Common use of Subscription Receipts Clause in Contracts

Subscription Receipts. The Subscription Receipts will be duly and validly created pursuant to the Subscription Receipt Agreement (as defined herein). Each Subscription Receipt will entitle the holder thereof to receive upon satisfaction of the Escrow Release Conditions (as defined herein) and without payment of additional consideration or further action, one unit of the Corporation (a “Unit”). Each Unit will consist of one common share in the capital of the Corporation (an “Underlying Share”) and one-half of one common share purchase warrant (each whole such warrant, an “Underlying Warrant”). Each Underlying Warrant will entitle the holder thereof to acquire one common share in the capital of the Corporation (a “Warrant Share”) at a price of $0.50 per Warrant Share until the Expiry Date (as defined herein), subject to adjustment as more particularly described in the Warrant Indenture (as defined herein). The gross proceeds from the Offering less: (i) the Agents’ Expenses (as defined herein); (ii) 50% of the SR Commission (as defined herein); (iii) the SW Commission (as defined herein); and (iv) the SW Subscription Price (as defined herein), (collectively, the “Escrowed Funds”), will be deposited at the Closing Time (as defined herein) in escrow with the Subscription Receipt Agent (as defined herein), and held in an interest bearing account pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the Subscription Receipt Agreement. Provided that the Escrow Release Conditions are satisfied or waived (to the extent such waiver is permitted) prior to 5:00 p.m. (Toronto time) on the date that is 120 days following the Closing Date (the “Escrow Release Deadline”), the Subscription Receipt Agent will release the Escrowed Funds to the Corporation (less 50% of the SR Commission and the pro rata portion of interest earned thereon, the Additional Agents’ Expenses (as defined herein) and the Corporate Finance Fee, which amounts shall be released to the Agents), and each Subscription Receipt will entitle the holder thereof to be issued one Unit without payment of additional consideration and without any further action by the holder thereof. If: (i) the Escrow Release Conditions are not satisfied prior to the Escrow Release Deadline; or (ii) prior to the Escrow Release Deadline the Corporation advises the Lead Agent or announces to the public that it does not intend to satisfy any of the Escrow Release Conditions (each such event being a “Termination Event”), the Subscription Receipt Agent will return to each holder of Subscription Receipts, as soon as practicable following the Termination Event, an amount equal to (A) the Aggregate Subscription Price (as defined herein) of the Subscription Receipts held by such holder, and (B) their pro rata portion of interest earned on the Escrowed Funds (less applicable withholding tax, if any) and the Subscription Receipts will be cancelled without any further action on the part of the holders. The Corporation shall be responsible and liable to the holders of Subscription Receipts for any shortfall between the Aggregate Subscription Price of the Subscription Receipts paid by the original holders of the Subscription Receipts and the Escrowed Funds. The description of the Subscription Receipts herein is a summary only and is subject to the specific attributes and detailed provisions of the Subscription Receipts set forth in the Subscription Receipt Agreement. In the case of any inconsistency between the description of the Subscription Receipts in this Agreement and their terms and conditions as set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement will govern. The Subscription Receipts are being issued in connection with the Corporation’s proposed going public transaction by way of filing and clearing the Final Prospectus (as defined herein) with the Securities Commissions (as defined herein) in connection with the listing of the Common Shares on the Stock Exchange (as defined herein) (the “IPO”). The Agents understand that the Corporation shall prepare and will file, within the time limits and on the terms set out below, the Preliminary Prospectus (as defined herein) and the Final Prospectus, and all other necessary documents in order to qualify the Underlying Shares, the Underlying Warrants, and the Compensation Shares underlying the Compensation Warrants for distribution to the public in each of the Qualifying Jurisdictions (as defined herein).

Subscription Receipts. Notwithstanding that pursuant to the Arrangement each other Lexam VG Gold Shareholder will be entitled to receive the Arrangement Consideration in exchange for such Lexam VG Gold Shareholder's Lexam VG Gold Shares, if the ▇▇▇▇▇▇ Mining Shareholder Approval has not been obtained prior to the Effective Time, no ▇▇▇▇▇▇ Mining Shares shall be issued in respect of any Lexam VG Gold Shares beneficially held, directly or indirectly, or controlled or directed as of the date hereof, by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Controlled Lexam VG Gold Shares") to the extent that such issuance would result in an issuance, in aggregate, of greater than one per cent (1%) of the number of issued and outstanding ▇▇▇▇▇▇ Mining Shares determined immediately prior to the Effective Time, as Arrangement Consideration for such Controlled Lexam VG Gold Shares. The portion of the Controlled Lexam VG Gold Shares that will result in aggregate Arrangement Consideration up to one percent (1%) of the number of issued and outstanding ▇▇▇▇▇▇ Mining Shares determined immediately prior to the Effective Time is herein referred to as the "Base Controlled Lexam VG Gold Shares" and the balance of the Controlled Lexam VG Gold Shares is herein referred to as the "Excess Controlled Lexam VG Gold Shares". In accordance with the terms of the Plan of Arrangement at the Effective Time, (i) each Base Controlled Lexam VG Gold Share shall be exchanged for the Arrangement Consideration, and (ii) each Excess Controlled Lexam VG Gold Share shall be exchanged for such fraction of one Subscription Receipt equal to one (1) multiplied by the Arrangement Consideration Factor. For greater certainty, if the ▇▇▇▇▇▇ Mining Shareholder Approval is obtained prior to the Effective Time in accordance with the Plan of Arrangement, then each Controlled Lexam VG Gold Share shall be exchanged for the Arrangement Consideration at the Effective Time and no Subscription Receipts will be duly created and validly created pursuant issued. Notwithstanding the foregoing provisions of this Section 2.09, if the ▇▇▇▇▇▇ Mining Meeting occurs prior to the Subscription Receipt Agreement (as defined herein). Each Subscription Receipt will entitle Effective Time and the holder thereof to receive upon satisfaction ▇▇▇▇▇▇ Mining Shareholder Approval is not obtained at such meeting, then ▇▇▇▇▇▇ Mining shall not issue Arrangement Consideration in respect of the Escrow Release Conditions (as defined herein) and without payment of additional consideration or further action, one unit of the Corporation (a “Unit”). Each Unit will consist of one common share in the capital of the Corporation (an “Underlying Share”) and one-half of one common share purchase warrant (each whole such warrant, an “Underlying Warrant”). Each Underlying Warrant will entitle the holder thereof to acquire one common share in the capital of the Corporation (a “Warrant Share”) at a price of $0.50 per Warrant Share until the Expiry Date (as defined herein), subject to adjustment as more particularly described in the Warrant Indenture (as defined herein). The gross proceeds from the Offering less: (i) the Agents’ Expenses (as defined herein); (ii) 50% of the SR Commission (as defined herein); (iii) the SW Commission (as defined herein); and (iv) the SW Subscription Price (as defined herein), (collectively, the “Escrowed Funds”), will be deposited Excess Controlled Lexam VG Gold Shares but shall instead at the Closing Effective Time (as defined herein) in escrow with the Subscription Receipt Agent (as defined herein), and held in an interest bearing account pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions Plan of the Subscription Receipt Agreement. Provided that the Escrow Release Conditions are satisfied or waived (Arrangement pay to the extent such waiver is permitted) prior to 5:00 p.m. (Toronto time) on the date that is 120 days following the Closing Date (the “Escrow Release Deadline”), the Subscription Receipt Agent will release the Escrowed Funds to the Corporation (less 50% of the SR Commission and the pro rata portion of interest earned thereon, the Additional Agents’ Expenses (as defined herein) and the Corporate Finance Fee, which amounts shall be released to the Agents), and each Subscription Receipt will entitle the holder thereof an amount in cash for each Excess Controlled Lexam VG Gold Share equal to be issued one Unit without payment of additional consideration and without any further action the Arrangement Consideration Factor multiplied by the holder thereof. If: (i) closing price of ▇▇▇▇▇▇ Mining Shares on the Escrow Release Conditions are not satisfied NYSE on the last trading day prior to the Escrow Release Deadline; or (ii) prior to the Escrow Release Deadline the Corporation advises the Lead Agent or announces to the public that it does not intend to satisfy any of the Escrow Release Conditions (each such event being a “Termination Event”), the Subscription Receipt Agent will return to each holder of Subscription Receipts, as soon as practicable following the Termination Event, an amount equal to (A) the Aggregate Subscription Price (as defined herein) of the Subscription Receipts held by such holder, and (B) their pro rata portion of interest earned on the Escrowed Funds (less applicable withholding tax, if any) and the Subscription Receipts will be cancelled without any further action on the part of the holders. The Corporation shall be responsible and liable to the holders of Subscription Receipts for any shortfall between the Aggregate Subscription Price of the Subscription Receipts paid by the original holders of the Subscription Receipts and the Escrowed Funds. The description of the Subscription Receipts herein is a summary only and is subject to the specific attributes and detailed provisions of the Subscription Receipts set forth in the Subscription Receipt Agreement. In the case of any inconsistency between the description of the Subscription Receipts in this Agreement and their terms and conditions as set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement will govern. The Subscription Receipts are being issued in connection with the Corporation’s proposed going public transaction by way of filing and clearing the Final Prospectus (as defined herein) with the Securities Commissions (as defined herein) in connection with the listing of the Common Shares on the Stock Exchange (as defined herein) (the “IPO”). The Agents understand that the Corporation shall prepare and will file, within the time limits and on the terms set out below, the Preliminary Prospectus (as defined herein) and the Final Prospectus, and all other necessary documents in order to qualify the Underlying Shares, the Underlying Warrants, and the Compensation Shares underlying the Compensation Warrants for distribution to the public in each of the Qualifying Jurisdictions (as defined herein)Effective Time.