreement Agreement. The conditions precedent in this Article 7 are for the event mutual benefit of the Acquiror and the US Blocker and may be waived, in whole or in part, at any time if waived by both the Acquiror and the US Blocker, such waiver being without prejudice to any other right that Dolly Varden fails to advise any Party may have. In case any of the Court prior foregoing conditions cannot be fulfilled on or before the Closing Date to the hearing satisfaction of the Acquiror and the US Blocker, any of the Acquiror and the US Blocker may rescind this Agreement by notice to the other Party and in such event each of the US Blocker, the Shareholders and the Acquiror shall be released from all obligations hereunder, other than in respect of the Final Order, as required by liability of a party for breach of any of the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements or conditions set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on herein before such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawstermination.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived waived, in whole or in part, with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Company Shareholders at the Dolly Varden Company Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangoeither the Company or the Purchaser, each acting reasonably, on appeal or otherwise; (c) the Purchaser Stockholder Approval shall have been obtained in accordance with Nasdaq rules and applicable Law at the Purchaser Meeting; (d) all of the Key Regulatory Approvals shall have been obtained and shall remain in full force and effect; (e) there shall be no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has that makes the effect consummation of making the Arrangement illegal or otherwise preventing prohibits or enjoins the Company or the Purchaser from consummating the Arrangement (including, for the avoidance of doubt, any Law prohibiting consummation the issuance of the Arrangement, and Consideration Shares without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt an exemption from the registration requirements of the U.S. Securities Act in reliance upon the Section pursuant to section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and); (gf) the distribution of the Contango Shares, the Exchangeable Consideration Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws 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 Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws; (g) the Purchaser Shares to be issued pursuant to or in connection with the Arrangement, except including the Purchaser Shares to be issued upon exercise of the Company Options, shall have been approved for listing on Nasdaq (subject only to official notice of issuance); and (h) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated hereby, and in particular the Arrangement, are subject to the fulfillmentsatisfaction, on or before the Effective TimeDate or such other time specified, of each of the following conditions precedentconditions, each any of which may only be waived with by the mutual consent of the Partiessuch Parties without prejudice to their right to rely on any other of such conditions: (a) on or prior to September 28, 2007, the Dolly Varden Shareholder Approval Interim Order shall have been obtained at the Dolly Varden Meeting granted in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals form and Key Third Party Consents shall have been obtained; (d) the Interim Order substance satisfactory to each of Purchaser and the Final Order shall each have been obtained on terms consistent with this AgreementWestern, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Dolly Varden Purchaser and ContangoWestern, acting reasonably, on appeal or otherwise; (b) the Mailing Date shall occur not later than October 1, 2007; (c) the Arrangement Resolution shall have been passed by the Western Shareholders, on or prior to November 23, 2007 in accordance with the Interim Order and in form and substance satisfactory to each of Purchaser and Western, acting reasonably; (d) on or prior to November 30, 2007, the Final Order shall have been granted in form and substance satisfactory to Purchaser and Western, acting reasonably and such order shall not have been set aside or modified in a manner unacceptable to Purchaser and Western, acting reasonably, on appeal or otherwise; (e) no Governmental Entity the Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall be in form and substance satisfactory to each of Purchaser and Western, acting reasonably; (f) the Effective Date shall have enactedoccurred not later than the Outside Date; (g) Purchaser and Western shall have obtained all consents, issuedwaivers, promulgated, enforced or entered any Order or Law which is then in effect permissions and has the effect of making approvals necessary to complete the Arrangement illegal by or otherwise preventing from relevant Governmental Authorities, on terms and conditions satisfactory to the Parties, acting reasonably, including without limitation: (i) the approval of the Western Shareholders required for the Arrangement pursuant to the ABCA or prohibiting consummation as required by the Court and other matters relating to the Arrangement; (ii) the approval of the Court and; if applicable, the required approvals from the Minister of Industry under the Investment Canada Act; (iii) either a notification or a request for an advance ruling certificate under the Competition Act in respect of the Arrangement shall been made and (i) any waiting periods prescribed under the Competition Act shall have expired and the Parties shall have received a no-action letter from the Commissioner of Competition satisfactory to Marathon, acting reasonably; or (ii) the Parties shall have received an advance ruling certificate from the Competition Bureau in respect of the transactions contemplated herein; or (iii) the Commissioner of Competition shall have waived the obligation to file under section 114 of the Competition Act and the Parties shall have received a no-action letter from the Commissioner of Competition satisfactory to Marathon, acting reasonably; (iv) the approval of the NYSE with respect to the additional listing of the Purchaser Shares and the Purchaser Shares issuable on exchange of the Exchangeable Shares issuable under the terms of the Arrangement; and (v) the waiting period under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, if applicable to the transactions contemplated under the Arrangement, shall have expired or been terminated, and without limiting no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period and remain unresolved, (collectively, the foregoing“Third Party Approvals”); (h) all domestic and foreign statutory and regulatory waiting periods applicable to the transactions contemplated by the Arrangement, shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period; (i) there shall be no action taken under any existing Applicable Law, nor any statute, rule, regulation or proceeding pending order which is enacted, enforced, promulgated or threatened in writing issued by a any Governmental Entity that is reasonably likely toAuthority, that: (i) enjoin makes illegal or prohibit Contango otherwise directly or indirectly restrains, enjoins or prohibits the Acquiror’s ability to acquire, hold, Arrangement or exercise full rights of ownership over, any Dolly Varden Sharesother transactions contemplated herein; or (ii) if results in a judgment or assessment of material damages directly or indirectly relating to the Arrangement is consummated, have a Dolly Varden Material Adverse Effecttransactions contemplated herein; (fj) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement Form S-3 shall be (i) exempt from the registration requirements of have become effective under the U.S. Securities Act in reliance upon and no stop order suspending the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state effectiveness of the United States, and (ii) Form S-3 shall be freely transferable under applicable U.S. Securities Laws in effect and no proceedings for such purpose shall not be “restricted securities” within pending before the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3SEC; and (gk) Purchaser and Western shall be satisfied that the distribution Subsequent Transactions (as defined in the Plan of Arrangement) will be completed immediately following the Effective Time on terms and conditions mutually acceptable to Western and Purchaser. The foregoing conditions are for the mutual benefit of Purchaser and Western and may be asserted by Purchaser and Western regardless of the Contango Sharescircumstances and may be waived by Purchaser and Western (with respect to such Party) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Purchaser or Western may have. If any of the foregoing conditions are not satisfied or waived, Western or Purchaser, as the case may be, may terminate this Agreement (save and except for Article 6, Section 4.4, Section 2.13 and Section 2.14 hereof which shall survive such termination and remain in full force and effect), provided that, prior to the filing of the Articles of Arrangement for the purpose of giving effect to the Arrangement, the Exchangeable Shares and Amalco Exchangeable Shares pursuant Party intending to rely thereon has delivered a written notice to the Arrangement shall other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent. More than one such notice may be exempt from the prospectus and registration requirements of applicable Securities Laws delivered by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsParty.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement Merger are subject to the fulfillmentsatisfaction, or mutual waiver by PLx and DPRX, on or before the Effective TimeClosing Date, of each of the following conditions precedentconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesParties and which may be waived, in whole or in part, by PLx and DPRX at any time: (a) the Dolly Varden Shareholder DPRX Stockholder Approval (other than the stockholder approval of the Reverse Stock Split) shall have been obtained at the DPRX Meeting in accordance with applicable Laws; (b) the PLx Stockholder Approval shall have been obtained at the Dolly Varden PLx Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meetingapplicable Laws; (c) the Key Regulatory Approvals and Key Third Party Consents Form S-4 shall have been obtaineddeclared effective and no stop order suspending the effectiveness of the Form S-4 shall be in effect; (d) the Interim Order DPRX Shares (i) to be issued as Merger Consideration, and the Final Order (ii) issuable on exercise of Replacement PLx Options shall each have been obtained approved for listing on terms consistent with this AgreementNASDAQ, and shall not have been set aside or modified in a manner unacceptable subject only to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseofficial notice of issuance; (e) no applicable Law or Order shall be and remain in effect which imposes, and no suit, action, claim, proceeding or investigation shall be pending or threatened by any Governmental Entity Authority which seeks to impose, any material limitations on DPRX’s ownership of PLx or any Subsidiary of PLx or any requirement that PLx, AcquireCo or DPRX or any of their respective Subsidiaries agree to or implement any Restraint; (f) No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have enactedbeen issued by any court of competent jurisdiction or other Governmental Authority and remain in effect, issued, promulgated, enforced or entered and there shall not be any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3Merger illegal; and (g) There shall not be any Legal Proceeding pending, or overtly threatened in writing, by an official of a Governmental Authority in which such Governmental Authority indicates that it intends to conduct any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the distribution consummation of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant Merger; (b) relating to the Arrangement shall Merger and seeking to obtain from DPRX, AcquireCo or PLx any damages or other relief that may be exempt from material to DPRX or PLx; or (c) seeking to prohibit or limit in any material and adverse respect a Party’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the prospectus and registration requirements stock of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsDPRX.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted at the Dolly Varden European Goldfields Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden European Goldfields and ContangoEldorado, acting reasonably, on appeal or otherwise; (ec) Eldorado Shareholder Approval shall have been obtained; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fe) the Contango Shares, the Exchangeable Eldorado Shares and Amalco Exchangeable Shares Replacement Options to be issued pursuant to the Plan of Arrangement shall be either be: (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and thereof; or (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable registered pursuant to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 an effective registration statement under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden European Goldfields shall not be entitled to rely on the provisions benefit of the condition in this Section 7.1(f) in failing Subsection 6.1(e), and shall be deemed to complete the transactions contemplated by this Agreement have waived such condition, in the event that Dolly Varden European Goldfields fails to advise the Court prior to the hearing in respect of the Final Order, as required Order that Eldorado intends to rely on the exemption from registration afforded by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. of the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, U.S. Securities Act based on the Court’s approval of the Arrangement, Arrangement and comply with the requirements set forth in Section 2.32.13; (f) if applicable, any Foreign Antitrust Clearance shall have been obtained on terms acceptable to each of Eldorado and European Goldfields, acting reasonably; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions suit, action or proceeding by any Governmental Entity or any other Person that has resulted in an imposition of material limitations on such Contango the ability of Eldorado to acquire or hold, or exercise full rights of ownership of, any European Goldfields Shares, Exchangeable including the right to vote the European Goldfields Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions be acquired by it on resale as a result of being a “control person” under applicable Securities Lawsall matters properly presented to the European Goldfields Shareholders.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Tahoe Resolution shall have been obtained approved and adopted by the Tahoe Shareholders at the Dolly Varden Tahoe Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval Pan American Resolutions shall have been obtained approved and adopted by the Pan American Shareholders at the Contango Pan American Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Tahoe and ContangoPan American, acting reasonably, on appeal or otherwise; (ed) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other restraining order, enforced judgment or entered any Order decree against Pan American or Law Tahoe which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (e) no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and without limiting no Law, policy, decision or directive (having the foregoingforce of Law) shall have been enacted, there shall be no action promulgated, amended or proceeding pending or threatened applied, in writing by a Governmental Entity each case that is reasonably likely to: (i) enjoin or prohibit Contango or makes consummation of the Acquiror’s ability to acquireArrangement illegal, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if enjoins or prohibits the Plan of Arrangement is consummatedor the transactions contemplated by this Agreement, have a Dolly Varden Material Adverse Effector (iii) renders this Agreement unenforceable or frustrates the purpose and intent hereof; (f) the Contango Shares, the Exchangeable Pan American Shares and Amalco Exchangeable the CVRs to be issued to Tahoe Shareholders in exchange for their Tahoe Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United StatesExemption, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”” of Pan American and former “affiliates” of Tahoe, as such term is defined in Rule 144 under the U.S. Securities Act), and (iii) shall be registered to the extent required by Section 12(g) of the issuer of such securitiesU.S. Exchange Act; provided, however, that Dolly Varden Tahoe shall not be entitled to rely on the provisions of this Section 7.1(f6.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden Tahoe fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco Pan American will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, Arrangement and comply with the requirements set forth in Section 2.3; and; (g) the Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to the Plan of Arrangement shall be exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption; (h) the Canadian Competition Approval; (i) the Key Regulatory Approvals shall have been obtained; (j) this Agreement shall not have been terminated in accordance with its terms; and (k) the distribution of the Contango Shares, the Exchangeable Pan American Shares and Amalco Exchangeable CVRs (and the Pan American Shares issuable pursuant to the CVRs) pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except in respect Laws (other than as applicable to control persons or pursuant to section 2.6 of those holders who are subject to restrictions on resale as a result National Instrument 45-102 Resale of being a “control person” under applicable Securities LawsSecurities).

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement, are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the ▇▇▇▇▇▇▇▇▇ Shareholders at the Dolly Varden ▇▇▇▇▇▇▇▇▇ Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden ▇▇▇▇▇▇▇▇▇ and ContangoAlamos, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other prohibition or order at Law or under applicable legislation, enforced against Alamos or entered any Order or Law ▇▇▇▇▇▇▇▇▇ which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and without limiting no Law, policy, decision or directive (having the foregoingforce of Law) shall have been enacted, there shall be no action promulgated, amended or proceeding pending or threatened applied, in writing by a Governmental Entity that is reasonably likely toeach case: (i) to enjoin or prohibit Contango the Plan of Arrangement or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Sharestransactions contemplated by this Agreement; or (ii) if which would render this Agreement or the Arrangement is consummated, Voting Agreements unenforceable in any way or frustrate the purpose and intent hereof or thereof; (e) the Key Regulatory Approvals shall have a Dolly Varden Material Adverse Effectbeen obtained; (f) the Contango Shares, Key Third-Party Consents shall have been obtained; (g) all necessary actions shall have been taken with respect to the Exchangeable Shares and Amalco Exchangeable Shares Arrangement so that the Alamos Warrants to be issued in the United States pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act and similar exemptions under all applicable state securities laws; and (other than ii) the Final Order will serve as applicable a basis of a claim to persons who arean exemption, have been within 90 days pursuant to Section 3(a)(10) of the Effective Time, or, at U.S. Securities Act from the Effective Time become, “affiliates”, as such term is defined in Rule 144 under registration requirements of the U.S. Securities Act), regarding the distribution of the issuer of such securitiesAlamos Warrants pursuant to the Arrangement; provided, however, that Dolly Varden ▇▇▇▇▇▇▇▇▇ shall not be entitled to rely on the provisions of this Section 7.1(f6.1(g) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden ▇▇▇▇▇▇▇▇▇ fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, furtherforegoing exemptions, that Contango. the Acquiror and Amalco Alamos will rely on the Section 3(a)(10) Exemption for the issuance of such securities, foregoing exemptions based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3transaction; and (gh) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement this Agreement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties Bayswater, Bayswater Subco, VCP23, ▇▇▇▇▇ and USCo to complete the Arrangement Business Combination are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesBayswater and VCP23: (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Business Combination, the failure of which to obtain could reasonably be expected to have been obtained at a Material Adverse Effect on VCP23 or Bayswater or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Business Combination, shall have been obtained; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) the Subordinate Voting Shares to be issued pursuant to the Business Combination shall have been conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date or as soon as practicable thereafter; (d) on the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order Bayswater Shares, the Subordinate Voting Shares, the Multiple Voting Shares, the Super Voting Shares, the ▇▇▇▇▇ Shares, the VCP23 membership units or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseeffect; (e) no there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedEntity, issuedbefore any court or Governmental Authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the ArrangementBusiness Combination or any of the other transactions contemplated by this Agreement or seeking to obtain from Bayswater, Bayswater Subco or ▇▇▇▇▇ any damages that are material in relation to Bayswater, Bayswater Subco and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by ▇▇▇▇▇ and their subsidiaries taken as a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectwhole; (f) the Contango distribution of Amalco Shares, the Exchangeable Shares Subordinate Voting Shares, Multiple Voting Share and Amalco Exchangeable Super Voting Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except Laws (other than as applicable to control persons) or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators); and (g) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may only be waived with by the mutual consent of the PartiesFirst Majestic and Primero: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved by the Primero Shareholders at the Dolly Varden Primero Shareholder Meeting in accordance with the Interim OrderOrder and applicable Laws; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on in form and terms consistent with this Agreementsatisfactory to each of Primero and First Majestic, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangoeither Party, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has that makes the effect consummation of making the Arrangement illegal or otherwise preventing prohibits or prohibiting consummation of enjoins Primero or First Majestic from consummating the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Consideration Shares, the Exchangeable First Majestic Shares issuable upon exercise of the Replacement Options from time to time, the First Majestic Shares issuable upon exercise of the Primero Warrants from time to time and the First Majestic Shares issuable upon conversion of the Primero Debentures from time to time, shall have been authorized for listing on the TSX and the NYSE, subject to official notice of issuance, provided that First Majestic shall not be required to obtain any such authorization in connection with the First Majestic Shares issuable upon conversion of the Primero Debentures in the event the Debentureholders’ Resolution is approved at the Debentureholder Meeting; (e) the issuance of the Consideration Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall Replacement Options will be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon pursuant to the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United StatesExemption, and (ii) shall be freely transferable under applicable U.S. Securities Laws and such securities shall not be “restricted securities” within subject to hold periods under the meaning of Rule 144 of Securities Laws in Canada or the U.S. Securities Act (other than Act, except as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in may be imposed by Rule 144 under the U.S. Securities Act)Act or except as disclosed in the Shareholder Circular, or except by reason of the issuer existence of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) any controlling interest in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior First Majestic pursuant to the hearing in respect Securities Laws of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3any applicable jurisdiction; and (gf) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement Antitrust Clearance shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawshave been obtained.

Mutual Conditions Precedent. The obligations of the Parties RockBridge, RockBridge Subco, Harvest, US F▇▇▇▇ and Canadian F▇▇▇▇ to complete the Arrangement Business Combination are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesRockBridge and Harvest: (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Business Combination, the failure of which to obtain could reasonably be expected to have been obtained at a Material Adverse Effect on Harvest or RockBridge or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Business Combination, shall have been obtained; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) the Subordinate Voting Shares to be issued pursuant to the Business Combination shall have been conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date or as soon as practicable thereafter; (d) on the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order RockBridge Shares, the Subordinate Voting Shares, the Multiple Voting Shares, the Super Voting Shares, the Canadian F▇▇▇▇ Shares, the US F▇▇▇▇ Shares or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseeffect; (e) no there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedEntity, issuedbefore any court or Governmental Authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting Business Combination or any of the foregoing, there shall be no action or proceeding pending or threatened in writing other transactions contemplated by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectthis Agreement; (f) the Contango distribution of Amalco Shares, the Exchangeable Shares Subordinate Voting Shares, Multiple Voting Share and Amalco Exchangeable Super Voting Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except Laws (other than as applicable to control persons) or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators); and (g) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties ▇▇▇▇▇▇▇▇ and Acpana to complete the Arrangement Amalgamation are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the Parties▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Subco and Acpana: (a) All consents, waivers, permits, exemptions, orders and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Amalgamation, the failure of which to obtain could reasonably be expected to have been obtained at a Material Adverse Effect on Acpana or ▇▇▇▇▇▇▇▇ or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Amalgamation, shall have been obtained; (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Amalgamation shall have been issued by any federal, state, or provincial court having jurisdiction and remain in effect; (c) The ▇▇▇▇▇▇▇▇ Shares shall have been approved for listing on the CSE, subject to normal conditions on the Effective Date or as soon as practicable thereafter; (d) On the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order ▇▇▇▇▇▇▇▇ Shares, the Acpana Shares or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseeffect; (e) no There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedentity, issuedbefore any court or governmental authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action Amalgamation or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement or seeking to obtain from ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Subco or Acpana any damages that are material in the event that Dolly Varden fails relation to advise the Court prior to the hearing in respect of the Final Order▇▇▇▇▇▇▇▇, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror ▇▇▇▇▇▇▇▇ Subco and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3Acpana; and (gf) the The distribution of the Contango Shares, the Exchangeable Amalco Shares and Amalco Exchangeable the ▇▇▇▇▇▇▇▇ Shares pursuant to the Arrangement Amalgamation shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except in respect of those holders who are subject Laws (other than as applicable to restrictions on resale as a result of being a “control person” under applicable Securities Lawspersons).

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived waived, in whole or in part, with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Company Shareholders at the Dolly Varden Company Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangoeither the Company or Hudbay, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) (x) the Contango Shares, the Exchangeable Consideration Shares and Amalco Exchangeable Shares to be issued pursuant to the Plan Arrangement and the Replacement Warrants resulting in accordance with the terms of the Company Warrants upon the effectiveness of the Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section pursuant to section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, thereof and (iiy) shall be freely transferable under applicable U.S. Securities Laws such Consideration Shares and Replacement Warrants shall not be “"restricted securities” " within the meaning of Rule 144 of under the U.S. Securities Act (other than and subject only to restrictions on transfer applicable solely as applicable to persons who area result of the holder being, have been or within the last 90 days of the Effective Timehaving been, or, at the Effective Time become, “affiliates”, an affiliate (as such term is defined in Rule 144 under the U.S. Securities Act)) of Hudbay or except as disclosed in the Company Circular, of the issuer of such securities; provided, however, however that Dolly Varden the Company shall not be entitled to rely on the provisions benefit of the conditions in this Section 7.1(f) in failing 6.1(d), and shall be deemed to complete the transactions contemplated by this Agreement have waived such condition, in the event that Dolly Varden the Company fails to to: (a) advise the Court prior to the hearing in respect of the Final Order, as required by Interim Order that the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will Parties intend to rely on the Section exemption from the registration afforded by section 3(a)(10) Exemption for of the issuance of such securities, U.S. Securities Act based on the Court’s 's approval of the Arrangement, and ; or (b) comply with the requirements to be satisfied by the Company set forth in Section 2.3; and2.8; (ge) the distribution of the Contango Shares, the Exchangeable Consideration Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws 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 Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except ; (f) the Consideration Shares to be issued pursuant to the Arrangement shall have been approved for listing on the NYSE (subject only to official notice of issuance) and the TSX (subject only to customary conditions); (g) all of the Regulatory Approvals shall have been obtained; and (h) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated hereby, and in particular the Amalgamation, are subject to the fulfillmentsatisfaction, on or before the Effective TimeDate or such other time specified, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Partiesconditions: (a) the Dolly Varden Shareholder Approval shall have been obtained at Articles of Amalgamation to be filed with the Dolly Varden Meeting Director in accordance with the Interim OrderAmalgamation shall be in form and substance satisfactory to each of the Parties, acting reasonably; (b) the Contango Shareholder Approval Articles of Continuance to be filed with the Director in accordance with the Amalgamation shall have been obtained at be in form and substance satisfactory to each of the Contango MeetingParties, acting reasonably; (c) there being no act, action, suit or proceeding nor any inquiry or investigation (whether formal or informal) threatened or taken before or by any domestic or foreign court, tribunal or governmental agency or other regulatory authority or administrative agency or commission by any elected or appointed public official or private person (including, without limitation, any individual, corporation, firm, group or entity) in Canada, the Key Regulatory Approvals United States or elsewhere, whether or not having the force of law, and Key Third Party Consents shall no law, regulation or policy will have been obtainedproposed, enacted, promulgated or applied, which has the effect to cease trade, enjoin, prohibit or impose material limitations or conditions on any of the Parties, or which, if the Amalgamation were completed, would materially and adversely affect any of the Parties; (d) there being no prohibition at Applicable Law against the Interim Order and completion of the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseAmalgamation; (e) no Governmental Entity there shall have enactedbeen no material events affecting Clarmin and no material adverse changes in the condition (financial or otherwise), issuedassets, promulgatedliabilities, enforced operations, earnings, business or entered any Order prospects of Clarmin or Law which is then in effect and has Cybin prior to the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse EffectEffective Date; (f) the Contango TSX-V has accepted the delisting of the Clarmin Common Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant such other matters required to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete effect the transactions contemplated by this Agreement in the event hereby that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; andmay require TSX-V approval; (g) the distribution CSE has accepted for listing the Clarmin Common Shares and, if required, the Clarmin Disposition, and such other matters required to effect the transactions contemplated hereby that may require CSE approval; (h) this Agreement shall not have been terminated in accordance with its terms; and (i) Clarmin and Cybin shall be satisfied, in their sole discretion, with the results of all due diligence investigations. The foregoing conditions are for the mutual benefit of the Contango SharesParties and may be waived, in whole or in part, jointly by the Exchangeable Shares and Amalco Exchangeable Shares pursuant Parties, without prejudice to their right to rely on any other such conditions, at any time. If any of the foregoing conditions are not satisfied or waived on or before the Outside Date, or if any circumstance, fact, change, event or occurrence shall have occurred that would render it impossible for any of the foregoing conditions to be satisfied on or before the Outside Date, then a Party may terminate this Agreement by written notice to the Arrangement shall be exempt from other Parties in circumstances where the prospectus and registration requirements failure to satisfy any such condition is not the result, directly or indirectly, of applicable Securities Laws by virtue such terminating Party’s breach of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsthis Agreement.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangothe Company or the Acquiror, acting reasonably, on appeal or otherwise; (eb) no Governmental Entity the Court shall have enacteddetermined that the terms and conditions of the Plan of Arrangement are procedurally and substantively fair to holders of Company Securityholders, issuedand the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, promulgatedacting reasonably; (c) the Company Shareholder Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (d) there shall not exist any prohibition at Law or any action taken, enforced pending or entered threatened under any Order applicable Law or by any Governmental Entity, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror or the Company which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to:; (ie) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, Key Regulatory Approvals and Key Third Party Consents shall have a Dolly Varden Material Adverse Effectbeen obtained; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and this Agreement shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined terminated in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply accordance with the requirements set forth in Section 2.3its terms; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect Laws (other than as applicable to control persons or pursuant to section 2.6 of those holders who are subject to restrictions on resale as a result National Instrument 45-102 – Resale of being a “control person” under applicable Securities Lawsof the Canadian Securities Administrators).

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Target Shareholders and Target Optionholders at the Dolly Varden Target Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Target and ContangoAcquiror, acting reasonably, on appeal or otherwise; (ec) no there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity shall have enactedor other regulatory authority, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement that makes it illegal or otherwise preventing directly or prohibiting indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, the Exchangeable Acquiror Shares and Amalco Exchangeable Spinco Shares to be issued to the holders of Target Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state thereof and, in the case of the United StatesAcquiror Shares to be issued to holders of the Target Shares in connection with the Arrangement, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall will not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable subject to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 resale restrictions under the U.S. Securities Act), subject to restrictions applicable to affiliates (as defined in Rule 405 of the issuer U.S. Securities Act) of such securities; providedAcquiror following the Effective Date; (e) the TSX-V shall have conditionally approved for listing, howeversubject to the payment of fees and the filing of customary required documents, that Dolly Varden the Acquiror Shares issuable pursuant to the Arrangement and upon the exercise of the Target Warrants; (f) the Key Regulatory Approvals shall not be entitled have been obtained, including the expiry or termination of any waiting period (and any extension thereof) under ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, applicable to rely on the provisions purchase of this Section 7.1(f) in failing to complete the transactions Target Shares as contemplated by this Agreement; (g) this Agreement in the event that Dolly Varden fails shall not have been terminated pursuant to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3Article 9; and (gh) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect Laws (other than as applicable to control Persons or pursuant to section 2.6 of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsNational Instrument 45-102).

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement, including the Arrangement, are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived only with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the ▇▇▇▇▇ Shareholders and the ▇▇▇▇▇ Securityholders at the Dolly Varden ▇▇▇▇▇ Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden ▇▇▇▇▇ and ContangoSciVac, acting reasonably, on appeal or otherwise; (ec) no there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity shall have enactedor other regulatory authority, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement that makes it illegal or otherwise preventing directly or prohibiting indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (gd) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities LawsLaws (other than as applicable to control Persons or pursuant to Section 2.6 of National Instrument 45-102); (e) the ▇▇▇▇▇ Shares, except in respect the New ▇▇▇▇▇ Shares, the Spinco Shares and the Acquired ▇▇▇▇▇ Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of those holders who are the U.S. Securities Act pursuant to Section 3(a)(10) thereof and will not be subject to resale restrictions under the U.S. Securities Act, subject to restrictions on resale applicable to affiliates (as a result defined in Rule 405 of being a “control person” under applicable the U.S. Securities LawsAct) of ▇▇▇▇▇ following the Effective Date. (f) the TSX shall have conditionally approved for listing, subject to the payment of fees and the filing of customary required documents, the New ▇▇▇▇▇ Shares issuable pursuant to the Arrangement; (g) the Key Regulatory Approvals shall have been obtained; (h) the Key Third Party Consents shall have been obtained; (i) the Spinco Reorganization shall have been completed; and (j) this Agreement shall not have been terminated pursuant to Article 9.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Aurizon Securityholders at the Dolly Varden Aurizon Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Aurizon and ContangoHecla, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other prohibition or order at Law or under applicable legislation, enforced against Hecla or entered any Order or Law Aurizon which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, Hecla Shares to be issued in the Exchangeable Shares and Amalco Exchangeable Shares United States pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden Aurizon shall not be entitled to rely on the provisions of this Section 7.1(f6.1(d) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden Aurizon fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, furtherforegoing exemptions, that Contango. the Acquiror and Amalco Hecla will rely on the Section 3(a)(10) Exemption for the issuance of such securities, foregoing exemptions based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; andtransaction; (ge) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Hecla Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except ; and (f) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The Parties’ obligations of the Parties to complete the transactions contemplated in this Arrangement Agreement are subject to satisfaction of the fulfillment, following conditions on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the PartiesDate: (a) the Dolly Varden Shareholder Approval shall Interim Order and Final Order will have been obtained at from the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained Court on terms consistent with this Agreement, acceptable to each of the Parties and shall will not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonablyeither of the Parties, on appeal or otherwise; (eb) no Governmental Entity shall the Parties will have enactedreceived all required approvals, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect including approval by Star Copper Shareholders of making the Arrangement illegal or otherwise preventing or prohibiting consummation at the Meeting, approval by their respective boards of directors, and approval of the CSE to the Arrangement, and without limiting subject only to compliance with the foregoingusual conditions of that approval, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectany; (fc) the Contango Shares, the Exchangeable delivery of New Star Copper Shares and Amalco Exchangeable Spinco Shares to be exchanged pursuant to the Plan of Arrangement to Star Copper Shareholders in the United States shall be either be: (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and thereof; (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable registered pursuant to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 an effective registration statement under the U.S. Securities Act), ; or (iii) issued pursuant to an exemption from the registration requirements of the issuer of such securitiesU.S. Securities Act; provided, however, however that Dolly Varden Star Copper shall not be entitled to rely on the provisions benefit of the conditions in this Section 7.1(f5.1(c) in failing and shall be deemed to complete the transactions contemplated by this Agreement have waived such condition in the event that Dolly Varden Star Copper fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, Interim Order that Contango. the Acquiror and Amalco will Star Copper intends to rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, Arrangement and comply with the requirements set forth in Section 2.32.2 and the Final Order shall reflect such reliance; (d) there will not be in force any order or decree restraining or enjoining the completion of the transactions contemplated by this Arrangement Agreement or the Plan of Arrangement; (e) none of the consents, orders, regulations or approvals contemplated by this Arrangement Agreement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of the Parties hereto, acting reasonably; (f) this Arrangement Agreement will not have been previously terminated; and (g) the distribution obligation of each Party to complete the Arrangement is subject to the further condition that the covenants of the Contango Shares, other Parties will have been duly performed. The foregoing conditions in this Section 5.1 are inserted for the Exchangeable Shares benefit of the Parties and Amalco Exchangeable Shares pursuant to may only be waived in whole or in part at any time by each of the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsParties.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Target Shareholders at the Dolly Varden Target Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Target and ContangoAcquiror, acting reasonably, on appeal or otherwise; (ec) no there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity shall have enactedor other regulatory authority, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement that makes it illegal or otherwise preventing directly or prohibiting indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, the Exchangeable Acquiror Shares and Amalco Exchangeable Spinco Shares to be issued to the holders of Target Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state thereof and, in the case of the United StatesAcquiror Shares to be issued to holders of the Target Shares in connection with the Arrangement, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall will not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable subject to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 resale restrictions under the U.S. Securities Act), subject to restrictions applicable to affiliates (as defined in Rule 405 of the issuer U.S. Securities Act) of such securities; providedAcquiror following the Effective Date; (e) the Toronto Stock Exchange and the NYSE-Amex shall have conditionally approved for listing, howeversubject to the payment of fees and the filing of customary required documents, that Dolly Varden the Acquiror Shares issuable pursuant to the Arrangement and upon the exercise of the Target Warrants and the Target Exchangeable Shares; (f) the Key Regulatory Approvals shall not be entitled have been obtained, including the expiry or termination of any waiting period (and any extension thereof) under ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, applicable to rely on the provisions purchase of this Section 7.1(f) in failing to complete the transactions Target Shares as contemplated by this Agreement; (g) this Agreement in the event that Dolly Varden fails shall not have been terminated pursuant to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3Article 9; and (gh) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect Laws (other than as applicable to control Persons or pursuant to section 2.6 of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsNational Instrument 45-102).

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective TimeDate, of each of the following conditions precedent, each of which is for the mutual benefit of the Parties and which may only be waived with the mutual consent of the PartiesParties at any time, in whole or in part: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, in form and substance satisfactory to each of Mandalay and Alkane, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and ContangoMandalay or Alkane, acting reasonably, on appeal or otherwise; (eb) no Governmental Entity the Mandalay Shareholder Approval shall have enactedbeen obtained at the Mandalay Meeting in accordance with the Interim Order and applicable Laws; (c) the Alkane Shareholder Approval shall have been obtained at the Alkane Meeting in accordance with applicable Laws; (d) there shall not exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other prohibition or order at Law or under applicable legislation, enforced against Alkane or entered any Order or Law Mandalay which is then in effect and has prevents the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there ; (e) no Proceeding shall be no action or proceeding pending or threatened in writing by a any Governmental Entity in any jurisdiction that is reasonably likely to: to (i) enjoin cease trade, enjoin, prohibit, or prohibit Contango impose any material limitations, damages or the Acquiror’s conditions on Alkane's ability to acquire, hold, or exercise full rights of ownership overover any Mandalay Shares, any Dolly Varden including the right to vote the Mandalay Shares; or , or (ii) if prohibit or enjoin Mandalay or Alkane from consummating the Arrangement is consummated, have a Dolly Varden Material Adverse EffectArrangement; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and this Agreement shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined terminated in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply accordance with the requirements set forth in Section 2.3; andits terms; (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall either: (i) be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief granted from the securities regulatory authorities of Australia (including in respect of the on-sale disclosure obligations imposed by subsections 707(3) and (4) of the Corporations Act 2001 (Cth) for the on-sale of Alkane Shares following implementation of the Arrangement) and each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale or on-sale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares disclosure obligations under applicable Securities LawsLaws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities); or (ii) if exemptive relief from the prospectus and registration requirements under applicable Australian Securities Laws is not granted by the securities regulatory authorities of Australia, except Alkane shall have filed a cleansing statement in connection with the issuance of the Alkane Shares to be issued pursuant to the Arrangement; (h) conditional approval (or equivalent approval) of the listing or official quotation of the Alkane Shares issuable pursuant to the Arrangement on the ASX; (i) the Key Regulatory Approvals shall have been obtained; (j) confirmation having been obtained by Alkane from the ASX that the ASX will not exercise its discretion under ASX Listing Rule 11.1.3 in respect of those holders who are subject any transaction contemplated under this Agreement and the Plan of Arrangement; and (k) the issuance and distribution of the Consideration pursuant to restrictions on resale as a result the Arrangement shall be exempt from the registration requirements of being a “control person” under the U.S. Securities Act pursuant to Section 3(a)(10) thereof and applicable Securities Laws(Blue Sky) securities laws of any state of the United States.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s 's ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “"restricted securities” " within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “"affiliates”", as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s 's approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “"control person” " under applicable Securities Laws.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted at the Dolly Varden Brigus Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Brigus and ContangoPrimero, acting reasonably, on appeal or otherwise; (c) Primero Shareholder Approval shall have been obtained; (d) The Reorganization shall have been completed in accordance with the Master Reorganization Agreement; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Class A Shares, the Exchangeable Primero Shares, Replacement Options and SpinCo Shares and Amalco Exchangeable Shares to be issued pursuant to the Plan of Arrangement shall be either be: (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and thereof; or (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable registered pursuant to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 an effective registration statement under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden Brigus shall not be entitled to rely on the provisions benefit of the condition in this Section 7.1(f) in failing Subsection 6.1(f), and shall be deemed to complete the transactions contemplated by this Agreement have waived such condition, in the event that Dolly Varden Brigus fails to advise the Court prior to the hearing in respect of the Final OrderOrder that Primero, Brigus and SpinCo, as required the case may be, intend to rely on the exemption from registration afforded by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. of the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, U.S. Securities Act based on the Court’s approval of the Arrangement, Arrangement and comply with the requirements set forth in Section 2.3; and2.13; (g) each of the Competition Act Approval and HSR Approval has been made, given or obtained on terms acceptable to each of the Parties, each acting reasonably, and such Regulatory Approvals are in full force and have not been modified; (h) there shall be no suit, action or proceeding by any Governmental Entity or any other Person that has resulted in an imposition of material limitations on the ability of Primero to acquire or hold, or exercise full rights of ownership of, any Brigus Shares, including the right to vote the Brigus Shares to be acquired by it on all matters properly presented to the Brigus Shareholders; (i) the distribution of the Contango Shares, the Exchangeable Primero Shares and Amalco Exchangeable the SpinCo Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities LawsLaws (other than as applicable to control Persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities); (i) SpinCo shall be validly existing under the laws of Canada and all of the issued and outstanding shares of capital stock and other ownership interests in SpinCo shall be legally and beneficially owned by Brigus free and clear of all Liens, except and (ii) Brigus shall hold a number of whole SpinCo Shares such that, after giving effect to the distribution of SpinCo Shares contemplated in respect the Plan of those holders who Arrangement (assuming that no Brigus Shares are exchanged pursuant to Section 2.3(b) of the Plan of Arrangement), Brigus would hold 9.9% of all of the outstanding SpinCo Shares; (k) Primero shall have delivered evidence satisfactory to the Parties, acting reasonably, of the approval of the listing and posting for trading on the TSX and NYSE of the Consideration Shares, Option Shares and Warrant Shares, subject only in each case to restrictions the satisfaction of the customary listing conditions of the TSX or NYSE, as the case may be; and (l) Brigus shall have delivered evidence satisfactory to the Parties, acting reasonably, of the approval of the listing and posting for trading on resale as a result the TSX of being a “control person” under applicable Securities Lawsthe Class A Shares, subject only to the satisfaction of the customary listing conditions of the TSX.

Mutual Conditions Precedent. The obligations of the Parties AIM, Subco, Acreage, ▇▇▇▇▇, USCo1 and USCo2 to complete the Arrangement Business Combination are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesAIM and Acreage: (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval completion of the Business Combination, the failure of which to obtain, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Acreage or AIM or materially impede the completion of the Business Combination, shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order;obtained; CAN: 28037112.10 (b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the Contango Shareholder Approval consummation of the Business Combination shall have been obtained at the Contango Meetingissued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) the Key Regulatory Approvals and Key Third Party Consents Subordinate Voting Shares to be issued pursuant to the Business Combination shall have been obtainedconditionally approved for listing on the CSE, subject to standard conditions on the Effective Date or as soon as practicable thereafter; (d) on the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order AIM Shares, the Subordinate Voting Shares, the Multiple Voting Shares, the Proportionate Voting Shares, the ▇▇▇▇▇ Shares, the Acreage membership units or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseeffect; (e) no there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedEntity, issuedbefore any court or Governmental Authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the ArrangementBusiness Combination or any of the other transactions contemplated by this Agreement or seeking to obtain from AIM, Subco or ▇▇▇▇▇ any damages that are material in relation to AIM, Subco and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by ▇▇▇▇▇ and their subsidiaries taken as a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectwhole; (f) the Contango distribution of Amalco Shares, the Exchangeable Shares Subordinate Voting Shares, Multiple Voting Share and Amalco Exchangeable Proportionate Voting Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except Laws (other than as applicable to control persons) or pursuant to section 2.6 of National Instrument 45-102 - Resale of Securities of the Canadian Securities Administrators); and (g) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are transactions contemplated by this Agreement, shall be subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedent, each of which may only be waived with the mutual consent of the Partiesconditions: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) each of the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreementgranted in form and substance satisfactory to AMB and RH, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable which is not acceptable to Dolly Varden and Contango, the Parties (each acting reasonably), on appeal or otherwise; (eb) no Governmental Entity the Arrangement Resolution shall have enacted, issued, promulgated, enforced or entered any been passed by the AMB Shareholders in accordance with the Interim Order or Law which is then in effect and has Applicable Law; (c) the effect TSX-V shall have conditionally approved the listing of making the Arrangement illegal or otherwise preventing or prohibiting consummation of RH Shares issuable under the Arrangement, including on exercise of the Replacement Options and without limiting the foregoingReplacement Warrants and the RH Shares issuable under the Kudu Asset Purchase Agreement, there shall subject only to the filing of required documents that cannot be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to:filed prior to the Effective Time; (id) enjoin or prohibit Contango or the Acquiror’s ability Exchange Control Division of the BMA shall have confirmed its no-objection under the Bermuda Exchange Control Act 1972 (and regulations thereunder) for the transfer of the Class A RH Shares to acquire, hold, or exercise full rights AMB under the RH Share Purchase Agreement and the issue of ownership over, any Dolly Varden Shares; orRH Shares to Kudu under the Kudu Asset Purchase Agreement; (iie) if the Arrangement is consummated, Insurance Division of the BMA shall have a Dolly Varden Material Adverse Effectconfirmed its no-objection under the Insurance Act for the change of shareholder controllers of RRL; (f) all other material consents, permissions, orders and approvals, including any regulatory or judicial approvals or orders, that either AMB and RH considers necessary or desirable to effect the Contango SharesArrangement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the Exchangeable Shares circumstances on terms and Amalco Exchangeable Shares conditions that are considered satisfactory or acceptable by either AMB and RH; (g) no order or decree pursuant to Applicable Law restraining or enJOII\IJ\g the Plan of Arrangement shall be (i) exempt from the registration requirements consummation of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of Arrangement or any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement shall be in the event that Dolly Varden fails to advise the Court force immediately prior to the hearing Effective Time; (h) the AMB Board shall have determined to proceed with the Arrangement having considered the number of AMB Shares in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; andwhich Dissent Rights have been exercised; (gi) the distribution arrangement between Northern Tiger Resources Inc. and Redtail Metals Corp. pursuant to the: (i) amended and restated business combination agreement dated December 17, 2013 and amended January 21, 2014 between Northern Tiger Resources Inc., AMB and Redtail Metals Corp. and (ii) the plan of the Contango Sharesarrangement involving Redtail Metals Corp., the Exchangeable Shares Redtail Metals Corp. shareholders, the Redtail Metals Corp. optionholders and Amalco Exchangeable Shares pursuant to the Arrangement Northern Tiger Resources Inc., shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws.have completed;

Mutual Conditions Precedent. The obligations of the Parties Parentco, Subco and Zemex to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Closing Date, each of which may only be waived only with the mutual consent in writing of the PartiesParentco and Zemex: (a) the Dolly Varden Shareholder Approval The Securityholders shall have been obtained approved the Arrangement Resolution at the Dolly Varden Special Meeting in accordance with the Interim Order and in accordance with any conditions which may be imposed in the Interim Order;. (b) the Contango Shareholder Approval The Final Order shall have been obtained at entered by the Contango Meeting;Court in form and substance satisfactory to each of Zemex and Parentco, each acting reasonably. (c) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the Key Regulatory Approvals and Key Third Party Consents consummation of the Arrangement shall have been obtained;issued by any federal, state or provincial court (whether domestic or foreign) having jurisdiction and remain in effect. (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and There shall not have been set aside be pending or modified in threatened any suit, action or proceeding by any Governmental Entity, before any court or other Governmental Entity, that has a manner unacceptable significant likelihood of success, seeking to Dolly Varden and Contango, acting reasonably, on appeal restrain or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action Arrangement or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in or any other Transaction Document. (e) The parties shall have received from CFIUS a letter stating that such committee has reviewed the event information submitted to it regarding the proposed transaction, that Dolly Varden fails to advise there are no issues of national security under the Court prior Exon-F▇▇▇▇▇ Amendment, and that no action with respect to the hearing in respect of transactions contemplated hereby will be taken, or the Final Orderreview, as required under the appropriate regulations, shall have concluded without any notification that such transactions are to be suspended or terminated. (f) On the Effective Date, no cease trade order or similar restraining order that has been entered by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango SharesSEC, the Exchangeable Shares and Amalco Exchangeable Shares pursuant OSC or any other securities regulatory authority in relation to the Arrangement Shares shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawseffect.

Mutual Conditions Precedent. The respective obligations of the Parties Company, the Parent, USCo, the Purchaser and US New Opco to complete consummate the Arrangement are shall be subject to the fulfillmentsatisfaction, on at or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the waived, in whole or in part, by mutual written consent of the PartiesCompany and the Parent, USCo, the Purchaser and US New Opco: (a) the Dolly Varden Shareholder Approval Interim Order shall have been obtained at granted in form and substance satisfactory to the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this AgreementParties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangothe Parties hereto, acting reasonably, on appeal or otherwise; (eb) the Shareholder Approval shall have been obtained in accordance with the provisions of the Interim Order; (c) the Final Order shall have been granted in form and substance reasonably satisfactory to the Parent and the Company, and shall not have been set aside or modified in a manner unacceptable to the Parent or the Company, on appeal or otherwise; (d) no Governmental Entity Applicable Laws or Order (whether temporary, preliminary or permanent) shall have been enacted, issuedentered, promulgated, adopted, issued or enforced or entered by any Order or Law which Governmental Entity that is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting the consummation of the Arrangement, and without limiting the foregoing, ; (e) there shall be have been no action taken under any Applicable Laws or proceeding pending or threatened in writing by a any Governmental Entity that is reasonably likely towhich: (i) enjoin makes it illegal or prohibit Contango otherwise directly or indirectly restrains, enjoins or prohibits the Acquiror’s ability to acquire, hold, or exercise full rights completion of ownership over, any Dolly Varden Sharesthe Arrangement; or (ii) if results in a judgment, Order or decree relating to the Arrangement is consummated, have a Dolly Varden Material Adverse Effectwhich would prevent or materially impede the consummation of the Arrangement; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant all waiting periods applicable to the Plan Arrangement under the HSR Act or other Regulatory Laws shall have expired or been terminated, and all actions by or in respect of, or filings with, any Governmental Entity under the HSR Act or any other Regulatory Law that are required to permit the consummation of the Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time(or are deemed to have been) taken, orwaived, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3made or obtained; and (g) the distribution Form N-14 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Contango Shares, Form N-14 shall have been issued and no proceedings for that purpose shall have been initiated or threatened in writing by the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsSEC.

Mutual Conditions Precedent. The obligations of the Parties to complete enter into the Arrangement are Definitive Agreement shall be subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedentmutual conditions, each of which may only be waived only with the mutual written consent of both of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting documents to be entered into in accordance connection with the Interim OrderTransaction shall be mutually acceptable in form and substance to the Parties, acting reasonably, and shall be consistent with the terms in this Agreement (such documents, including the Definitive Agreement, collectively the “Transaction Documents”); (b) the Contango Shareholder Approval Harvest Board and the Verano Board shall have been obtained at each approved and authorized the Contango MeetingDefinitive Agreement and the Transaction; (c) all governmental, court, regulatory, stock exchange, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments and modifications to agreements, indentures and arrangements which the Key Regulatory Approvals Parties shall consider necessary in order to enter into the Definitive Agreement and Key Third Party Consents not otherwise specifically described in this Agreement shall have been obtainedobtained in form satisfactory to the Parties, acting reasonably; (d) the Interim Order and the Final Order there shall each have been obtained on terms consistent with this Agreementno action taken under any applicable law or by any government or governmental or regulatory authority which makes it illegal, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangootherwise directly or indirectly restrains, acting reasonably, on appeal enjoins or otherwiseprohibits the completion of the Transaction; (e) no Governmental Entity shall have enactedjudgment, issuedorder, promulgateddecree or assessment of damages relating to the Transaction has been levied, enforced directly or entered any Order indirectly, which is, or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation could be, materially adverse to either of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse EffectParties; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares any distribution of securities pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement Transaction shall be exempt from the prospectus and registration requirements of applicable Securities Laws Canadian securities laws, either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws Canadian securities laws, and there no such securities shall be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian securities laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102) or any other resale restrictions except as provided in this Agreement; and (g) any issuance of securities pursuant to the Transaction shall be exempt from the registration requirements of the United States Securities LawsAct of 1933, except as amended, and shall be made in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under compliance with all applicable Securities LawsU.S. state securities laws.

Mutual Conditions Precedent. The parties’ obligations of the Parties to complete the transactions contemplated in this Arrangement Agreement are subject to satisfaction of the fulfillment, following conditions on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the PartiesDate: (a) the Dolly Varden Shareholder Approval shall Interim Order and Final Order will have been obtained at from the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained Court on terms consistent with this Agreement, acceptable to each of the parties and shall will not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonablyeither of the parties, on appeal or otherwise; (eb) no Governmental Entity shall Origen and Spinco will have enactedreceived all required approvals, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect including approval by Origen Shareholders of making the Arrangement illegal or otherwise preventing or prohibiting consummation at the Meeting, approval by their respective boards of directors, and approval of the CSE to the Arrangement, and without limiting subject only to compliance with the foregoingusual conditions of that approval, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectany; (fc) the Contango Shares, the Exchangeable Spinco Shares and Amalco Exchangeable Shares to be issued pursuant to the Plan of Arrangement to Origen Shareholders in the United States shall be either be: (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and thereof; (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable registered pursuant to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 an effective registration statement under the U.S. Securities Act), ; or (iii) issued pursuant to an exemption from the registration requirements of the issuer of such securitiesU.S. Securities Act; provided, however, that Dolly Varden Origen shall not be entitled to rely on the provisions benefit of the conditions in this Section 7.1(f5.1(c) in failing and shall be deemed to complete the transactions contemplated by this Agreement have waived such condition in the event that Dolly Varden Origen fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, Interim Order that Contango. the Acquiror and Amalco will Origen intends to rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, Arrangement and comply with the requirements set forth in Section 2.3; and2.2 and the Final Order shall reflect such reliance; (d) Origen will have received confirmation from counsel that the delivery of the Spinco Shares to the Origen Shareholders, pursuant to the Arrangement will be exempt from the registration and prospectus requirements in each of the provinces and territories of Canada in which Origen Shareholders are resident in Canada; (e) there will not be in force any order or decree restraining or enjoining the completion of the transactions contemplated by this Arrangement Agreement or the Plan of Arrangement; (f) none of the consents, orders, regulations or approvals contemplated by this Arrangement Agreement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of the parties hereto, acting reasonably; (g) the distribution Spinco Shares will have been conditionally approved for listing on the CSE; (h) this Arrangement Agreement will not have been previously terminated; and (i) the obligation of each Party to complete the Arrangement is subject to the further condition that the covenants of the Contango Shares, other Parties will have been duly performed. The foregoing conditions in this Section 5.1 are inserted for the Exchangeable Shares benefit of both parties and Amalco Exchangeable Shares pursuant to the Arrangement shall may only be exempt from the prospectus and registration requirements of applicable Securities Laws waived in whole or in part at any time by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsboth parties.

Mutual Conditions Precedent. The obligations of the Parties Bridgeport, Premier Gold and Premier Royalty to complete the Arrangement Business Combination are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesBridgeport, Premier Gold and Premier Royalty: (a) All consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval completion of the Business Combination, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on Premier Royalty or Bridgeport or materially impede the completion of the Business Combination, shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order;obtained. (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the Contango Shareholder Approval consummation of the Business Combination shall have been obtained at the Contango Meeting;issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect. (c) the Key Regulatory Approvals and Key Third Party Consents The TSX shall have been obtained;approved the Business Combination and the listing of the New Bridgeport Shares to be issued pursuant to the Business Combination and the New Bridgeport Shares to be issued upon exercise of the warrants in connection with the Business Combination, in each case subject to normal conditions on the Effective Date or as soon as practicable thereafter. (d) On the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order Bridgeport Shares, the New Bridgeport Shares or the Premier Royalty Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise;effect. (e) no There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedentity, issuedbefore any court or Governmental authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action Business Combination or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement or seeking to obtain from Bridgeport or Premier Royalty any damages that are material in the event that Dolly Varden fails relation to advise the Court prior to the hearing in respect of the Final OrderBridgeport, Premier Royalty and their subsidiaries taken as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; anda whole. (gf) the The distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable New Bridgeport Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except in respect of those holders who are subject Laws (other than as applicable to restrictions on resale as a result of being a “control person” under applicable Securities Lawspersons). (g) This Agreement shall not have been terminated pursuant to Section 11.2 hereof.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived waived, in whole or in part, with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Company Shareholders at the Dolly Varden Company Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangoeither the Company or Hudbay, each acting reasonably, on appeal or otherwise; (ec) the Share Issuance Resolution shall have been approved and adopted by the Hudbay Shareholders at the Hudbay Meeting; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has that makes the effect consummation of making the Arrangement illegal or otherwise preventing prohibits or prohibiting consummation of enjoins the Company or Hudbay from consummating the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fe) (x) the Contango Shares, the Exchangeable Consideration Shares and Amalco Exchangeable Shares Hudbay Replacement Options to be issued pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section pursuant to section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, thereof and (iiy) shall be freely transferable under applicable U.S. Securities Laws such Consideration Shares and Hudbay Replacement Options shall not be “"restricted securities” " within the meaning of Rule 144 of under the U.S. Securities Act (other than and subject only to restrictions on transfer applicable solely as applicable to persons who area result of the holder being, have been or within the last 90 days of the Effective Timehaving been, or, at the Effective Time become, “affiliates”, an affiliate (as such term is defined in Rule 144 under the U.S. Securities Act), ) of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement Hudbay or except as disclosed in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; andJoint Circular; (gf) the distribution of the Contango Shares, the Exchangeable Consideration Shares and Amalco Exchangeable Shares pursuant to the Arrangement Hudbay Replacement Options shall be exempt from the prospectus and registration requirements of applicable Securities Laws Canadian securities laws 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 Laws and there shall not be subject to resale restrictions under applicable Canadian Securities Laws; (g) the Consideration Shares to be issued pursuant to the Arrangement shall have been approved for listing on the NYSE (subject only to official notice of issuance) and the TSX (subject only to customary conditions); (h) the Competition Act Approval shall have been obtained and such Competition Act Approval shall be no resale restrictions on such Contango Shares, Exchangeable Shares in force and shall not have been modified or Amalco Exchangeable Shares under applicable Securities Laws, except rescinded; and (i) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Bear Creek Securityholder Approval shall have been obtained approved and adopted by the Bear Creek Securityholders at the Dolly Varden Bear Creek Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Bear Creek and ContangoHighlander, acting reasonably, on appeal or otherwise; (ec) the Highlander Resolution shall have been approved and adopted by Highlander Shareholders at the Highlander Meeting; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to:. (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fe) the Contango Shares, the Exchangeable Highlander Shares and Amalco Exchangeable to be issued to Bear Creek Shareholders in exchange for their Bear Creek Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act and shall be freely transferable under applicable U.S. Securities Laws (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at or after the Effective Time become, “affiliates”” of Highlander, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden Bear Creek shall not be entitled to rely on the provisions of this Section 7.1(f6.1(e) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden Bear Creek fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco Highlander will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and; (f) the CNA Approval, if required, shall have been obtained; (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Highlander Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Highlander Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws; (h) this Agreement shall not have been terminated in accordance with its terms; (i) the Debt Restructuring Agreements shall not have been terminated; and (j) Bear Creek and Highlander shall have provided an irrevocable direction to counsel of Bear Creek to pay from funds held in trust pursuant to Section 2.12(b), by wire transfer, the Termination Obligations owed to each Terminated Person.

Mutual Conditions Precedent. The obligations of the Parties ▇▇▇, Subco and GLC to complete the Arrangement Amalgamation are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the Parties▇▇▇, Subco and GLC: (a) All consents, waivers, permits, exemptions, orders and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Amalgamation, the failure of which to obtain could reasonably be expected to have been obtained at a Material Adverse Effect on GLC or ▇▇▇ or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Amalgamation, shall have been obtained; (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Amalgamation shall have been issued by any federal, state, or provincial court having jurisdiction and remain in effect; (c) The approval of the Acquisition and any related transactions by the CSE. (d) The ▇▇▇ Shares to be issued pursuant to the Interim Order and the Final Order Amalgamation shall each have been obtained approved for listing on terms consistent with this Agreementthe CSE, and shall not have been set aside subject to normal conditions on the Effective Date or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseas soon as practicable thereafter; (e) On the Effective Date, no Governmental Entity shall have enactedcease trade order or similar restraining order of any other provincial securities administrator relating to the ▇▇▇ Shares, issued, promulgated, enforced the GLC Shares or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there Amalco Shares shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effecteffect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and There shall not be “restricted securities” within pending or threatened any suit, action or proceeding by any Governmental entity, before any court or governmental authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the meaning of Rule 144 consummation of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days Amalgamation or any of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the other transactions contemplated by this Agreement or seeking to obtain from ▇▇▇, Subco or GLC any damages that are material in the event that Dolly Varden fails relation to advise the Court prior to the hearing in respect of the Final Order▇▇▇, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror Subco and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws.GLC;

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval E▇▇ Resolution shall have been obtained approved and adopted by the E▇▇ Shareholders at the Dolly Varden E▇▇ Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden E▇▇ and ContangoGold Royalty, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other restraining order, enforced judgment or entered any Order decree against Gold Royalty or Law E▇▇ which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and without limiting no Law, policy, decision or directive (having the foregoingforce of Law) shall have been enacted, there shall be no action promulgated, amended or proceeding pending or threatened applied, in writing by a Governmental Entity each case that is reasonably likely to: (i) enjoin or prohibit Contango or makes consummation of the Acquiror’s ability to acquireArrangement illegal, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if enjoins or prohibits the Plan of Arrangement is consummatedor the transactions contemplated by this Agreement, have a Dolly Varden Material Adverse Effector (iii) renders this Agreement unenforceable or frustrates the purpose and intent hereof; (fe) the Contango Shares, the Exchangeable Gold Royalty Shares and Amalco Exchangeable to be issued to E▇▇ Shareholders in exchange for their E▇▇ Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United StatesExemption, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”” of Gold Royalty and former “affiliates” of E▇▇, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden E▇▇ shall not be entitled to rely on the provisions of this Section 7.1(f6.1(e) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden E▇▇ fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco Gold Royalty will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, Arrangement and comply with the requirements set forth in Section 2.3; (f) the Key Regulatory Approvals shall have been obtained; (g) this Agreement shall not have been terminated in accordance with its terms; and (gh) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Gold Royalty Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except in respect Laws (other than as applicable to control persons or pursuant to section 2.6 of those holders who are subject to restrictions on resale as a result National Instrument 45-102 – Resale of being a “control person” under applicable Securities LawsSecurities).

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Great Bear Securityholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Great Bear and ContangoKinross, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to:. (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, the Exchangeable Kinross Shares and Amalco Exchangeable the CVRs to be issued to Great Bear Shareholders in exchange for their Great Bear Shares pursuant to the Plan of Arrangement shall be be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable U.S. state securities Laws of any state of the United StatesLaws, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”” of Kinross, as such term is defined in Rule 144 under the U.S. Securities Act), and (iii) shall be registered to the extent required by Section 12(g) of the issuer of such securitiesU.S. Exchange Act; provided, however, that Dolly Varden Great Bear shall not be entitled to rely on the provisions of this Section 7.1(f6.1(d) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden Great Bear fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco Kinross will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; (e) the Canadian Competition Approval shall have been obtained, if required; (f) the Replacement Options to be issued to Great Bear Optionholders in exchange for their Great Bear Options pursuant to the Plan of Arrangement shall be exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption; and (g) the distribution of the Contango Shares, the Exchangeable Kinross Shares and Amalco Exchangeable CVRs (and the Kinross Shares issuable pursuant to the CVRs) pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and shall either be (i) exempt from the registration requirements of the U.S. Securities Act, or (ii) registered pursuant to an effective registration statement under the U.S. Securities Act; and: (x) there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Kinross Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws; and (y) such Kinross Shares shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act.

Mutual Conditions Precedent. The obligations of the Parties LVI, LVI Subco, PTI, ▇▇▇▇▇ and USCo to complete the Arrangement Transaction are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesLVI and PTI: (a) all consents, waivers, permits, exemptions, orders, and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Transaction (including all consents and approvals required from the CSE), the failure of which to obtain could reasonably be expected to have been obtained at a Material Adverse Effect on PTI or LVI or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Transaction, shall have been obtained; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing or materially delaying the consummation of the Transaction shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) the Subordinated Voting Shares to be issued pursuant to the Transaction shall have been conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date or as soon as practicable thereafter; (d) on the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order LVI Shares, the Subordinated Voting Shares, the Multiple Voting Shares, the ▇▇▇▇▇ Shares, the PTI shares or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseeffect; (e) no there shall not be pending or threatened any suit, action or proceeding by any Person (other than PTI), before any court or Governmental Entity shall have enactedAuthority, issuedagency or tribunal, promulgateddomestic or foreign, enforced that has a significant likelihood of success, seeking to restrain or entered any Order prohibit or Law which is then in effect and has materially delay the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the ArrangementTransaction or any of the other transactions contemplated by this Agreement; or seeking to obtain from LVI, LVI Subco or ▇▇▇▇▇ any damages that are material in relation to LVI, LVI Subco and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by ▇▇▇▇▇ and their subsidiaries taken as a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectwhole; (f) the Contango distribution of Replacement Warrants (if any), Subscription Receipts, ▇▇▇▇▇ Shares, the Exchangeable Amalco Shares, Subordinated Voting Shares and Amalco Exchangeable Multiple Voting Shares pursuant to the Plan of Arrangement Transaction shall be (i) exempt from issued or be issuable as fully paid and non-assessable shares in the registration requirements capital of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption LVI, free and exemptions from applicable securities Laws clear of any state of the United Statesand all Encumbrances, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares except those imposed pursuant to the Arrangement escrow restrictions of the CSE, and shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law, either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons) or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators); (g) the distribution of Replacement Warrants (if any), Subscription Receipts, ▇▇▇▇▇ Shares, Amalco Shares, Subordinated Voting Shares and Multiple Voting Shares pursuant to the Transaction shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under exempt from the registration requirements of applicable Securities Laws, except United States federal and state laws; and (h) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties are not required to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of Amalgamation unless each of the following conditions precedentis satisfied on or prior to the Effective Date, each of which conditions may only be waived with waived, in whole or in part, by the mutual consent of each of the Parties: (a1) The Amalgamation Resolution has been approved and adopted by the Dolly Varden Shareholder GGB Shareholders at the special meeting of GGB Shareholders. (2) No Law is in effect that makes the consummation of the Amalgamation illegal or otherwise prohibits or enjoins GGB or Subco from consummating the Amalgamation. (3) Each Regulatory Approval necessary to consummate the Amalgamation, including all necessary approvals of the CSE, has been made, given or obtained on terms acceptable to GGB and Xanthic, each acting reasonably, and each such Regulatory Approval is in force and has not been modified. (4) There shall not have occurred a Material Adverse Effect with respect to Xanthic, NOR or GGB. (5) The Offerings shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order;completed. (b6) the Contango Shareholder Approval The Loan Agreement shall have been obtained at the Contango Meeting;executed. (c7) the Key Regulatory Approvals and Key Third Party Consents The Deposit Promissory Note shall have been obtained;executed. (d) the Interim Order 8) The latest available audited and the Final Order shall unaudited financial statements of each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, Parties and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final OrderNOR, as required by the terms CSE policies for inclusion in the Circular, shall have been delivered and shall be true and correct and have been prepared in accordance with GAAP. (9) There shall not be any pending or threatened litigation in any court or any proceeding or investigation by any Governmental Entity in which it is or may be sought to restrain or prohibit consummation of the Section 3(a)(10) Exemption; providedAmalgamation and related transactions or to obtain divestiture, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply rescission or damages in connection with the requirements set forth in Section 2.3; andAmalgamation and related transactions. (g10) All applicable securityholders shall have entered into the distribution of requisite escrow agreements and/or lock-up agreements required by the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsCSE.

Mutual Conditions Precedent. 11.1 The obligations of Receiver to sell and deliver the Parties Shares to complete Purchaser, and of Purchaser to accept the Arrangement are Shares and to pay the Purchase Price to Receiver, on the Closing Date will be subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedentprecedent (the “Mutual Conditions”) being fulfilled, performed or waived by each of which may only be waived with the mutual consent of the PartiesParty at or prior to Closing: (a) Receiver having obtained from the Dolly Varden Shareholder Approval shall have been obtained at Court the Dolly Varden Meeting in accordance with Vesting Order, and the Interim OrderVesting Order being substantially similar to the form of order attached hereto as Schedule “D”; (b) Receiver having obtained from the Contango Shareholder Approval shall have been obtained at Alberta Court of Queen’s Bench an order recognizing the Contango MeetingVesting Order and approving and affirming the transactions contemplated herein, including without limitation the vesting of the Shares as provided in the Vesting Order; (c) Receiver having obtained from the Key Regulatory Approvals Court the Final Order, and Key Third Party Consents shall have been obtainedthe Final Order confirming Plans of Arrangement substantially similar to the forms of plans attached hereto as Schedule “C”; (d) Each of the Interim Order and conditions precedent to the Final Order shall effectiveness of the Plans of Arrangement (including but not limited to the conditions precedent in Section 8.1 of each have Plan of Arrangement) other than the consummation of the Closing having been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwisesatisfied; (e) no Governmental Entity shall have enactedPurchaser having obtained from the AGLC either a licence to operate the Casino in substantially the manner, issuedand on substantially the same terms and conditions, promulgated, enforced as the Casino is currently operated (the “Gaming Licence”) or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation consent of the ArrangementAGLC to the change in ownership of Silver Dollar, and without limiting which consent is in substance approved by Purchaser, whose approval shall not be unreasonably withheld (obtaining the foregoing, there shall be no action Gaming License or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectsuch consent “Gaming Approval”); (f) There being no actions, claims, proceedings or governmental reviews in progress or pending that may affect the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan validity of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event hereby or that Dolly Varden fails to advise the Court prior allege a competing claim to the hearing in respect ownership or control of the Shares or the Assets (including without limitation any appeal of, or any leave to appeal, the Final Order or the Vesting Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3); and (g) the distribution The 21 calendar day statutory time for filing an appeal or application for leave to appeal of the Contango Shares, Final Order and the Exchangeable Shares and Amalco Exchangeable Shares pursuant 21 calendar day statutory time for filing an appeal or application for leave to appeal of the Vesting Order shall have expired. For purposes of this Section 11.1: (i) a Plan of Arrangement shall be exempt deemed “substantially similar” to the corresponding form of plan attached hereto as Schedule “C” if and only if such Plan of Arrangement as submitted to the applicable creditors and confirmed by the Court provides for the discharge of all material liabilities, obligations and encumbrances of or binding upon the applicable Subsidiary and its assets (other than, for the avoidance of doubt, Permitted Liens) that are set forth in said Schedule “C” as to be so discharged and that the applicable Subsidiary is to be released from all claims, liabilities and obligations to all persons except Unaffected Creditors (as defined in the prospectus and registration requirements form of applicable Securities Laws by virtue such plan attached hereto as Schedule “C”) as of applicable exemptions under Securities Laws and there the “Effective Date” (as therein defined) of such Plan of Arrangement; and (ii) the Vesting Order shall be no resale restrictions on such Contango Sharesdeemed “substantially similar” to Schedule “D” attached hereto if and only if the Vesting Order as sought by Receiver and as entered by the Court provides for the vesting of title to the Shares in Purchaser free of all Encumbrances; provided, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Lawshowever, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws.that:

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Affected Securityholder Approval shall have been obtained at the Dolly Varden HighGold Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (dc) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden HighGold and Contango, acting reasonably, on appeal or otherwise; (ed) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fe) the Contango Shares, the Exchangeable Shares to be issued to Affected Securityholders in exchange for their HighGold Shares and Amalco Exchangeable Shares HighGold Options, as the case may be, pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”” of Contango, as such term is defined in Rule 144 under the U.S. Securities Act), and (iii) shall be registered to the extent required by Section 12(b) of the issuer of such securitiesU.S. Exchange Act; provided, however, that Dolly Varden HighGold shall not be entitled to rely on the provisions of this Section 7.1(f7.1(e) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden ▇▇▇▇▇▇▇▇ fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco Contango will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (gf) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, in form and substance satisfactory to each of NV Goldlands and Radio Fuels, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and ContangoNV Goldlands or Radio Fuels, acting reasonably, on appeal or otherwise; (eb) no Governmental Entity the NV Goldlands Shareholder Approval shall have enactedbeen obtained at the NV Goldlands Meeting in accordance with the Interim Order; (c) there shall not exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other prohibition or order at Law or under applicable legislation, enforced against Radio Fuels or entered any Order or Law NV Goldlands which is then in effect and has prevents the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there ; (d) this Agreement shall not have been terminated in accordance with its terms; (e) no proceeding shall be no action or proceeding pending or threatened in writing by a any Governmental Entity in any jurisdiction that is reasonably likely to: to (i) enjoin cease trade, enjoin, prohibit, or prohibit Contango impose any limitations, damages, or the Acquirorconditions on Radio Fuels’s ability to acquire, hold, or exercise full rights of ownership overover any NV Goldlands Shares, any Dolly Varden including the right to vote the NV Goldlands Shares; or , or (ii) if prohibit or enjoin NV Goldlands or Radio Fuels from consummating the Arrangement is consummated, have a Dolly Varden Material Adverse EffectArrangement; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect Laws (other than as applicable to control persons or pursuant to Section 2.6 of those holders who are subject National Instrument 45-102 – Resale of Securities); and (g) the distribution of the Consideration Shares pursuant to restrictions on resale as a result the Arrangement shall be exempt from the registration requirements of being a “control person” under applicable the U.S. Securities LawsAct pursuant to Section 3(a)(10) thereof.

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may only be waived with by the mutual consent of the PartiesParent and TMB: (a) the Dolly Varden Shareholder Approval Arrangement shall have been obtained approved at the Dolly Varden TMB Meeting by not less than two-thirds of the votes cast by the TMB Shareholders and holders of TMB Options voting as a single class who are represented at the TMB Meeting; (b) the Arrangement shall have been approved at the TMB Meeting in accordance with any conditions in addition to those set out in section 5.1(a) which may be imposed by the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on in form and terms consistent with this Agreementsatisfactory to each of TMB and Parent, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, such parties on appeal or otherwise; (d) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no proceeding (other than an appeal made in connection with the Arrangement), of a judicial or administrative nature brought by a Governmental Entity in progress or threatened and that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof; (e) no this Agreement shall not have been terminated pursuant to Article 6; (f) the Parent Common Shares issuable directly pursuant to the Arrangement or issuable upon exercise of the TMB Warrants from time to time or issuable upon exercise of the Converted Parent Options from time to time, shall have been approved for listing on the Nasdaq Stock Market, subject to notice of issuance; and (g) all applicable waiting periods (and any extensions thereof) under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, if any, shall have expired or been terminated, and all other consents, waivers, permits, orders and approvals of any Governmental Entity shall have enacted, issued, promulgated, enforced or entered (including the Appropriate Regulatory Approvals) and of any Order or Law which is then in effect and has other third party having the effect of making right to consent to the Arrangement illegal (other than those consents referred to in section 3.1(c) hereof), and the expiry of any waiting periods, in connection with, or otherwise preventing or prohibiting required to permit, the consummation of the Arrangement, and without limiting the foregoingfailure of which to obtain or the non-expiry of which would constitute a criminal offense, or would have a Material Adverse Effect on Parent or TMB, as the case may be, shall have been obtained or received on terms that will not have a Material Adverse Effect on Parent and/or TMB; there shall not be no pending or threatened any suit, action or proceeding pending or threatened in writing by a any Governmental Entity that is reasonably likely to: (i) enjoin seeking to prohibit or restrict the acquisition by Parent or any of its Subsidiaries of any TMB Common Shares, seeking to restrain or prohibit Contango the consummation of the Plan of Arrangement or seeking to obtain from TMB or Parent any damages that are material in relation to TMB and its Subsidiaries taken as a whole, (ii) seeking to prohibit or materially limit the Acquiror’s ownership or operation by Parent or any of its Subsidiaries of any material portion of the business or assets of TMB or any of its Subsidiaries or to compel Parent or any of its Subsidiaries to dispose of or hold separate any material portion of the business or assets of TMB or any of its Subsidiaries, as a result of the Plan of Arrangement, (iii) seeking to impose limitations on the ability of Parent or any of its Subsidiaries to acquire, acquire or hold, or exercise full rights of ownership overof, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango TMB Common Shares, including the Exchangeable right to vote TMB Common Shares and Amalco Exchangeable Shares pursuant purchased by it on all matters properly presented to the Plan shareholders of Arrangement shall be TMB, or (iiv) exempt seeking to prohibit Parent or any of its Subsidiaries from effectively controlling in any material respect the registration requirements business or operations of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption TMB and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsits Subsidiaries.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are shall be subject to the fulfillmentsatisfaction or waiver, on or before the -39- Effective Time, of each of the following conditions precedent, each of which may only be waived with by the mutual consent of Parent and the Parties: Company: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted at the Dolly Varden Meeting by the Shareholders in accordance with the Interim Order; ; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this AgreementAgreement and in a form satisfactory to each of the Company and Parent, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangosuch Parties, acting reasonably, on appeal or otherwise; ; (ec) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making that makes the Arrangement illegal or otherwise preventing prevents, prohibits or prohibiting enjoins the consummation of the Arrangement, ; and without limiting (d) the foregoing, there Regulatory Approvals shall have been obtained or satisfied and shall not have been revoked and reasonably satisfactory evidence of the receipt of such Regulatory Approvals shall have been delivered to each Party. SECTION 6.02. Additional Conditions Precedent to the Obligations of Parent. The obligations of Parent to complete the Arrangement shall also be no action or proceeding pending or threatened subject to the fulfillment of each of the following conditions precedent (each of which is for Parent’s exclusive benefit and may be waived in writing by Parent in its sole discretion): (a) all covenants of the Company under this Agreement to be performed on or before the Effective Time shall have been performed by the Company in all material respects, and Parent shall have received a Governmental Entity that is reasonably likely to: certificate of the Company addressed to Parent and dated the Effective Date, signed on behalf of the Company by a senior executive officer of the Company (on the Company’s behalf and without personal liability), confirming the same as at the Effective Date; (b) all representations and warranties of the Company under this Agreement shall have been true and correct (without giving effect to any materiality qualifiers set forth therein) as of the Effective Date as if made on and as of such date (except (i) enjoin or prohibit Contango or to the Acquiror’s ability extent such representations and warranties that speak solely as of an earlier date, in which event such representations and warranties shall be true and correct to acquiresuch extent as of such earlier date, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if other than in the Arrangement is consummatedcase of the representations and warranties specifically referred to in clause (iii) below, to the extent that facts or matters as to which such representations and warranties are not so true and correct as of such dates, individually or in the aggregate, have not had and would not have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (iiiii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within in the meaning of Rule 144 case of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror representations and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements warranties set forth in Section 2.33.03, such representations and warranties shall be true and correct in all material respects) and Parent shall have received a certificate of the Company addressed to Parent and dated the Effective Date, signed on behalf of the Company by a senior executive officer of the Company (on the Company’s behalf and without personal liability), confirming the same as at the Effective Date; (c) during the Pre-Effective Date Period, there shall not have occurred and be continuing a Material Adverse Effect; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been approved and adopted by the ECU Shareholders and by the ECU Securityholders at the ECU Meeting in accordance with the Interim Order and applicable Law; (b) the approval by Golden Stockholders of the Golden Meeting Resolution shall have been obtained at the Dolly Varden Golden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meetingapplicable Law; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this AgreementAgreement and satisfactory to the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden ECU and ContangoGolden, acting reasonably, on appeal or otherwise; (ed) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other prohibition or order at Law or under applicable legislation, enforced against Golden or entered any Order or Law ECU which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (e) no action, suit or proceeding shall have been taken under any applicable Law or by any Governmental Entity, and without limiting no Law, policy, decision or directive (having the foregoingforce of Law) shall have been enacted, there shall be no action promulgated, amended or proceeding pending or threatened applied, in writing by a Governmental Entity that is reasonably likely to: each case (i) that makes consummation of the Arrangement illegal, (ii) to enjoin or prohibit Contango the Plan of Arrangement or the Acquiror’s ability transactions contemplated by this Agreement, (iii) which would render this Agreement unenforceable in any way or frustrate the purpose and intent hereof, (iv) resulting in any judgment or assessment of damages, direct or indirect, which in the aggregate has had or could be reasonably expected to acquirehave an ECU Material Adverse Effect or a Golden Material Adverse Effect, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (iiv) if the Arrangement is were consummated, have could reasonably be expected to cause an ECU Material Adverse Effect or a Dolly Varden Golden Material Adverse Effect, or (vi) seeks to prohibit or limit the ownership or operation by any Party or any of its affiliates of any material portion of its business or assets or to compel any Party or any of its affiliates to dispose of or hold separate any material portion of its business or assets as a result of the Arrangement; (f) the Contango SharesGolden Stock, Golden Replacement Options and Golden Replacement Warrants to be issued in the Exchangeable Shares and Amalco Exchangeable Shares United States pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of under the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, or have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 registered under the U.S. Securities Act), ; (g) neither party shall have materially breached any of the issuer terms or conditions of such securities; provided, however, the Subscription Agreement and the Private Placement shall have been completed by no later than the date that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(fis five (5) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court Business Days prior to the hearing in respect of ECU Meeting Record Date; (h) the Final Order, as required by Key Regulatory Approvals shall have been obtained; (i) the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3Key Third Party Consents shall have been obtained; and (gj) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement this Agreement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties:‌ (a) All consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Amalgamation including that of the TSXV and CSE, the failure of which to obtain could reasonably be expected to have been obtained at a Material Adverse Effect on Gamesquare or Magnolia or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Amalgamation, shall have been obtained; (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Amalgamation shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) The CSE shall have conditionally approved the listing of Magnolia Shares, subject to compliance with the usual requirements of the CSE, and the resale of such shares not (d) Delisting of the Interim Order and Magnolia Shares from the Final Order TSXV shall each have been obtained on terms consistent with approved by a majority of the votes attached to the Magnolia Shares by (A) written consents or (B) represented in person or by proxy at the Magnolia Meeting, excluding for this Agreement, and shall not have been set aside or modified purpose votes attached to Magnolia Shares held by persons described in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseitems (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions; (e) no Governmental Entity Dissent rights shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then been exercised in effect and has the effect respect of making the Arrangement illegal or otherwise preventing or prohibiting consummation no more than 5% of the Arrangement, issued and without limiting outstanding Magnolia Shares pursuant to the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse EffectOBCA; (f) Dissent rights shall have been exercised in respect of no more than 5% of the Contango Shares, the Exchangeable Shares issued and Amalco Exchangeable outstanding Gamesquare Shares pursuant to the Plan OBCA; (g) On the Effective Date, other than as a result of Arrangement the Amalgamation, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Magnolia Shares, the New Magnolia Shares, the Gamesquare Shares or the Amalco Shares shall be in effect; (ih) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and There shall not be “restricted securities” within pending or threatened any suit, action or proceeding by any Governmental entity, before any court or governmental authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the meaning of Rule 144 consummation of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days Amalgamation or any of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the other transactions contemplated by this Agreement or seeking to obtain from Magnolia, Magnolia Subco or Gamesquare any damages that are material in the event that Dolly Varden fails relation to advise the Court prior to the hearing in respect of the Final OrderMagnolia, Magnolia Subco and Gamesquare and their subsidiaries taken as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3a whole; and (gi) the The distribution of the Contango Shares, the Exchangeable Amalco Shares and Amalco Exchangeable the New Magnolia Shares pursuant to the Arrangement Amalgamation shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except in respect of those holders who are subject Laws (other than as applicable to restrictions on resale as a result of being a “control person” under applicable Securities Lawspersons).

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Alexco Securityholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Alexco and ContangoHecla, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to:. (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, the Exchangeable Hecla Shares and Amalco Exchangeable to be issued to Alexco Shareholders in exchange for their Alexco Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”” of Hecla, as such term is defined in Rule 144 under the U.S. Securities Act), and (iii) shall be registered to the extent required by Section 12(b) of the issuer of such securitiesU.S. Exchange Act; provided, however, that Dolly Varden Alexco shall not be entitled to rely on the provisions of this Section 7.1(f6.1(d) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden Alexco fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco Hecla will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; (e) the Canadian Competition Approval shall have been obtained, if required; and (gf) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Hecla Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Hecla Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillmentsatisfaction, or mutual waiver by the Parties, on or before the Effective TimeDate, of each of the following conditions precedentconditions, each of which are for the mutual benefit of the Parties and which may only be waived with waived, in whole or in part, by the mutual consent of the PartiesPurchaser and the Company at any time: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved by the Company Shareholders at the Dolly Varden Company Meeting in accordance with the Interim OrderOrder and applicable Laws; (b) each of the Contango Shareholder Approval Interim Order and Final Order shall have been obtained at in form and substance satisfactory to each of the Contango MeetingCompany and the Purchaser, each acting reasonably, and will not have been set aside or modified in any manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise; (c) the Key Regulatory Approvals and Key Third Party Consents necessary conditional approvals of the TSXV shall have been obtained; (d) the Interim Order and necessary conditional approvals of the Final Order TSX shall each have been obtained on terms consistent with this Agreementobtained, including in respect of the listing and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseposting for trading of the Consideration Shares thereon; (e) no Governmental Entity the CFIUS Approval shall have been obtained without the imposition by CFIUS of any Burdensome Condition; (f) no Law shall have been enacted, issued, promulgated, enforced enforced, made, entered, issued or entered applied and no Proceeding will otherwise have been taken, or be pending or be threatened under any Order Laws by any person or Law which is then in effect and has the effect of making by any Governmental Authority (whether temporary, preliminary or permanent) to make the Arrangement illegal or otherwise preventing directly or prohibiting consummation indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement or threatens to do so or that would prohibit or restrict the ownership or operation of the Company, its subsidiaries or the Company Properties by the Purchaser or its affiliates, or compel the Purchaser or its affiliates to dispose of or hold separate any material portion of the business or assets of the Purchaser or its affiliates, the Company or any of the Company's subsidiaries as a result of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fg) the Contango Shares, the Exchangeable Consideration Shares and Amalco Exchangeable to be issued to Company Shareholders in exchange for their Company Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption thereof and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who arestate securities laws, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden the Company shall be not be entitled to rely on the provisions benefit of the conditions in this Section 7.1(f) in failing subsection 7.1(g), and shall be deemed to complete the transactions contemplated by this Agreement have waived such condition in the event that Dolly Varden the Company fails to advise the Court prior to the hearing in respect of the Final Order, Order that the parties intend to rely upon the Final Order as required by the terms basis for the exemption from the registration requirements of the U.S. Securities Act, provided by Section 3(a)(10) Exemption; providedthereof, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for with respect to the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth all Purchaser Shares issued to Company Shareholders in Section 2.3; andexchange for their Company Shares; (gh) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except this Agreement will not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties Mont and Kuya to complete the Arrangement Amalgamation are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesMont, Mont Subco and Kuya: (a) All consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval completion of the Amalgamation, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on Kuya or Mont or materially impede the completion of the Amalgamation, shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order;obtained. (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the Contango Shareholder Approval consummation of the Amalgamation shall have been obtained at the Contango Meeting;issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect. (c) The post-Consolidation Mont Shares to be issued pursuant to the Key Regulatory Approvals and Key Third Party Consents Amalgamation shall have been obtained;conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date or as soon as practicable thereafter. (d) On the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order Mont Shares, the Kuya Shares or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise;effect. (e) no There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedAuthority, issuedbefore any court or Governmental Authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action Amalgamation or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement or seeking to obtain from Mont, Mont Subco or Kuya any damages that are material in the event that Dolly Varden fails relation to advise the Court prior to the hearing in respect of the Final OrderMont, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror Mont Subco and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; andKuya. (gf) the The distribution of the Contango Shares, the Exchangeable Amalco Shares and Amalco Exchangeable the Mont Shares pursuant to the Arrangement Amalgamation shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except Laws (other than as applicable to control persons). (g) This Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval MAG Resolution shall have been obtained approved and adopted by the MAG Shareholders at the Dolly Varden MAG Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner that is unacceptable to Dolly Varden MAG and ContangoPan American, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other restraining order, enforced judgment or entered any Order decree against Pan American or Law MAG which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and without limiting no Law, policy, decision or directive (having the foregoingforce of Law) shall have been enacted, there shall be no action promulgated, amended or proceeding pending or threatened applied, in writing by a Governmental Entity each case that is reasonably likely to: (i) enjoin or prohibit Contango or makes consummation of the Acquiror’s ability to acquireArrangement illegal, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if enjoins or prohibits the Plan of Arrangement is consummatedor the transactions contemplated by this Agreement, have a Dolly Varden Material Adverse Effector (iii) renders this Agreement unenforceable or frustrates the purpose and intent hereof; (fe) the Contango Shares, the Exchangeable Pan American Shares and Amalco Exchangeable to be issued to MAG Shareholders in exchange for their MAG Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon pursuant to the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securitiesExemption; provided, however, that Dolly Varden MAG shall not be entitled to rely on the provisions of this Section 7.1(f6.1(e) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden MAG fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco Pan American will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, Arrangement and comply with the requirements set forth in Section 2.3; and; (f) the Canadian Competition Approval shall have been obtained; (g) the Key Regulatory Approvals shall have been obtained; (h) the Key Third Party Consents shall have been obtained; (i) this Agreement shall not have been terminated in accordance with its terms; and (j) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Pan American Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except in respect Laws (other than as applicable to control persons or pursuant to section 2.6 of those holders who are subject to restrictions on resale as a result National Instrument 45-102 Resale of being a “control person” under applicable Securities LawsSecurities).

Mutual Conditions Precedent. The respective obligations of the Parties Nord and Allied to complete the transactions contemplated by this Agreement and the obligation of Nord to file articles of arrangement to give effect to the Arrangement are shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedentconditions, each any of which may only be waived with in whole or in part by the mutual consent of the Partiessuch parties without prejudice to their right to rely on any other of such conditions: (a) the Dolly Varden Shareholder Approval Cease Trade Orders shall have been obtained at revoked and Nord shall become current in its reports to the Dolly Varden Meeting in accordance with the Interim OrderSEC as required by U.S. Securities Laws; (b) the Contango Shareholder Approval Arrangement shall have been obtained approved without material amendment at the Contango MeetingNord Meeting by the requisite majority of persons entitled to vote thereon as may be determined by the Court; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, in form and shall not have been set aside or modified in a manner unacceptable substance satisfactory to Dolly Varden Nord and ContangoAllied, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, the Exchangeable Allied Shares and Amalco Exchangeable Shares to be issued pursuant to the Plan of Arrangement are approved for official quotation by the ASX (conditional only on the issue of those shares and on Allied providing the ASX with an Appendix 3B as required by the Listing Rules) and shall be tradeable on the ASX (i) exempt from the registration requirements of other than as limited by Rule 145 under the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and or other restrictions on sales by affiliates (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), ) or control persons which may be applicable) under applicable Canadian Securities Laws and U.S. Securities Laws; (e) all notification and any review requirements of the issuer Investment Canada Act shall have been satisfied; (f) all other consents, orders and approvals necessary or that Nord and Allied agree are appropriate for the completion of the Arrangement shall have been obtained; (g) there shall be no action taken under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein or in the Credit Agreement, where the failure to complete such transactions would have a Material Adverse Effect on the completion of the Arrangement; (ii) results in a judgment or assessment of material damages, directly or indirectly, relating to the transactions contemplated herein or in the Credit Agreement; or (iii) imposes or confirms material limitations on the ability of Allied to effectively exercise full rights of ownership of the Nord Shares to be acquired by Allied pursuant to the Arrangement or on the ability of those Nord Securityholders to whom Allied Shares are issued pursuant to the Arrangement to effectively exercise full rights of ownership of such securities; providedAllied Shares subject to securities law restrictions in applicable jurisdictions but, however, that Dolly Varden including the right to vote or trade any such shares on the ASX; (h) there shall not be entitled to rely on in force any law, order or decree making illegal, restraining or enjoining the provisions completion of this Section 7.1(f) the Arrangement or any other transactions contemplated herein or in failing to complete the Credit Agreement or which enables any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, as a result of the transactions contemplated herein, to: (i) prohibit Allied or any of its subsidiaries or Nord or any of the Nord Subsidiaries from owning or operating all or any portion of their respective businesses or assets; or (ii) compel Allied or any of its subsidiaries or Nord or any of the Nord Subsidiaries to dispose of or hold separately all or any portion of their respective businesses or assets or the shares of Nord to be indirectly acquired by this Agreement in the event that Dolly Varden fails to advise the Court prior Allied pursuant to the hearing in respect of the Final OrderArrangement; if such prohibition or compulsion could have a Material Adverse Effect on Allied and its subsidiaries (including Nord), as required by the terms of the Section 3(a)(10) Exemption; providedon a consolidated basis, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval after completion of the Arrangement, and comply with the requirements set forth in Section 2.3; and (gi) the distribution none of the Contango Sharesconsents, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement orders or approvals contemplated herein shall be exempt from the prospectus and registration requirements of applicable Securities Laws contain terms or conditions or require undertakings or security deemed unacceptable by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango SharesNord or Allied, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsacting reasonably.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the PartiesAcquiror and Company: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Shareholders at the Dolly Varden Special Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Company and ContangoAcquiror, acting reasonably, on appeal or otherwise; (ec) no there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity shall have enactedor other regulatory authority or any other person, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement that makes it illegal or otherwise preventing directly or prohibiting indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to:; (d) (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights provisions of ownership over, any Dolly Varden Shares; or Section 2.6 shall have been satisfied and (ii) if Acquiror Shares to be issued under the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption thereof and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall will not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable subject to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 resale restrictions under the U.S. Securities Act), subject to restrictions applicable to affiliates (as defined in Rule 405 of the issuer U.S. Securities Act) of such securities; provided, however, that Dolly Varden shall not be entitled to rely on Acquiror following the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; andEffective Date; (ge) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities LawsLaws (other than as applicable to control Persons or pursuant to section 2.6 of the National Instrument 45-102 - Resale of Securities); (f) the Key Regulatory Approvals shall have been obtained; (g) there shall not be any action or proceeding by a Governmental Entity filed in Canada or the United States that is reasonably likely to (i) cease trade, except in respect enjoin or prohibit Acquiror's ability to acquire, hold, or exercise full rights of those holders who are subject ownership over, any Common Shares, including the right to restrictions on resale vote the Common Shares, (ii) prohibit the Arrangement, or the ownership or operation by Acquiror of any material portion of the business of Company and its subsidiaries or (other than as contemplated by Section 5.6(c) of this Agreement) compel Acquiror to dispose of or hold separate any portion of the business or assets of Company and its subsidiaries as a result of being the Arrangement, or (iii) materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have a “control person” under applicable Securities LawsMaterial Adverse Effect; (h) this Agreement shall not have been terminated pursuant to Article 8; and (i) the NYSE shall have conditionally approved the listing thereon of Acquiror Shares to be issued pursuant to the Arrangement, subject only to the standard listing conditions of the NYSE.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, fulfillment of each of the following conditions precedentprecedent on or before the Effective Date, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall have each have been obtained on terms consistent with this Agreement, Agreement and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangoeither of the Parties, acting reasonably, on appeal or otherwise; (eb) no Governmental Entity the PODA Arrangement Resolution shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then been passed by the PODA Shareholders at the PODA Meeting in effect and has accordance with the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse EffectInterim Order; (fc) all Regulatory Approvals that are necessary or advisable to consummate the transactions contemplated by this Agreement and the failure of which to obtain would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect in respect of either Gamora or PODA, shall have been made, given or obtained on terms that are acceptable to the Parties, each acting reasonably; (d) the Contango Shares, Consideration Shares to be issued under the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws thereof and shall not be “restricted securities” within subject to resale restrictions in the meaning of Rule 144 of United States under the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”may be prescribed by Rule 144 and Rule 145, as such term is defined in Rule 144 applicable, under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (ge) the distribution no action, suit, proceeding, objection, opposition, order or injunction shall have been taken, entered or promulgated by any Governmental Entity and no Law shall have been enacted, issued, promulgated, enforced, amended or applied, in each case, which prevents, prohibits or enjoins any of the Contango SharesParties from consummating the Arrangement, or that would, individually or in the Exchangeable Shares and Amalco Exchangeable Shares pursuant aggregate, be reasonably expected to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except have a Material Adverse Effect in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsGamora or PODA if the Arrangement is consummated.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillmentAcquisitionCo, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order Big Rock and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing Trust to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior shall be subject to the hearing in respect fulfilment or satisfaction, on or before the Effective Date, of each of the following conditions, any of which may be waived collectively by them without prejudice to their right to rely on any other condition: a) the Arrangement Resolution shall have been approved at the Meeting by not less than 66 2/3% of the votes by the Shareholders and Optionholders, voting separately as a class, in accordance with the provisions of the Interim Order and any applicable regulatory requirements; b) the Final OrderOrder shall have been granted in form and substance satisfactory to AcquisitionCo, Big Rock and the Trust acting reasonably not later than January 31, 2003 or such later date as the parties may agree; c) the Articles of Arrangement and all necessary related documents filed with the Registrar in accordance with the Arrangement shall be in form and substance satisfactory to each of AcquisitionCo, Big Rock and the Trust, acting reasonably and shall have been accepted for filing by the Registrar together with the Final Order in accordance with subsection 193(9) of the ABCA; d) there shall be no action taken under any existing applicable law or regulation, nor any statute, rule, regulation or order, which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, or there shall not be in force any order or decree of any such entity that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein; (ii) results in any judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; or (iii) imposes or confirms material limitations on the ability of the Trust effectively to exercise full rights of ownership of the securities of Amalco, including, without limitation, the right to vote any such securities; e) there will have been no material change with respect to the income tax laws or policies of Canada which would have a material adverse effect on the proposed reorganization of Big Rock as contemplated by the Arrangement; f) arrangements satisfactory to Big Rock, AcquisitionCo and the Trust shall have been made to ensure that all outstanding Options shall have been surrendered, exercised, exchanged or terminated; g) all necessary third party and regulatory consents, approvals and authorizations with respect to the transactions contemplated hereby shall have been completed or obtained including, without limitation, consents and approvals from the Big Rock’s principal lenders; h) there shall not, as required by the terms of the Section 3(a)(10Effective Date, be Securityholders that hold in excess of 5% of all Common Shares and Options that have validly exercised their rights of dissent under the Interim Order; and i) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with TSX to the requirements set forth in Section 2.3; and (g) the distribution conditional substitutional listing of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares Trust Units to be issued pursuant to the Arrangement shall be exempt from have been obtained, subject only to the prospectus and registration requirements filing of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsrequired documents.

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may only be waived with by the mutual consent of the PartiesUPM and Repap: (a) the Dolly Varden Shareholder Approval Amalgamation shall have been obtained approved at the Dolly Varden Repap Meeting in accordance with by not less than two-thirds of the Interim Ordervotes cast by the Repap Shareholders voting together and by not less than two-thirds of the votes cast by the holders of Repap Common Shares; (b) there shall not be in force any final and non-appealable injunction, order or decree restraining or enjoining the Contango Shareholder Approval consummation of the transactions contemplated by this Agreement and there shall have been obtained at be no proceeding, of a judicial or administrative nature or otherwise, brought by a Governmental Entity in progress or threatened that relates to or results from the Contango Meetingtransactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof; (c) the Key Regulatory Approvals and Key Third Party Consents this Agreement shall not have been obtainedterminated pursuant to Article 6; (d) other than the Interim Order Regulatory Approvals, all consents, waivers, permits, orders and approvals of any Governmental Entity, and the Final Order expiry of any waiting periods, in connection with, or required to permit, the consummation of the Amalgamation, the failure of which to obtain or the non-expiry of which would constitute a violation of applicable Laws, or would have a Material Adverse Effect on UPM or Repap, as the case may be, shall each have been obtained or received on terms consistent with this Agreement, and that will not have a Material Adverse Effect on UPM and/or Repap; there shall not have been set aside be pending or modified in a manner unacceptable to Dolly Varden and Contangothreatened any suit, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a any Governmental Entity that is reasonably likely toEntity: (i) enjoin seeking to prohibit or restrict the acquisition by UPM or any of its subsidiaries of any Repap Common Shares or Repap Options, seeking to restrain or prohibit Contango the consummation of the Amalgamation or seeking to obtain from Repap or UPM any damages directly or indirectly in connection with the Acquiror’s Amalgamation, (ii) seeking to prohibit or materially limit the ownership or operation by UPM or any of its subsidiaries of any material portion of the business or assets of Repap or any of its subsidiaries or to compel UPM or any of its subsidiaries to dispose of or hold separate any portion of the business or assets of Repap or any of its subsidiaries, (iii) seeking to impose limitations on the ability of UPM or any of its subsidiaries to acquire, acquire or hold, or exercise full rights of ownership overof, any Dolly Varden Repap Common Shares; or , including the right to vote the Repap Common Shares purchased by them on all matters properly presented to the shareholders of Repap, (iiiv) if seeking to prohibit UPM or any of its subsidiaries from effectively controlling in any material respect the Arrangement business or operations of Repap or any of its subsidiaries or (v) which otherwise is consummated, reasonably likely to have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely Effect on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3Repap or UPM; and (ge) the distribution of the Contango SharesRegulatory Approvals shall have been obtained or satisfied on terms and conditions satisfactory to UPM, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsacting reasonably.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillmentsatisfaction, on or before the Effective TimeDate or such other time specified, of each of the following conditions precedentconditions, each any of which may only be waived with by the mutual written consent of the Partiessuch Parties without prejudice to their right to rely on any other of such conditions: (a) the Dolly Varden Shareholder Approval Interim Order and Final Order shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained granted on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangoeither of the Parties, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Patch Shareholders in accordance with the Interim Order; (c) the Effective Date shall have occurred on or before the Outside Date; (d) all Regulatory Approvals and third party approvals and consents necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on the Purchaser (after giving effect to the Arrangement) or prevent or materially impair or materially delay or could reasonably be expected to prevent or materially impair or delay the ability of either Party to consummate the transactions contemplated by this Agreement by the Outside Date shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonably; (e) no Governmental Entity action shall have been taken under any existing Applicable Law or regulation, nor any statute, rule, regulation or order which is enacted, issuedenforced, promulgated, enforced promulgated or entered issued by any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely toAuthority that: (i) enjoin makes illegal or prohibit Contango otherwise directly or indirectly restrains, enjoins or prohibits the Acquiror’s ability to acquire, hold, Arrangement or exercise full rights of ownership over, any Dolly Varden Sharesother transactions contemplated by this Agreement; or (ii) if results in a judgment or assessment of material damages against the Arrangement is consummatedParties or their subsidiaries, have a Dolly Varden Material Adverse Effect; (f) the Contango Sharesdirectly or indirectly, the Exchangeable Shares and Amalco Exchangeable Shares pursuant relating to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in that would have a Material Adverse Effect upon the event that Dolly Varden fails to advise the Court prior Purchaser (after giving effect to the hearing in respect Arrangement) or prevent or materially impair or materially delay or could reasonably be expected to prevent or materially impair or delay the ability of either Party to consummate the transactions contemplated by this Agreement by the Outside Date. The foregoing conditions are for the mutual benefit of the Final Order, as required Parties and may be asserted by the terms either Party regardless of the Section 3(a)(10circumstances and may be waived by either Party (with respect to such Party) Exemption; providedin their sole discretion, furtherin whole or in part, that Contango. the Acquiror at any time and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of from time to time without prejudice to any other rights which such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsParty may have.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Target Shareholders and Target Optionholders at the Dolly Varden Target Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Target and ContangoAcquiror, acting reasonably, on appeal or otherwise; (ec) no there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity shall have enactedor other regulatory authority, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement that makes it illegal or otherwise preventing directly or prohibiting indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, the Exchangeable Acquiror Shares and Amalco Exchangeable Spinco Shares to be issued to the holders of Target Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state thereof and, in the case of the United StatesAcquiror Shares to be issued to holders of the Target Shares in connection with the Arrangement, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall will not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable subject to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 resale restrictions under the U.S. Securities Act), subject to restrictions applicable to affiliates (as defined in Rule 405 of the issuer U.S. Securities Act) of such securities; providedAcquiror following the Effective Date; (e) the TSX-V shall have conditionally approved for listing, howeversubject to the payment of fees and the filing of customary required documents, that Dolly Varden the Acquiror Shares issuable pursuant to the Arrangement and upon the exercise of the Target Warrants; (f) the Key Regulatory Approvals shall not be entitled have been obtained, including the expiry or termination of any waiting period (and any extension thereof) under Hart­Scott-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, applicable to rely on the provisions purchase of this Section 7.1(f) in failing to complete the transactions Target Shares as contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; andAgreement; (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares this Agreement shall not have been terminated pursuant to the Arrangement shall be exempt Article 9; and from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect Laws (other than as applicable to control Persons or pursuant to section 2.6 of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsNational Instrument 45-102).

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Bear Creek Securityholder Approval shall have been obtained approved and adopted by the Bear Creek Securityholders at the Dolly Varden Bear Creek Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Bear Creek and ContangoHighlander, acting reasonably, on appeal or otherwise; (ec) [Intentionally Deleted] (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to:. (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fe) the Contango Shares, the Exchangeable Highlander Shares and Amalco Exchangeable to be issued to Bear Creek Shareholders in exchange for their Bear Creek Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act and shall be freely transferable under applicable U.S. Securities Laws (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at or after the Effective Time become, “affiliates”” of Highlander, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden Bear Creek shall not be entitled to rely on the provisions of this Section 7.1(f6.1(e) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden Bear Creek fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco Highlander will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and; (f) the CNA Approval, if required, shall have been obtained; (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Highlander Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Highlander Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws; (h) this Agreement shall not have been terminated in accordance with its terms; (i) the Debt Restructuring Agreements shall not have been terminated; and (j) Bear Creek and Highlander shall have provided an irrevocable direction to counsel of Bear Creek to pay from funds held in trust pursuant to Section 2.12(b), by wire transfer, the Termination Obligations owed to each Terminated Person.

Mutual Conditions Precedent. The obligations of the Parties to Mezzotin, Mezzotin Subco, Indus and Canadian Fi▇▇▇ ▇o complete the Arrangement Business Combination are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesMezzotin and Indus: (a) the Dolly Varden Shareholder Approval Financing shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Ordercompleted; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order or legal prohibition preventing the Contango Shareholder Approval consummation of the Business Combination shall have been obtained at the Contango Meetingissued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) on the Key Regulatory Approvals and Key Third Party Consents Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Mezzotin Shares, the Subordinate Voting Shares, the Convertible Shares, the Super Voting Shares, the Canadian Fi▇▇▇ ▇hares or the Amalco Shares shall have been obtainedbe in effect; (d) there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, before any court or Governmental Authority, agency or tribunal, domestic or foreign, seeking to restrain or prohibit the Interim Order and consummation of the Final Order shall each have been obtained on terms consistent with Business Combination or any of the other transactions contemplated by this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect distribution of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Amalco Shares, the Exchangeable Shares Subordinate Voting Shares, Convertible Share and Amalco Exchangeable Super Voting Shares pursuant to or in connection with the Plan of Arrangement Business Combination shall be (i) exempt from the registration prospectus requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws regulatory authorities of any state each of the United States, and (ii) shall be freely transferable provinces of Canada or by virtue of applicable exemptions under applicable U.S. Canadian Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. subject to resale restrictions under applicable Canadian Securities Act Laws (other than as applicable to persons who are, control persons) or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators); (f) each of the Indus Related Agreements shall have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden terminated (g) this Agreement shall not be entitled to rely on the provisions of this Section 7.1(f) have been terminated in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply accordance with the requirements set forth in Section 2.3its terms; and (gh) Indus shall have made arrangements acceptable to Mezzotin, acting reasonably, for the distribution payment of the Contango SharesMezzotin Transaction Costs and other costs contemplated by Section 10.5, the Exchangeable Shares Max Mind Promissory Notes, the Mezzotin Bonuses, and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from compensation accruals and other current liabilities included in the prospectus and registration requirements calculation of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and the Working Capital Deficiency (whether or not there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as is a result of being a “control person” under applicable Securities LawsWorking Capital Deficiency).

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated hereby, and in particular the Arrangement, are subject to the fulfillmentsatisfaction, on or before the Effective TimeDate or such other time specified, of each of the following conditions precedent, each of which may may, subject to the Support Agreement, only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Noteholders' Resolution and the Shareholders' Resolution shall have been obtained approved at the Dolly Varden Meeting Meetings in accordance with the provisions of the Interim Order; (b) the Contango Shareholder Approval Final Order shall have been obtained at obtained, and the Contango MeetingFinal Order shall be in full force and effect, final and executory notwithstanding appeal; (c) the Key Regulatory Approvals and Key Third Party Consents Catalyst Companies shall have been obtainedtaken all necessary corporate actions and proceedings in connection with the Recapitalization and the Plan of Arrangement; (d) all conditions set out in the Interim Order Support Agreement and the Final Order this Arrangement Agreement shall each have been obtained on satisfied or waived by the applicable parties pursuant to the terms consistent with of the Support Agreement and this Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseas applicable; (e) no Governmental Entity the Support Agreement shall not have enacted, issued, promulgated, enforced or entered any Order or Law which is then been terminated in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectaccordance with its terms; (f) this Arrangement Agreement shall not have been terminated in accordance with its terms; (g) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no bona fide and pending application shall have been made to any Governmental Entity, and no action or investigation shall have been announced or commenced by any Governmental Entity, in consequence of or in connection with the Contango SharesRecapitalization that restrains or impedes in any material respect or prohibits (or if granted would reasonably be expected to restrain or impede in any material respect or prohibit), the Exchangeable Shares Recapitalization or any material part thereof or requires a material variation from the form of the Recapitalization contemplated herein; (h) the ABL Credit Facility Amendments and Amalco Exchangeable Shares pursuant to the Existing Senior Secured Term Loan Amendments shall be completed, be implemented and become effective concurrently with the implementation of the Plan of Arrangement; (i) the Effective Date shall occur on or before the Outside Date; (j) no applicable Law shall have been passed and become effective, which makes the consummation of the Plan of Arrangement shall be illegal or otherwise prohibited; (ik) exempt from the registration requirements each of the U.S. Securities Act in reliance upon Provisional Relief Order and the Section 3(a)(10) Exemption U.S. Recognition Order shall have been entered by the U.S. Bankruptcy Court and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws in full force and effect, final and executory notwithstanding appeal; (l) all conditions set out in the New Secured Term Loan Agreement shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of satisfied or waived by the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled applicable parties pursuant to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10New Secured Term Loan Agreement, and the New Secured Term Loan Agreement shall have been entered into by Catalyst, the New Secured Term Loan Agent and, as applicable, the Expedited Track Noteholders and/or ArrangeCo; and (m) Exemption; providedall required governmental, furtherregulatory and judicial consents, that Contango. and any other required third party consents shall have been obtained, except for such third party consents which if not obtained would not individually or in the Acquiror and Amalco will rely aggregate have a material adverse effect on the Section 3(a)(10) Exemption Catalyst Companies or the Recapitalization. The foregoing conditions are for the issuance of such securities, based on the Court’s approval mutual benefit of the Arrangement, Parties and comply with the requirements set forth in Section 2.3; and (g) the distribution may be asserted by each of the Contango SharesParties regardless of the circumstances and may be waived by each of the Parties in their sole discretion, the Exchangeable Shares in whole or in part, at any time and Amalco Exchangeable Shares pursuant from time to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on time without prejudice to any other rights which any such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsParties may have.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, in form and substance satisfactory to each of Karora and Westgold, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and ContangoKarora or Westgold, acting reasonably, on appeal or otherwise; (eb) no Governmental Entity the Karora Shareholder Approval shall have enactedbeen obtained at the Karora Meeting in accordance with the Interim Order; (c) Westgold Shareholder Approval, issuedif, promulgatedand to the extent, enforced required by the ASX, shall have been obtained at the Westgold Meeting; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or entered any Order other prohibition or order at Law or under applicable legislation, against Westgold or Karora which is then in effect and has prevents the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there ; (e) no Proceeding shall be no action or proceeding pending or threatened in writing by a any Governmental Entity in any jurisdiction that is reasonably likely to: to (i) enjoin cease trade, enjoin, prohibit, or prohibit Contango impose any limitations, damages, or the Acquirorconditions on Westgold’s ability to acquire, hold, or exercise full rights of ownership overover any Karora Shares, any Dolly Varden including the right to vote the Karora Shares; or , or (ii) if prohibit or enjoin Karora or Westgold from consummating the Arrangement is consummated, have a Dolly Varden Material Adverse EffectArrangement; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan no person shall have filed any notice of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect appeal of the Final Order, as required by and no person shall have communicated to Karora or Westgold (orally or in writing) any intention to appeal the terms Final Order which, in the reasonable opinion of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely Karora or ▇▇▇▇▇▇▇▇ (on the Section 3(a)(10) Exemption for advice of outside legal counsel), would make it inadvisable to proceed with the issuance of such securities, based on the Court’s approval implementation of the Arrangement, and comply with the requirements set forth in Section 2.3; and; (g) this Agreement shall not have been terminated in accordance with its terms; (h) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall either: (i) be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief granted from the securities regulatory authorities of Australia (including in respect of the on-sale disclosure obligations imposed by subsections 707(3) and (4) of the Corporations Act 2001 (Cth) for the on-sale of Westgold Shares following implementation of the Arrangement) and each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale or on-sale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares disclosure obligations under applicable Securities Laws, except in respect Laws (other than as applicable to control persons or pursuant to Section 2.6 of those holders who are subject to restrictions on resale as a result National Instrument 45-102 – Resale of being a “control person” Securities); or (ii) if exemptive relief from the prospectus and registration requirements under applicable Australian Securities LawsLaws is not granted by the securities regulatory authorities of Australia, Westgold shall have filed a prospectus in connection with the issuance of the Westgold Shares to be issued pursuant to the Arrangement; (i) conditional approval (or equivalent approval) of the listing or official quotation of the Westgold Shares issuable pursuant to the Arrangement on the ASX and on the TSX shall have been obtained by Westgold; (j) FIRB Approval shall have been obtained by ▇▇▇▇▇▇▇▇; and (k) the distribution of the Share Consideration pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Liquid Shareholders at the Dolly Varden Liquid Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and ContangoLBIX or Liquid, acting reasonably, on appeal or otherwise; (ec) no the LBIX Resolution shall have been approved by the LBIX Shareholders; (d) there shall not exist any prohibition at law, including any final, non-appealable cease trade order, injunction or other prohibition or order of any Governmental Entity of competent jurisdiction, which shall have enactedrestrain, issuedenjoin, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement make illegal or otherwise preventing prohibit or prohibiting prevent the consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (ie) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, Studio Acquisition shall have a Dolly Varden Material Adverse Effectclosed; (f) the Contango Shares, the Exchangeable Shares LBIX shall continue to be a Foreign Private Issuer and Amalco Exchangeable Shares pursuant not required to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 registered under the U.S. Securities US Investment Company Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and; (g) the distribution of the Contango Consideration Shares, as contemplated in the Exchangeable Shares and Amalco Exchangeable Shares Plan of Arrangement, in the United States pursuant to the Arrangement shall be exempt from registration requirements under the U.S. Securities Act and except with respect to persons deemed “affiliates” under such enactment, the Consideration Shares, as contemplated in the Plan of Arrangement, to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under such enactment; (h) the distribution of the Consideration Shares, as contemplated in the Plan of Arrangement, in Canada pursuant to the Arrangement shall be exempt from registration and prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and Canadian securities legislation; (i) there shall not be no resale restrictions on such Contango Sharesin force any law, Exchangeable Shares ruling, order or Amalco Exchangeable Shares decree that makes it illegal or restrains, or enjoins or prohibits the consummation of the transactions contemplated by this Agreement and the Arrangement; and (j) this Agreement shall not have been terminated under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsArticle 6.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Aurizon Securityholders at the Dolly Varden Aurizon Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Aurizon and ContangoHecla, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other prohibition or order at Law or under applicable legislation, enforced against Hecla or entered any Order or Law Aurizon which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, Hecla Shares to be issued in the Exchangeable Shares and Amalco Exchangeable Shares United States pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden Aurizon shall not be entitled to rely on the provisions of this Section 7.1(f6.1 (d) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden Aurizon fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, furtherforegoing exemptions, that Contango. the Acquiror and Amalco Hecla will rely on the Section 3(a)(10) Exemption for the issuance of such securities, foregoing exemptions based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; andtransaction; (ge) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Hecla Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except ; and (f) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Target Shareholders at the Dolly Varden Target Meeting in accordance with the Interim OrderOrder and, if applicable, MI 61-101; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Target and ContangoPurchaser, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other prohibition or order at Law or under applicable legislation, enforced against Purchaser or entered any Order or Law Target which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, Key Regulatory Approvals shall have been obtained; (e) Purchaser Shares to be issued in the Exchangeable Shares and Amalco Exchangeable Shares United States pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden Target shall not be entitled to rely on the provisions of this Section 7.1(f6.1(e) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden Target fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, furtherforegoing exemption, that Contango. the Acquiror and Amalco Purchaser will rely on the Section 3(a)(10) Exemption for the issuance of such securities, foregoing exemption based on the Court’s approval of the Arrangement, and comply fairness of the transaction to Target Securityholders; (f) this Agreement shall not have been terminated in accordance with the requirements set forth in Section 2.3its terms; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws either by virtue of exemptive relief from the Securities Authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws (other than as applicable to control persons under applicable Canadian Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws).

Mutual Conditions Precedent. The obligations of the Parties VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless to complete the Arrangement ‎Business Combination are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the ‎Effective Date, each of which may only be waived only with the mutual consent in writing of the Parties:s‎BetOne, Bismark, Limitless and VON Acquisition:‎ (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit ‎the completion of the Dolly Varden Shareholder Approval Business Combination, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition or ‎materially impede the completion of the Business Combination, shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order;‎obtained;‎ (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the Contango Shareholder Approval consummation of the Business Combination shall have been obtained at the Contango Meeting;issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in effect;‎ (c) on the Key Regulatory Approvals and Key Third Party Consents Effective Date, no cease trade order or similar restraining order of any other ‎provincial securities administrator relating to the VON Acquisition Shares, the shares of s‎BetOne Common Stock, the Bismark Shares, the Limitless Shares, the A▇▇▇▇▇▇ ▇▇▇▇▇ Shares, the US Subco Shares, or the ‎Amalco Shares shall have been obtained;be in effect;‎ (d) there shall not be pending or threatened any suit, action or proceeding by any Governmental ‎Entity, before any court or Governmental Authority, agency or tribunal,‎ domestic or foreign, that has a significant likelihood of success, seeking to restrain or ‎prohibit the Interim Order and consummation of the Final Order shall each have been obtained on terms consistent with Business Combination or any of the other ‎transactions contemplated by this Agreement, and Agreement;‎ and (e) this Agreement shall not have been set aside or modified terminated in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply accordance with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws.its terms.‎

Mutual Conditions Precedent. The obligations of the Parties parties to complete the transactions contemplated by this Agreement and to file the documents required to give effect to the Arrangement are shall be subject to satisfaction of or mutual waiver by the fulfillment, parties on or before the Effective Time, Date of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Partiesconditions: (a) the Dolly Varden Shareholder Approval Arrangement, with or without amendment, shall have been obtained approved at the Dolly Varden NxtPhase Meeting in accordance with the provisions of the Interim OrderOrder and the Arrangement shall have otherwise been approved and adopted by the requisite majorities of persons entitled to vote thereon as determined by the Court or by any other rules and policies of Canadian corporate and securities regulatory authorities having jurisdiction; (b) the Contango Shareholder Approval Registration Statement (including any post-effective amendment thereto) shall be effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement shall have been obtained at issued and no proceeding shall be pending or to the Contango Meetingknowledge of Beacon threatened by the SEC to suspend the effectiveness of such Registration Statement, and Beacon shall have received all U.S. state securities or "blue sky" permits or other authorizations, or confirmations, as to the availability of an exemption from registration requirements as may be necessary; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, from the Court in form and shall not have been set aside or modified in a manner unacceptable substance satisfactory to Dolly Varden and Contangoeach of the parties, acting reasonably; (d) all other consents, on appeal orders, regulations and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or otherwisereceived from the persons, authorities or bodies having jurisdiction in the circumstances; (e) no Governmental Entity the Beacon Shareholders shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: approved (i) enjoin or prohibit Contango or the Acquiror’s ability Plan of Arrangement and the issuance of Beacon Shares pursuant to acquirethe Arrangement and this Agreement, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if an amendment to the Arrangement is consummated, have a Dolly Varden Material Adverse EffectBeacon Certificate of Incorporation increasing the number of Beacon Shares authorized for issuance from 110,000,000 to 170,000,000 and (iii) an amendment to the Beacon Equity Incentive Plan increasing the number of Beacon Shares authorized for issuance under such plan from 9,000,000 to 23,000,000; (f) subject to Section 4.7 and any applicable securities laws in the Contango Sharesprovinces of Canada, the Exchangeable Shares and Amalco Exchangeable issuance of the Beacon Shares pursuant to the Plan of Arrangement shall will comply with the registration requirements by the 1933 Act, and be (i) registered and freely tradable shares in the United States upon issuance and will be exempt from the registration and prospectus requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state laws in each of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning provinces of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined Canada in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3which NxtPhase Shareholders are resident; and (g) the distribution no order or decree of the Contango Sharesany domestic or foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and no law, regulation, policy, directive or order shall be enacted, promulgated, made, issued or applied to cease trade, enjoin, prohibit or impose material limitations on, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to Arrangement or the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawstransactions contemplated thereby.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement Amalgamating Companies under this Amalgamation Agreement are subject to the fulfillmentfollowing conditions which may be waived by both Alamos or National in whole or in part without prejudice to the right of Alamos or National to rely on any other of such conditions: a) this Agreement and the transactions contemplated hereby, on with or before without amendment, including the Effective TimeAmalgamation, having been adopted and approved by a special resolution of the members of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained Amalgamating Companies at the Dolly Varden Meeting their respective Meetings in accordance with the Interim Orderprovisions of the Company Act; (b) an Order of the Contango Shareholder Approval shall have Court approving the Amalgamation having been obtained at issued on terms and conditions satisfactory to the Contango MeetingAmalgamating Companies; (c) there not being in force any order or decree restraining or enjoining the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement, including, without limitation, the Amalgamation; d) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the event that Dolly Varden fails to advise the Court prior circumstances; e) there not being in force any cease trade orders by any regulatory body or any other impediments to the hearing general free tradability of the Amalco Common Shares to be issued in connection with the Amalgamation: i) in Canada by Canadian residents who are not affiliates (as such term is used in the 1933 Act) of Alamos or National (other than any restrictions imposed under provincial securities legislation relating to sales of securities from the holdings of “control persons”, market preparations and consideration payments); and ii) in the United States, subject only to: (A) any restrictions imposed by Rules 144 and 145 under the 1933 Act relating to resales of such Amalco Common Shares by “affiliates” of Amalco, Alamos or National; and (B) any restrictions imposed by Rule 144 under the 1933 Act relating to resales of Amalco Common Shares that are issued in respect of Alamos Common Shares offered or sold in the Final OrderUnited States; f) none of the consents, as required orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of Alamos or National; g) this Agreement not having been terminated under Article 6 hereof; h) the Amalgamation having been approved in principle by the terms Exchange, subject only to making the required filings with it and the Exchange having conditionally approved the listing of the Section 3(a)(10Amalco Common Shares; i) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance neither Amalgamating Company having received notice of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares dissent pursuant to the Arrangement shall be exempt provisions of the Company Act with respect to the Amalgamation from persons holding, in the prospectus aggregate, greater than 2% of the issued and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango outstanding Alamos Common Shares or National Common Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Lawsas the case may be; j) neither Amalgamating Company having received a Superior Offer to enter into a competing transaction which the directors of that Amalgamating Company are obligated, except in respect accordance with their fiduciary obligations, to consider and recommend to the shareholders of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsthat Amalgamating Company.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement, are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Moto Securityholders at the Dolly Varden Moto Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Moto and ContangoRandgold, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other prohibition or order at Law or under applicable legislation, enforced against Randgold or entered any Order or Law Moto which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, the Exchangeable Randgold Shares and Amalco Exchangeable Shares Randgold ADSs to be issued in the United States pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden Moto shall not be entitled to rely on the provisions of this Section 7.1(f6.1(d) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden Moto fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, furtherforegoing exemptions, that Contango. the Acquiror and Amalco ▇▇▇▇▇▇▇▇ will rely on the Section 3(a)(10) Exemption for the issuance of such securities, foregoing exemptions based on the Court’s approval of the Arrangement, and comply transaction; (e) the Key Regulatory Approvals shall have been obtained; (f) the Key Third Party Consents shall have been obtained; (g) this Agreement shall not have been terminated in accordance with the requirements set forth in Section 2.3its terms; and (gh) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws Canadian securities laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect Canadian securities laws (other than as applicable to control persons or pursuant to section 2.6 of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsNational Instrument 45-102).

Mutual Conditions Precedent. The obligations of the Parties eXeBlock, eXeBlock Subco, and Nodalblock to complete the Arrangement Amalgamation are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartieseXeBlock, eXeBlock Subco, and Nodalblock: (a) All consents, waivers, permits, exemptions, orders and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Amalgamation, the failure of which to obtain could reasonably be expected to have been obtained at a Material Adverse Effect on Nodalblock or eXeBlock or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Amalgamation, shall have been obtained; (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Amalgamation shall have been issued by any federal, state, or provincial court having jurisdiction and remain in effect; (c) The Post-Consolidation eXeBlock Shares to be issued pursuant to the Amalgamation shall have been approved for continued listing on the Exchange, subject to normal conditions on the Effective Date or as soon as practicable thereafter; (d) On the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order eXeBlock Shares, the Nodalblock Shares or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseeffect; (e) no There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedEntity, issuedbefore any court, promulgatedagency, enforced or entered any Order tribunal, domestic or Law which is then in effect and foreign, that has a significant likelihood of success, seeking to restrain or prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the ArrangementAmalgamation or any of the other transactions contemplated by this Agreement or seeking to obtain from eXeBlock, eXeBlock Subco, Nodalblock or Nodalblock Subco any damages that are material in relation to eXeBlock, eXeBlock Subco, Nodalblock and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden SharesNodalblock Subco; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect;and (f) the Contango Shares, the Exchangeable The distribution of Amalco Shares and Amalco Exchangeable the Post-Consolidation eXeBlock Shares pursuant to the Plan of Arrangement Amalgamation shall be (i) exempt from the registration prospectus requirements of the U.S. applicable Canadian Securities Act in reliance upon the Section 3(a)(10) Exemption and Law by virtue of applicable exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Canadian Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. subject to resale restrictions under applicable Canadian Securities Act Laws (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Actcontrol persons), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled except for any resale restrictions pursuant to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. Escrow Agreement which may be imposed under the Acquiror and Amalco will rely policies of the Exchange on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval Post- Consolidation eXeBlock Shares held by Principals of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities LawsResulting Issuer.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Tahoe Resolution shall have been obtained approved and adopted by the Tahoe Shareholders at the Dolly Varden Tahoe Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval Pan American Resolutions shall have been obtained approved and adopted by the Pan American Shareholders at the Contango Pan American Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden Tahoe and ContangoPan American, acting reasonably, on appeal or otherwise; (ed) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other restraining order, enforced judgment or entered any Order decree against Pan American or Law Tahoe which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (e) no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and without limiting no Law, policy, decision or directive (having the foregoingforce of Law) shall have been enacted, there shall be no action promulgated, amended or proceeding pending or threatened applied, in writing by a Governmental Entity each case that is reasonably likely to: (i) enjoin or prohibit Contango or makes consummation of the Acquiror’s ability to acquireArrangement illegal, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if enjoins or prohibits the Plan of Arrangement is consummatedor the transactions contemplated by this Agreement, have a Dolly Varden Material Adverse Effector (iii) renders this Agreement unenforceable or frustrates the purpose and intent hereof; (f) the Contango Shares, the Exchangeable Pan American Shares and Amalco Exchangeable the CVRs to be issued to Tahoe Shareholders in exchange for their Tahoe Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United StatesExemption, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”” of Pan American and former “affiliates” of Tahoe, as such term is defined in Rule 144 under the U.S. Securities Act), and (iii) shall be registered to the extent required by Section 12(g) of the issuer of such securitiesU.S. Exchange Act; provided, however, that Dolly Varden Tahoe shall not be entitled to rely on the provisions of this Section 7.1(f6.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden Tahoe fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco Pan American will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, Arrangement and comply with the requirements set forth in Section 2.3; and; (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to the Plan of Arrangement shall be exempt from the prospectus and registration requirements of applicable the U.S. Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except Act in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws.reliance upon the Section 3(a)(10) Exemption;

Mutual Conditions Precedent. The obligations of the Parties Darien, B.C. Subco, US Subco, Vireo and Canadian ▇▇▇▇▇ to complete the Arrangement Business Combination are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesDarien and Vireo: (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Business Combination, the failure of which to obtain could reasonably be expected to have been obtained at a Material Adverse Effect on Vireo or Darien or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Business Combination, shall have been obtained; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) the Subordinate Voting Shares to be issued pursuant to the Business Combination shall have been conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date or as soon as practicable thereafter; (d) on the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order Darien Shares, the Subordinate Voting Shares, the Multiple Voting Shares, the Super Voting Shares, the Canadian ▇▇▇▇▇ Shares, the B.C. Subco Shares, the US Subco Membership Interests, or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseeffect; (e) no there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedEntity, issuedbefore any court or Governmental Authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting Business Combination or any of the foregoing, there shall be no action or proceeding pending or threatened in writing other transactions contemplated by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectthis Agreement; (f) the Contango distribution of Amalco Shares, the Exchangeable Shares Subordinate Voting Shares, Multiple Voting Share and Amalco Exchangeable Super Voting Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except Laws (other than as applicable to control persons) or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators); and (g) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillmentsatisfaction, or mutual waiver by the Parties, on or before the Effective TimeDate, of each of the following conditions precedentconditions, each of which are for the mutual benefit of the Parties and which may only be waived with waived, in whole or in part, by the mutual consent of the PartiesPurchaser and the Company at any time: (a) the Dolly Varden Shareholder Approval shall Arrangement Resolution will have been obtained approved by the Company Securityholders at the Dolly Varden Company Meeting in accordance with the Interim OrderOrder and applicable Laws; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) each of the Interim Order and the Final Order shall each will have been obtained on terms consistent with this Agreementin form and substance satisfactory to each of the Company and the Purchaser, each acting reasonably, and shall will not have been set aside or modified in a any manner unacceptable to Dolly Varden and Contangoeither the Company or the Purchaser, each acting reasonably, on appeal or otherwise; (ec) the necessary conditional approvals or equivalent approvals, as the case may be, of the TSX and the approval of the NYSE American, will have been obtained, including in respect of the listing and posting for trading of the Consideration Shares; (d) no Governmental Entity shall Law will have been enacted, issued, promulgated, enforced enforced, made, entered, issued or entered applied and no Proceeding will otherwise have been taken under any Order Laws or Law which is then in effect and has the effect of making by any Governmental Authority (whether temporary, preliminary or permanent) that makes the Arrangement illegal or otherwise preventing directly or prohibiting consummation indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fe) the Contango Shares, the Exchangeable Consideration Shares and Amalco Exchangeable Shares to be issued pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the pursuant to Section 3(a)(10) Exemption thereof and exemptions from applicable state securities Laws of any state of the United States, laws and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; Purchaser), provided, however, that Dolly Varden the Company shall be not be entitled to rely on the provisions benefit of the conditions in this Section 7.1(f) in failing 7.1(e), and shall be deemed to complete the transactions contemplated by this Agreement have waived such condition in the event that Dolly Varden the Company fails to advise the Court prior to the hearing in respect of the Final Order, as required Interim Order that the Purchaser intends to rely on the exemption from registration afforded by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. of the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, U.S. Securities Act based on the Court’s approval of the Arrangement, Arrangement and comply with the requirements set forth in Section 2.32.12 and the Final Order shall reflect such reliance; (f) the Replacement Options to be issued to holders of Company Options pursuant to the Plan of Arrangement shall be exempt from the registration requirements of the U.S. Securities Act in reliance on the exemption in Section 3(a)(10) thereof, it being understood that the underlying Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement this Agreement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties Canopy Rivers and AIM2 to complete the Arrangement Amalgamation are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesCanopy Rivers and AIM2: (a) All consents, waivers, permits, exemptions, orders and approvals required to permit the Dolly Varden Shareholder Approval completion of the Business Combination, including the approval of the TSXV, of which the failure to obtain could reasonably be expected to have a Material Adverse Effect on Canopy Rivers or AIM2 or materially impede the completion of the Business Combination, shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order;obtained. (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the Contango Shareholder Approval consummation of the Business Combination shall have been obtained at the Contango Meeting;issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect. (c) The New AIM2 Subordinated Voting Shares (including the Key Regulatory Approvals New AIM2 Subordinated Voting Shares issuable upon exercise of the AIM2 Replacement Options and Key Third Party Consents the AIM2 Replacement Warrants) to be issued pursuant to the Amalgamation shall have been obtained;approved for listing on the TSXV, subject to standard conditions, on the Effective Date or as soon as practicable thereafter. (d) On the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order AIM2 Shares, the New AIM2 Shares, the Canopy Rivers Shares or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise;effect. (e) no There shall not be any pending or threatened suit, action or proceeding by any Governmental Entity shall have enactedAuthority, issuedbefore any court or governmental authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the ArrangementBusiness Combination, and without limiting the foregoing, there shall be no action Amalgamation or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement or seeking to obtain from AIM2, Subco or Canopy Rivers any damages that are material in the event that Dolly Varden fails relation to advise the Court prior to the hearing in respect of the Final OrderAIM2, Subco or Canopy Rivers and their subsidiaries taken as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; anda whole. (gf) the The distribution of the Contango Shares, the Exchangeable Amalco Shares and Amalco Exchangeable the New AIM2 Shares pursuant to the Arrangement Amalgamation shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except Laws (other than as mandated by the TSXV or as applicable to control persons). (g) Dissent Rights shall have been exercised in respect of those holders who are subject no more than 5% of the issued and outstanding Canopy Rivers Shares pursuant to restrictions on resale as a result of being a “control person” under applicable Securities Lawsthe CBCA.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties:8.1 Mutual Conditions Precedent (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Business Combination, the failure of which to obtain could reasonably be expected to have been obtained at a Material Adverse Effect on Delic or Molystar or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Business Combination, shall have been obtained; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) the Subordinate Voting Shares to be issued pursuant to the Business Combination shall have been conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date or as soon as practicable thereafter; (d) on the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order Molystar Shares, the Subordinate Voting Shares, the Multiple Voting Shares, the Canadian ▇▇▇▇▇ Shares, the B.C. Subco Shares, the US Subco Shares, or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseeffect; (e) no there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedEntity, issuedbefore any court or Governmental Authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting Business Combination or any of the foregoing, there shall be no action or proceeding pending or threatened in writing other transactions contemplated by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectthis Agreement; (f) the Contango distribution of Amalco Shares, the Exchangeable Subordinate Voting Shares, Multiple Voting Shares, Molystar Replacement Special Warrants, Molystar Replacement Finder’s Warrant and options to purchase Subordinated Voting Shares and Amalco Exchangeable Shares issued to former holder of options to purchase common shares of Molystar pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except Laws (other than as applicable to control persons) or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators); and (g) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties AIM, Subco, Acreage, ▇▇▇▇▇, USCo1 and USCo2 to complete the Arrangement Business Combination are subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedenton or prior to the Effective Date, each of which may only be waived only with the mutual consent in writing of the PartiesAIM and Acreage: (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the Dolly Varden Shareholder Approval shall completion of the Business Combination, the failure of which to obtain, individually or in the aggregate, could reasonably be expected to have been obtained at a Material Adverse Effect on Acreage or AIM or materially impede the Dolly Varden Meeting in accordance with completion of the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents Business Combination, shall have been obtained; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) the Subordinate Voting Shares to be issued pursuant to the Business Combination shall have been conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date or as soon as practicable thereafter; (d) on the Interim Order and Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Final Order AIM Shares, the Subordinate Voting Shares, the Multiple Voting Shares, the Proportionate Voting Shares, the ▇▇▇▇▇ Shares, the Acreage membership units or the Amalco Shares shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified be in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwiseeffect; (e) no there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity shall have enactedEntity, issuedbefore any court or Governmental Authority, promulgatedagency or tribunal, enforced domestic or entered any Order foreign, that has a significant likelihood of success, seeking to restrain or Law which is then in effect and has prohibit the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the ArrangementBusiness Combination or any of the other transactions contemplated by this Agreement or seeking to obtain from AIM, Subco or ▇▇▇▇▇ any damages that are material in relation to AIM, Subco and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by ▇▇▇▇▇ and their subsidiaries taken as a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effectwhole; (f) the Contango distribution of Amalco Shares, the Exchangeable Shares Subordinate Voting Shares, Multiple Voting Share and Amalco Exchangeable Proportionate Voting Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except Laws (other than as applicable to control persons) or pursuant to section 2.6 of National Instrument 45-102 - Resale of Securities of the Canadian Securities Administrators); and (g) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The Subject to Section 5.4, the respective obligations of ATCOR and the Parties Principal Shareholders and Forest to complete the Arrangement are transactions contemplated by Section 2.1 and the obligation of ATCOR to file articles of Amalgamation to give effect to the Amalgamation, except that the condition specified in paragraph (i) below shall not apply to ATCOR's obligation to file Articles of Amalgamation, shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeClosing Date, of each of the following conditions precedentconditions, each any of which may only be waived with in whole or in part, by the mutual consent of the Partiessuch parties without prejudice to their right to rely on any other of such conditions: (a) the Dolly Varden Shareholder Approval Amalgamation shall have been obtained at received the Dolly Varden Meeting in accordance with affirmative vote of not less than 66 2/3% of the Interim Ordervotes cast by the holders of each of the Class A Shares and the Class B Shares, and by the holders of all ATCOR Shares; (b) all other consents, orders and approvals necessary or that ATCOR and Forest agree are appropriate for the Contango Shareholder Approval shall have been obtained at completion of the Contango Meeting; (c) Amalgamation, the Key Regulatory Approvals Acquisition and Key Third Party Consents the Ancillary Transactions shall have been obtained; (dc) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action taken under any existing applicable law or proceeding pending regulation, nor any statute, rule, regulation or threatened order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation, the Acquisition or the Ancillary Transactions, where the failure to complete such transactions would have a material adverse effect on the completion of the Amalgamation, the Acquisition or the Ancillary Transactions; (ii) results in writing a judgement or assessment of material damages, directly or indirectly, relating to the transactions contemplated herein; or (iii) imposes or confirms material limitations on the ability of Forest to effectively exercise full rights of ownership of the shares of Amalco to be acquired by Forest pursuant to the Acquisition; (d) there shall not be in force any law, order or decree making illegal, restraining or enjoining the completion of the Amalgamation, Acquisition or Ancillary Transactions or which enables any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, as a Governmental Entity that is reasonably likely result of the transactions contemplated herein, to: (i) enjoin prohibit Forest or prohibit Contango any of its Subsidiaries or the Acquiror’s ability to acquire, hold, ATCOR or exercise full rights any of ownership over, its Subsidiaries from owning or operating all or any Dolly Varden Sharesportion of their respective businesses or assets; or (ii) compel Forest or any of its Subsidiaries or ATCOR or any of its Subsidiaries to dispose of or hold separately all or any portion of their respective businesses or assets or the ATCOR Shares or shares of Amalco to be acquired by Forest pursuant to the Acquisition; if the Arrangement is consummated, such prohibition or compulsion could have a Dolly Varden Material Adverse Effectmaterial adverse effect on Forest and its Subsidiaries (including Amalco), on a consolidated basis, after completion of the Acquisition; (e) ATCOR and the other parties thereto shall have entered into the Sale Documents in a form satisfactory to ATCOR and Forest; (f) the Contango Shares, the Exchangeable Shares there shall have been filed notification and Amalco Exchangeable Shares pursuant report forms to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 extent required under the U.S. Securities Act), of INVESTMENT CANADA ACT and the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (g) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws COMPETITION ACT and there shall be no resale restrictions on legal impediment under such Contango SharesActs to the transactions contemplated hereby; (g) an Approval of the Alberta Energy and Utilities Board shall have been obtained pursuant to the PUBLIC UTILITIES BOARD ACT and GAS UTILITIES ACT; (h) none of the consents, Exchangeable Shares orders or Amalco Exchangeable Shares under applicable Securities Lawsapprovals contemplated herein shall contain terms or conditions or require undertakings or security deemed unacceptable by ATCOR or Forest, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsacting reasonably; and (i) the Amalgamation shall have been completed.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval Company Resolution shall have been obtained approved and adopted by the Company Shareholders at the Dolly Varden Company Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden the Company and Contangothe Purchaser, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other restraining order, enforced judgment or entered any Order decree against the Purchaser or Law the Company which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) no action, suit or Proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and without limiting no Law, policy, decision or directive (having the foregoingforce of Law) shall have been enacted, there shall be no action promulgated, amended or proceeding pending or threatened applied, in writing by a Governmental Entity each case that is reasonably likely to: (i) enjoin or prohibit Contango or makes consummation of the Acquiror’s ability to acquire, holdArrangement illegal, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if enjoins or prohibits the Arrangement is consummated, have a Dolly Varden Material Adverse Effectconsummation of the Arrangement; (fe) the Contango Shares, the Exchangeable Purchaser Shares and Amalco Exchangeable to be issued to Company Shareholders in exchange for their Company Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United StatesExemption, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days “affiliates” of the Effective Time, or, at the Effective Time become, Purchaser and former “affiliates”” of the Purchaser or Company, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden the Company shall not be entitled to rely on the provisions of this Section 7.1(f6.1(e) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden the Company fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco Purchaser will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, Arrangement and comply with the requirements set forth in Section 2.3; and; (gf) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares Replacement Options to be issued to Company Optionholders in exchange for their Company Options pursuant to the Plan of Arrangement shall be exempt from the prospectus and registration requirements of applicable the U.S. Securities Laws by virtue of applicable exemptions under Securities Laws and there Act in reliance upon the Section 3(a)(10) Exemption; (g) the Canadian Competition Approval shall be no resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Securities Laws, except have been obtained; (h) the Investment Canada Act Approval shall have been obtained; (i) the Key Regulatory Approvals shall have been obtained; and (j) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived waived, in whole or in part, with the mutual written consent of the Parties: (a) the Dolly Varden Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Securityholders at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contangoeither the Company or Hudbay, each acting reasonably, on appeal or otherwise; (ec) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (fd) the Contango Shares, the Exchangeable Consideration Shares and Amalco Exchangeable Shares to be issued pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section pursuant to section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United Statesthereof, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, however that Dolly Varden the Company shall not be entitled to rely on the provisions benefit of the conditions in this Section 7.1(f) in failing 6.1(d), and shall be deemed to complete the transactions contemplated by this Agreement have waived such condition, in the event that Dolly Varden the Company fails to to: (a) advise the Court prior to the hearing in respect of the Final Order, as required by Interim Order that the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will Parties intend to rely on the Section exemption from the registration afforded by section 3(a)(10) Exemption for of the issuance of such securities, U.S. Securities Act based on the Court’s 's approval of the Arrangement, and ; or (b) comply with the requirements to be satisfied by the Company set forth in Section 2.3; and2.8; (ge) the distribution of the Contango Shares, the Exchangeable Consideration Shares and Amalco Exchangeable Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws 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 Laws and there shall not be no subject to resale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares under applicable Canadian Securities Laws, except ; (f) the Consideration Shares to be issued pursuant to the Arrangement shall have been approved for listing on the NYSE (subject only to official notice of issuance) and the TSX (subject only to customary conditions); (g) all of the Specified Regulatory Approvals shall have been obtained; and (h) this Agreement shall not have been terminated in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Lawsaccordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, in form and substance satisfactory to each of Karora and Westgold, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and ContangoKarora or Westgold, acting reasonably, on appeal or otherwise; (eb) no Governmental Entity the Karora Shareholder Approval shall have enactedbeen obtained at the Karora Meeting in accordance with the Interim Order; (c) Westgold Shareholder Approval, issuedif, promulgatedand to the extent, enforced required by the ASX, shall have been obtained at the Westgold Meeting; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or entered any Order other prohibition or order at Law or under applicable legislation, against Westgold or Karora which is then in effect and has prevents the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there ; (e) no Proceeding shall be no action or proceeding pending or threatened in writing by a any Governmental Entity in any jurisdiction that is reasonably likely to: to (i) enjoin cease trade, enjoin, prohibit, or prohibit Contango impose any limitations, damages, or the Acquirorconditions on Westgold’s ability to acquire, hold, or exercise full rights of ownership overover any Karora Shares, any Dolly Varden including the right to vote the Karora Shares; or , or (ii) if prohibit or enjoin Karora or Westgold from consummating the Arrangement is consummated, have a Dolly Varden Material Adverse EffectArrangement; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan no person shall have filed any notice of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect appeal of the Final Order, as required by and no person shall have communicated to Karora or Westgold (orally or in writing) any intention to appeal the terms Final Order which, in the reasonable opinion of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely Karora or ▇▇▇▇▇▇▇▇ (on the Section 3(a)(10) Exemption for advice of outside legal counsel), would make it inadvisable to proceed with the issuance of such securities, based on the Court’s approval implementation of the Arrangement, and comply with the requirements set forth in Section 2.3; and; (g) this Agreement shall not have been terminated in accordance with its terms; (h) the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares securities pursuant to the Arrangement shall either: (i) be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief granted from the securities regulatory authorities of Australia (including in respect of the on-sale disclosure obligations imposed by subsections 707(3) and (4) of the Corporations Act 2001 (Cth) for the on-sale of Westgold Shares following implementation of the Arrangement) and each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and there shall not be no subject to resale or on-sale restrictions on such Contango Shares, Exchangeable Shares or Amalco Exchangeable Shares disclosure obligations under applicable Securities Laws, except in respect Laws (other than as applicable to control persons or pursuant to Section 2.6 of those holders who are subject to restrictions on resale as a result National Instrument 45-102 – Resale of being a “control person” Securities); or (ii) if exemptive relief from the prospectus and registration requirements under applicable Australian Securities LawsLaws is not granted by the securities regulatory authorities of Australia, Westgold shall have filed a prospectus in connection with the issuance of the Westgold Shares to be issued pursuant to the Arrangement; (i) conditional approval (or equivalent approval) of the listing or official quotation of the Westgold Shares issuable pursuant to the Arrangement on the ASX and on the TSX shall have been obtained by Westgold; (j) FIRB Approval shall have been obtained by Westgold; and (k) the distribution of the Share Consideration pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.