Common use of Post-Effective Time Procedures Clause in Contracts

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Shares required to be issued to former Sulliden Shareholders in accordance with the provisions of Section 2.3 hereof, which shares shall be held by the Depositary as agent and nominee for such former Sulliden Shareholders for distribution to such former Sulliden Shareholders in accordance with the provisions of Article 2 hereof. (b) An Eligible Holder whose Class A Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "Section 85 Election") with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio Alto, within 90 days after the Effective Date, duly completed with the details of the number of Class A Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither Sulliden, Rio Alto nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (c) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to On or promptly after the Effective Date, Rio Alto and SpinCo New Gold shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo New Gold Common Shares required to be issued to former Sulliden Former Western Shareholders and Electing Holdco Shareholders (if any) and the requisite cash required to be paid to Former Western Shareholders and Qualifying Holdco Shareholders (if any) in accordance with the provisions of Section 2.3 3.01 hereof, which shares certificates and cash shall be held by the Depositary as agent and nominee for such former Sulliden Former Western Shareholders and Electing Holdco Shareholders (if any) for distribution to such former Sulliden Former Western Shareholders and Electing Holdco Shareholders (if any) in accordance with the provisions of Article 2 5 hereof. (b) Subject to the provisions of Article 5 hereof, Former Western Shareholders (other than Dissenting Shareholders, New Gold and any subsidiary of New Gold) and Electing Holdco Shareholders (if any) shall be entitled to receive delivery of the certificates representing the New Gold Common Shares and a cheque for the cash consideration to which they are entitled pursuant to Section 3.01(b) hereof. (c) An Eligible Holder whose Class A Western Common Shares or shares of a Qualifying Holdco are exchanged exchanged, in either case, for the Share Consideration pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to section Section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoNew Gold, within 90 days after the Effective Date, duly completed with the details of the number of Class A Western Common Shares or the number and type of shares of a Qualifying Holdco, transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto New Gold shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder Holder, for filing with the CRA (or the applicable provincial tax authority). Neither SullidenWestern, Rio Alto New Gold nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto New Gold or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter letter of Transmittal transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto New Gold will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), ) to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo First Majestic shall deliver or arrange to be delivered to the Depositary the Share Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo First Majestic Shares required to be issued to former Sulliden the Silvermex Shareholders in accordance with the provisions of Section 2.3 hereof, which shares certificates shall be held by the Depositary as agent and nominee for such former Sulliden Silvermex Shareholders for distribution to such former Sulliden Silvermex Shareholders in accordance with the provisions of Article 2 4 hereof. (b) Subject to the provisions of Article 4 hereof, and upon return of a properly completed Letter of Transmittal by a registered former Silvermex Shareholder together with certificates, if any, which, immediately prior to the Effective Date, represented Silvermex Shares and such other documents as the Depositary may require, former Silvermex Shareholders shall be entitled to receive delivery of the certificates representing the First Majestic Shares and cheques representing the cash to which they are entitled pursuant to Section 2.3(f). Notwithstanding the foregoing, holders of Silvermex Options and Silvermex Warrants who received Silvermex Shares pursuant to Section 2.3(c) or Section 2.3(d) shall not receive certificates representing such Silvermex Shares and, accordingly, shall not be required to deliver any such certificates pursuant to this Section 2.4(b); (c) An Eligible Holder whose Class A Silvermex Shares are exchanged for the Share Consideration pursuant to the Arrangement shall be entitled to make a joint an income tax election, pursuant to section 85 of the Tax Act ITA (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio Alto, within information in accordance with the procedures set out in the tax instruction letter on or before the date 90 days after the Effective Date, duly completed with the details of the number of Class A Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenSilvermex, Rio Alto First Majestic nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act ITA (or any applicable provincial legislation). In its sole discretion, Rio Alto First Majestic or any successor corporation may choose to sign and return a joint an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends such holder wishes to make receive a Section 85 Electiontax instruction letter, Rio Alto First Majestic will promptly deliver a tax instruction letter (and a to such holder. The tax instruction letter will provide general instructions on how to make the Section 85 Election with First Majestic in order to obtain a full or partial tax deferred rollover for Canadian income tax purposes in respect of the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to sale of the Eligible Holder’s Silvermex Shares to First Majestic.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo Tahoe shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Tahoe Shares required to be issued to former Sulliden Former Rio Alto Shareholders and the requisite cash required to be paid to Former Rio Alto Shareholders, each in accordance with the provisions of Section 2.3 3.1(b) hereof, which shares certificates and cash shall be held by the Depositary as agent and nominee for such former Sulliden Former Rio Alto Shareholders for distribution to such former Sulliden Former Rio Alto Shareholders in accordance with the provisions of Article 2 5 hereof. (b) Subject to the provisions of Article 5 hereof, and upon return of a properly completed Rio Alto Letter of Transmittal by a registered Former Rio Alto Shareholder together with certificates representing Rio Alto Shares and such other documents as the Depositary may require, Former Rio Alto Shareholders shall be entitled to receive delivery of the certificates representing the Tahoe Shares and a cheque representing the net cash payment to which they are entitled pursuant to Section 3.1(b) hereof. (c) An Eligible Holder whose Class A Rio Alto Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to section Section 85 of the Tax Act (and any analogous provision of provincial income tax lawLaw) (a "“Section 85 Election") ”), with respect to the exchange by providing two signed copies of the necessary joint tax election forms information contained in the tax instruction letter to an appointed representativebe provided by Tahoe, as directed by Rio Alto, within 90 days after the Effective Date, duly completed with the details of including the number of Class A Shares Rio Alto shares transferred, the transferred and properties’ cost base, the applicable agreed amounts for the purposes of such joint electionselection and other information necessary to complete the Section 85 Election (the “Section 85 Election Information”), to an appointed representative, as directed by Tahoe, within 60 days after the Effective Date (the “Tax Election Deadline”). Rio Alto Tahoe shall, within 90 60 days after receiving the completed joint election forms from an Eligible HolderTax Election Deadline, and subject to such joint election forms being the Eligible Holder furnishing Section 85 Election Information that is correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax lawLaw), complete, sign and return them deliver the Section 85 Election to the Eligible Holder Former Rio Alto Shareholder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenEach Eligible Holder shall be solely responsible for ensuring the Section 85 Election is completed correctly and filed with the CRA (and any applicable provincial income tax authority) by the filing deadline. Except for the obligation to complete, sign and deliver Section 85 Election forms for which complete and accurate Section 85 Election Information is received on or before the Tax Election Deadline, neither Rio Alto Alto, Tahoe nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or timely submit Section 85 Election Information or file such joint election any Section 85 Election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto Tahoe or any successor corporation may choose to sign and return make a joint election form received by Section 85 Election with an Eligible Holder from whom it more than 90 days following receives Section 85 Election Information after the Effective DateTax Election Deadline, but will have no obligation to do so. (cd) Upon receipt of a Rio Alto Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto Tahoe will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to the Eligible Holder. A tax instruction letter may also be obtained on Tahoe’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ on or around the Effective Date.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and On or immediately prior to the Effective Date, Rio Alto and SpinCo New Gold shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto requisite New Gold Common Shares and SpinCo Shares cash required to be issued to former Sulliden Shareholders and paid in accordance with the provisions of Section 2.3 subsection 3.1(b) hereof, which shares certificates and cash shall be held by the Depositary as agent and nominee for such former Sulliden Former Metallica Shareholders for distribution to such former Sulliden Former Metallica Shareholders in accordance with the provisions of Article 2 VI hereof. (b) In accordance with the provisions of Article VI hereof, Former Metallica Shareholders shall be entitled to receive delivery of the certificates representing New Gold Common Shares and the cash consideration to which they are entitled pursuant to subsection 3.1(b) hereof. (c) An Eligible Holder whose Class A Metallica Common Shares are exchanged for the Share Consideration pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoNew Gold, within 90 days after the Effective Date, duly completed with the details of the number of Class A Metallica Common Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto New Gold shall, within 90 days after receiving the completed joint election forms from an Eligible Holderforms, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA Canada Revenue Agency (or the applicable provincial tax authority). Neither SullidenMetallica, Rio Alto New Gold nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto New Gold or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter letter of Transmittal transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto New Gold will promptly deliver or caused to be delivered a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant federal tax election forms (including and the Quebec tax election forms, if applicable), ) to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to On or promptly after the Effective Date, Rio Alto and SpinCo New Gold shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo New Gold Common Shares required to be issued to former Sulliden Former Peak Shareholders and the requisite cash required to be paid to Former Peak Shareholders in accordance with the provisions of Section 2.3 3.01 hereof, which shares certificates and cash shall be held by the Depositary as agent and nominee for such former Sulliden Former Peak Shareholders for distribution to such former Sulliden Former Peak Shareholders in accordance with the provisions of Article 2 5 hereof. (b) Subject to the provisions of Article 5 hereof, Former Peak Shareholders shall be entitled to receive delivery of the certificates representing the New Gold Common Shares and a cheque for the cash consideration to which they are entitled pursuant to Section 3.01(b) hereof. (c) An Eligible Holder whose Class A Peak Common Shares are exchanged for the Peak Share Consideration pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to section Section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoNew Gold, within 90 days after the Effective Date, duly completed with the details of the number of Class A Peak Common Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto New Gold shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenPeak, Rio Alto New Gold nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto New Gold or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter letter of Transmittal transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto New Gold will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), ) to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo Timmins shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Timmins Shares required to be issued to former Sulliden Former Newstrike Shareholders in accordance with the provisions of Section 2.3 3.1(a) hereof, which shares certificates shall be held by the Depositary as agent and nominee for such former Sulliden Former Newstrike Shareholders for distribution to such former Sulliden Former Newstrike Shareholders in accordance with the provisions of Article 2 5 hereof. (b) Subject to the provisions of Article 5 hereof, and upon return of a properly completed Letter of Transmittal by a registered Former Newstrike Shareholder together with certificates, if any, which, immediately prior to the Effective Time represented Newstrike Shares and such other documents as the Depositary may require, Former Newstrike Shareholders shall be entitled to receive delivery of the certificates representing the Timmins Shares and cheques representing the cash to which they are entitled pursuant to Section 3.1(a) hereof. (c) An Eligible Holder whose Class A Newstrike Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint an income tax election, election pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio Alto, within 90 information in accordance with the procedures set out in the tax instruction letter on or before the date that is ninety (90) days after the Effective Date, duly completed with the details of the number of Class A Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenNewstrike, Rio Alto Timmins nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 ninety (90) days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto Timmins or any successor corporation may choose to sign and return a joint an election form received by it more than 90 ninety (90) days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends such holder wishes to make receive a Section 85 Electiontax instruction letter, Rio Alto Timmins will promptly deliver a tax instruction letter (and a to such holder. The tax instruction letter will provide general instructions on how to make the Section 85 Election with Timmins in order to obtain a full or partial tax deferred rollover for Canadian income tax purposes in respect of the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to sale of the Eligible Holder’s Newstrike Shares to Timmins.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo HudBay shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo HudBay Shares required to be issued to former Sulliden Former Skye Shareholders and the requisite cash required to be paid to Former Skye Shareholders in accordance with the provisions of Section 2.3 3.01 hereof, which shares certificates and cash shall be held by the Depositary as agent and nominee for such former Sulliden Former Skye Shareholders for distribution to such former Sulliden Former Skye Shareholders in accordance with the provisions of Article 2 5 hereof. (b) Subject to the provisions of Article 5 hereof, and upon return of a properly completed letter of transmittal by a registered Former Skye Shareholder together with certificates representing Skye Shares and such other documents as the Depositary may require, acting reasonably, Former Skye Shareholders shall be entitled to receive delivery of the certificates representing the HudBay Shares and a cheque for the cash consideration to which they are entitled pursuant to Section 3.01(c) hereof. (c) An Eligible Holder whose Class A Skye Shares are exchanged for the Consideration HudBay Shares and cash pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to section Section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoHudBay, within 90 days after the Effective Date, duly completed with the details of the number of Class A Skye Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto HudBay shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenSkye, Rio Alto HudBay nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto HudBay or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter letter of Transmittal transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto HudBay will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), ) to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to After the Effective Date, Rio Alto certificates formerly representing Tenke Shares which are held by a Former Tenke Shareholder will, except for Tenke Shares held by Dissenting Shareholders, represent only the right to receive certificates representing ▇▇▇▇▇▇ Shares and SpinCo Newco Shares, all in accordance with the terms of this Plan of Arrangement. (b) On or promptly after the Effective Date, ▇▇▇▇▇▇ shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo ▇▇▇▇▇▇ Shares required to be issued to former Sulliden Former Tenke Shareholders in accordance with the provisions of Section 2.3 3.1 hereof, which shares certificates shall be held by the Depositary as agent and nominee for such former Sulliden Former Tenke Shareholders for distribution to such former Sulliden Former Tenke Shareholders in accordance with the provisions of Article 2 III hereof. (bc) An On or promptly after the Effective Date, Newco shall deliver or arrange to be delivered to the Depositary certificates representing the Newco Shares required to be issued to Former Tenke Shareholders in accordance with the provisions of Section 3.1 hereof, which certificates shall be held by the Depositary as agent and nominee for such Tenke shareholders for distribution to such Former Tenke Shareholders in accordance with the provisions of Article III hereof. (d) A Former Tenke Shareholder who is an Eligible Holder whose and who has transferred a Class A Shares are exchanged for the Consideration Share to ▇▇▇▇▇▇ pursuant to the Arrangement shall be entitled to make a joint an income tax election, pursuant to section 85 of the Tax Act (and any analogous provision provisions of provincial income tax law) (a "Section 85 Election") with respect to the exchange such transfer by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoTenke or ▇▇▇▇▇▇, within 90 days after following the Effective Date, duly completed with the details of the number of Class A Shares shares transferred and the applicable agreed amounts for the purposes of such joint electionselection. Rio Alto shallThereafter, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance complying with requirements imposed under the Tax Act (or applicable provincial income tax law), sign such forms shall be signed and return them returned to such Former Tenke Shareholder within 90 days after the Eligible Holder receipt thereof by ▇▇▇▇▇▇ or any successor corporation for filing with the CRA Canada Revenue Agency (or the applicable provincial tax authority). Neither Sulliden, Rio Alto nor ▇▇▇▇▇▇ or any successor corporation shall not be responsible for the proper completion of any joint election form norand, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, ▇▇▇▇▇▇ or any successor will not be responsible for any taxes, interest or penalties resulting from the failure of an Eligible Holder a Former Tenke Shareholder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto ▇▇▇▇▇▇ or any successor corporation may choose to sign and return a joint an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (c) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo Kinross shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Kinross Shares and SpinCo Shares Warrants required to be issued to former Sulliden Former Red Back Shareholders in accordance with the provisions of Section 2.3 3.1(c) hereof, which shares certificates shall be held by the Depositary as agent and nominee for such former Sulliden Former Red Back Shareholders for distribution to such former Sulliden Former Red Back Shareholders in accordance with the provisions of Article 2 5 hereof. (b) Subject to the provisions of Article 5 hereof, and upon return of a properly completed Letter of Transmittal by a registered Former Red Back Shareholder together with certificates representing Red Back Shares and such other documents as the Depositary may require, Former Red Back Shareholders shall be entitled to receive delivery of the certificates representing the Kinross Shares to which they are entitled pursuant to Section 3.1(c) hereof. (c) An Eligible Holder whose Class A Red Back Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint an income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "‘‘Section 85 Election"’’) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio Alto, within information in accordance with the procedures set out in the tax instruction letter on or before 90 days after the Effective Date, duly completed with the details of the number of Class A Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenRed Back, Rio Alto Kinross nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto Kinross or any successor corporation may choose to sign and return a joint an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends such holder wishes to make receive a Section 85 Electiontax instruction letter, Rio Alto Kinross will promptly deliver a tax instruction letter (and a to such holder. The tax instruction letter will provide general instructions on how to make the Section 85 Election with Kinross in order to obtain a full or partial tax-deferred rollover for Canadian income tax purposes in respect of the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to sale of the Eligible Holder’s Red Back Shares to Kinross.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo Primero shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Primero Shares required to be issued to former Sulliden Brigus Shareholders in accordance with the provisions of Section 2.3 hereof, which shares shall be held by the Depositary as agent and nominee for such former Sulliden Brigus Shareholders for distribution to such former Sulliden Brigus Shareholders in accordance with the provisions of Article 2 hereof. (b) An Eligible Holder whose Class A Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoPrimero, within 90 days after the Effective Date, duly completed with the details of the number of Class A Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto Primero shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenBrigus, Rio Alto Primero nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto Primero or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (c) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto Primero will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Shares required to be issued to former Sulliden Shareholders in accordance with the provisions of Section 2.3 hereof, which shares shall be held by the Depositary as agent and nominee for such former Sulliden Shareholders for distribution to such former Sulliden Shareholders in accordance with the provisions of Article 2 hereof. (b) An Eligible Holder whose Class A Common Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint income tax electionelection with the Purchaser, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio Altothe Purchaser, within 90 days after the Effective Date, duly completed with the details of the number of Class A Common Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto The agreed amount under such joint elections shall be determined by each Company Shareholder in his or her sole discretion, provided such amounts are within the limits set out in the Tax Act. The Purchaser shall, within 90 75 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA Canada Revenue Agency (or the applicable provincial tax authority). Neither Sulliden, Rio Alto the Purchaser nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto the Purchaser or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (c) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo First Majestic shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto First Majestic Shares and SpinCo shall deliver or arrange to be delivered to the Depositary the SpinCo Shares required to be issued to the former Sulliden Shareholders SilverCrest Shareholders, in either case in accordance with the provisions of Section 2.3 hereof, which shares certificates shall be held by the Depositary as agent and nominee for such the former Sulliden SilverCrest Shareholders for distribution to such the former Sulliden SilverCrest Shareholders in accordance with the provisions of Article 2 4 hereof. (b) Subject to the provisions of Article 4 hereof, and upon return of a properly completed Letter of Transmittal by a registered former SilverCrest Shareholder together with certificates, if any, which, immediately prior to the Effective Date, represented SilverCrest Shares and such other documents as the Depositary may require, former SilverCrest Shareholders shall be entitled to receive delivery of the certificates representing the First Majestic Shares, the SpinCo Shares and cheques representing the cash to which they are entitled pursuant to Section 2.3(i). (c) An Eligible Holder whose Class A SilverCrest Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint an income tax election, pursuant to section 85 of the Tax Act ITA (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio Alto, within information in accordance with the procedures set out in the tax instruction letter on or before the date 90 days after the Effective Date, duly completed with the details of the number of Class A Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenSilverCrest, Rio Alto First Majestic nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act ITA (or any applicable provincial legislation). In its sole discretion, Rio Alto First Majestic or any successor corporation may choose to sign and return a joint an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends such holder wishes to make receive a Section 85 Electiontax instruction letter, Rio Alto First Majestic will promptly deliver a tax instruction letter (and a to such holder. The tax instruction letter will provide general instructions on how to make the Section 85 Election with First Majestic in order to obtain a full or partial tax deferred rollover for Canadian income tax purposes in respect of the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to sale of the Eligible Holder’s SilverCrest Shares to First Majestic.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to On or promptly after the Effective Date, Rio Alto and SpinCo shall Yamana shall: (i) deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Yamana Common Shares required to be issued to former Sulliden Former Northern Orion Shareholders and the requisite cash required to be paid to Former Northern Orion Shareholders in accordance with the provisions of Section 2.3 3.1 hereof, which shares certificates and cash shall be held by the Depositary as agent and nominee for such former Sulliden Former Northern Orion Shareholders for distribution to such former Sulliden Former Northern Orion Shareholders in accordance with the provisions of Article 2 6 hereof; and (ii) cause the Depositary to send to each registered Former Northern Orion Shareholder a letter of transmittal containing instructions for the deposit of certificates for Northern Orion Shares with the Depositary at its principal office in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. (b) Subject to the provisions of Article 6 hereof and upon return of a properly completed letter of transmittal by a registered Former Northern Orion Shareholder, together with certificates representing Northern Orion Shares and such other documents as the Depositary may require, Former Northern Orion Shareholders shall be entitled to receive delivery of the certificates representing the Yamana Common Shares and a cheque for the cash consideration to which they are entitled pursuant to subsection 3.1(a) hereof. (c) An Eligible Holder whose Class A Northern Orion Common Shares are exchanged for the Consideration Yamana Common Shares and cash pursuant to the Arrangement shall be entitled to make a joint an income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "Section 85 Election") with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoYamana, within 90 days after the Effective Date, duly completed with the details of the number of Class A Northern Orion Common Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto Yamana shall, within 90 days after receiving the completed joint election forms from an Eligible Holderforms, and subject to such joint election forms being correct and complete and in compliance complying with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder Former Northern Orion Shareholder for filing with the CRA Canada Revenue Agency (or the applicable provincial tax authority). Neither SullidenNorthern Orion, Rio Alto Yamana nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto Yamana or any successor corporation may choose to sign and return a joint an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter letter of Transmittal transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto Yamana will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), ) to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo First Majestic shall deliver or arrange to be delivered to the Depositary the Share Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo First Majestic Shares required to be issued to former Sulliden the Orko Shareholders in accordance with the provisions of Section 2.3 hereof, which shares certificates shall be held by the Depositary as agent and nominee for such former Sulliden Orko Shareholders for distribution to such former Sulliden Orko Shareholders in accordance with the provisions of Article 2 4 hereof. (b) Subject to the provisions of Article 4 hereof, and upon return of a properly completed Letter of Transmittal by a registered former Orko Shareholder together with certificates, if any, which, immediately prior to the Effective Date, represented Orko Shares and such other documents as the Depositary may require, former Orko Shareholders shall be entitled to receive delivery of the certificates representing the First Majestic Shares and cheques representing the cash to which they are entitled pursuant to Section 2.3(d). (c) An Eligible Holder whose Class A Orko Shares are exchanged for the Share Consideration pursuant to the Arrangement shall be entitled to make a joint an income tax election, pursuant to section 85 of the Tax Act ITA (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio Alto, within information in accordance with the procedures set out in the tax instruction letter on or before the date 90 days after the Effective Date, duly completed with the details of the number of Class A Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenOrko, Rio Alto First Majestic nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act ITA (or any applicable provincial legislation). In its sole discretion, Rio Alto First Majestic or any successor corporation may choose to sign and return a joint an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends such holder wishes to make receive a Section 85 Electiontax instruction letter, Rio Alto First Majestic will promptly deliver a tax instruction letter (and a to such holder. The tax instruction letter will provide general instructions on how to make the Section 85 Election with First Majestic in order to obtain a full or partial tax deferred rollover for Canadian income tax purposes in respect of the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to sale of the Eligible Holder’s Orko Shares to First Majestic.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to On or promptly after the Effective Date, Rio Alto and SpinCo Goldcorp shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Goldcorp Common Shares required to be issued to former Sulliden Former Glamis Shareholders and the requisite cash required to be paid to Former Glamis Shareholders in accordance with the provisions of Section 2.3 section 3.01 hereof, which shares certificates and cash shall be held by the Depositary as agent and nominee for such former Sulliden Former Glamis Shareholders for distribution to such former Sulliden Former Glamis Shareholders in accordance with the provisions of Article 2 5 hereof. (b) Subject to the provisions of Article 5 hereof, Former Glamis Shareholders shall be entitled to receive delivery of the certificates representing the Goldcorp Common Shares and a cheque for the cash consideration to which they are entitled pursuant to subsection 3.01(a) hereof. (c) An Eligible Holder whose Class A Glamis Common Shares are exchanged for the Consideration Goldcorp Common Shares and cash pursuant to the Arrangement shall be entitled to make a joint an income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoGoldcorp, within 90 days after the Effective Date, duly completed with the details of the number of Class A Glamis Common Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto Goldcorp shall, within 90 days after receiving the completed joint election forms from an Eligible Holderforms, and subject to such joint election forms being correct and complete and in compliance complying with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder Former Glamis Shareholder for filing with the CRA Canada Revenue Agency (or the applicable provincial tax authority). Neither SullidenGlamis, Rio Alto Goldcorp nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto Goldcorp or any successor corporation may choose to sign and return a joint an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter letter of Transmittal transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto Goldcorp will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), ) to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Shares required to be issued to former Sulliden Shareholders in accordance with the provisions of Section 2.3 hereof, which shares shall be held by the Depositary as agent and nominee for such former Sulliden Shareholders for distribution to such former Sulliden Shareholders in accordance with the provisions of Article 2 hereof. (b) An Eligible Holder whose Class A Company Common Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint income tax electionelection with the Purchaser, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio Altothe Purchaser, within 90 days after the Effective Date, duly completed with the details of the number of Class A Common Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto The agreed amount under such joint elections shall be determined by each Company Shareholder in his or her sole discretion, provided such amounts are within the limits set out in the Tax Act. The Purchaser shall, within 90 45 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA Canada Revenue Agency (or the applicable provincial tax authority). Neither Sulliden, Rio Alto the Purchaser nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto the Purchaser or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (c) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to On or promptly after the Effective Date, Rio Alto and SpinCo shall Yamana shall: (i) deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Yamana Common Shares required to be issued to former Sulliden Former Northern Orion Shareholders and the requisite cash required to be paid to Former Northern Orion Shareholders in accordance with the provisions of Section 2.3 3.1 hereof, which shares certificates and cash shall be held by the Depositary as agent and nominee for such former Sulliden Former Northern Orion Shareholders for distribution to such former Sulliden Former Northern Orion Shareholders in accordance with the provisions of Article 2 6 hereof; and (ii) cause the Depositary to send to each registered Former Northern Orion Shareholder a letter of transmittal containing instructions for the deposit of certificates for Northern Orion Shares with the Depositary at its principal office in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. (b) Subject to the provisions of Article 6 hereof and upon return of a properly completed letter of transmittal by a registered Former Northern Orion Shareholder, together with certificates representing Northern Orion Shares and such other documents as the Depositary may require, Former Northern Orion Shareholders shall be entitled to receive delivery of the certificates representing the Yamana Common Shares and a cheque for the cash consideration to which they are entitled pursuant to subsection 3.1(a) hereof. (c) An Eligible Holder whose Class A Northern Orion Common Shares are exchanged for the Consideration Yamana Common Shares and cash pursuant to the Arrangement shall be entitled to make a joint an income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoYamana, within 90 days after the Effective Date, duly completed with the details of the number of Class A Northern Orion Common Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto Yamana shall, within 90 days after receiving the completed joint election forms from an Eligible Holderforms, and subject to such joint election forms being correct and complete and in compliance complying with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder Former Northern Orion Shareholder for filing with the CRA Canada Revenue Agency (or the applicable provincial tax authority). Neither SullidenNorthern Orion, Rio Alto Yamana nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto Yamana or any successor corporation may choose to sign and return a joint an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter letter of Transmittal transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto Yamana will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), ) to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior Subject to the Effective Date, Rio Alto and SpinCo shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Shares required to be issued to former Sulliden Shareholders in accordance with the provisions of Section 2.3 hereof, which shares shall be held by the Depositary as agent and nominee for such former Sulliden Shareholders for distribution to such former Sulliden Shareholders in accordance with the provisions of Article 2 5 hereof, and upon return of a properly completed Fission Share Letter of Transmittal by a registered Former Fission Shareholder together with certificates representing Fission Shares and such other documents as the Depositary may require, Former Fission Shareholders shall be entitled to receive delivery of the certificates representing the ▇▇▇▇▇▇▇ Shares and a cheque representing the net cash payment to which they are entitled pursuant to Section 3.1(a) hereof. (b) An Eligible Holder Shareholder whose Class A Fission Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to section Section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of exchange. Eligible Shareholders will be able to submit the necessary joint election forms information electronically and a secure special purpose website will be made available to an appointed representative, as directed the Eligible Shareholders to assist with this process. The information to be provided by Rio Alto, within 90 days after the Effective Date, duly completed with the details of Eligible Shareholder will include the number of Class A Shares shares transferred, the transferred and properties’ cost base, the applicable agreed amounts for the purposes of such joint electionselection and other information necessary to complete the Section 85 Election. Rio Alto ▇▇▇▇▇▇▇ shall, within 90 days after receiving the completed joint election forms from an Eligible Holderelectronic submission, and subject to such joint election forms submission being correct and complete and in compliance complying with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them a copy of a completed Section 85 Election to the Eligible Holder Shareholder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenFission, Rio Alto ▇▇▇▇▇▇▇ nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder Shareholder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto ▇▇▇▇▇▇▇ or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (c) Upon receipt of a Fission Share Letter of Transmittal in which an Eligible Holder Shareholder has indicated that the Eligible Holder Shareholder intends to make a Section 85 Election, Rio Alto ▇▇▇▇▇▇▇ will promptly deliver make available through a special purpose website, a tax instruction letter (and a tax instruction letter for the equivalent Quebec electionprovincial elections, if applicable), together with the relevant tax election forms (including the Quebec provincial tax election forms, if applicable), ) to the Eligible HolderShareholder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo HudBay shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo HudBay Shares required to be issued to former Sulliden Former Skye Shareholders and the requisite cash required to be paid to Former Skye Shareholders in accordance with the provisions of Section 2.3 3.01 hereof, which shares certificates and cash shall be held by the Depositary as agent and nominee for such former Sulliden Former Skye Shareholders for distribution to such former Sulliden Former Skye Shareholders in accordance with the provisions of Article 2 5 hereof. (b) Subject to the provisions of Article 5 hereof, and upon return of a properly completed letter of transmittal by a registered Former Skye Shareholder together with certificates representing Skye Shares and such other documents as the Depositary may require, Former Skye Shareholders shall be entitled to receive delivery of the certificates representing the HudBay Shares and a cheque for the cash consideration to which they are entitled pursuant to Section 3.01(b) hereof. (c) An Eligible Holder whose Class A Skye Shares are exchanged for the Consideration HudBay Shares and cash pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to section Section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoHudBay, within 90 days after the Effective Date, duly completed with the details of the number of Class A Skye Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto HudBay shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenSkye, Rio Alto HudBay nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto HudBay or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter letter of Transmittal transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto HudBay will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), ) to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and On or immediately prior to the Effective Date, Rio Alto and SpinCo Kinross shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto requisite Kinross Common Shares and SpinCo Shares cash required to be issued to former Sulliden Shareholders and paid in accordance with the provisions of Section 2.3 subsection 3.1(b) hereof, which shares certificates and cash shall be held by the Depositary as agent and nominee for such former Sulliden Former Bema Shareholders for distribution to such former Sulliden Former Bema Shareholders in accordance with the provisions of Article 2 VI hereof. (b) In accordance with the provisions of Article VI hereof, Former Bema Shareholders shall be entitled to receive delivery of the certificates representing Kinross Common Shares and the cash consideration to which they are entitled pursuant to subsection 3.1(b) hereof. (c) An Eligible Holder whose Class A Bema Common Shares are exchanged for the Consideration Kinross Common Shares and cash pursuant to the Arrangement shall be entitled to make a joint an income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio AltoKinross, within 90 days after the Effective Date, duly completed with the details of the number of Class A Bema Common Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto Kinross shall, within 90 days after receiving the completed joint election forms from an Eligible Holderforms, and subject to such joint election forms being correct and complete and in compliance complying with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder Former Bema Shareholder for filing with the CRA Canada Revenue Agency (or the applicable provincial tax authority). Neither SullidenBema, Rio Alto Kinross nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto Kinross or any successor corporation may choose to sign and return a joint an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter letter of Transmittal transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Rio Alto Kinross will promptly deliver or caused to be delivered a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant federal tax election forms (including and the Quebec tax election forms, if applicable), ) to the Eligible Holder.

Post-Effective Time Procedures. (a) Following the receipt of the Final Order and prior to the Effective Date, Rio Alto and SpinCo Eldorado shall deliver or arrange to be delivered to the Depositary the Consideration, including certificates (or electronic deposit) representing the Rio Alto Shares and SpinCo Eldorado Shares required to be issued to former Sulliden Former European Goldfields Shareholders in accordance with the provisions of Section 2.3 Subsection 3.1(c) and (d) hereof, which shares certificates shall be held by the Depositary as agent and nominee for such former Sulliden Former European Goldfields Shareholders for distribution to such former Sulliden Former European Goldfields Shareholders in accordance with the provisions of Article 2 5 hereof. (b) Subject to the provisions of Article 5 hereof, and upon return of a properly completed Letter of Transmittal by a registered Former European Goldfields Shareholder together with certificates representing European Goldfields Shares and such other documents as the Depositary may require, Former European Goldfields Shareholders shall be entitled to receive delivery of the certificates representing the Eldorado Shares and cheques representing the cash to which they are entitled pursuant to Subsection 3.1(c) and (d) hereof. (c) An Eligible Holder whose Class A European Goldfields Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint an income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a "“Section 85 Election"”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Rio Alto, within information in accordance with the procedures set out in the tax instruction letter on or before 90 days after the Effective Date, duly completed with the details of the number of Class A Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Rio Alto shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither SullidenEuropean Goldfields, Rio Alto Eldorado nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Rio Alto Eldorado or any successor corporation may choose to sign and return a joint an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so. (cd) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends such holder wishes to make receive a Section 85 Electiontax instruction letter, Rio Alto Eldorado will promptly deliver a tax instruction letter (and a to such holder. The tax instruction letter will provide general instructions on how to make the Section 85 Election with Eldorado in order to obtain a full or partial tax-deferred rollover for Canadian income tax purposes in respect of the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable), to sale of the Eligible Holder’s European Goldfields Shares to Eldorado.