Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The obligations of each party hereto to complete the transactions contemplated by this Agreement and to file articles of arrangement to give the effect to the Arrangement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent: (a) the Arrangement, with or without amendment, shall have been approved at each of the CSA Meeting and the Goldcorp Meeting in accordance with the Interim Order; (b) each of the Interim Order and the Final Order shall have been obtained in form and on terms with satisfactory to each of CSA and Goldcorp; (c) the Final Order, together with articles of arrangement, shall have been accepted by the Director for filing; (d) the TSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (e) the NYSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement shall have been obtained; (g) there shall not be in force any order or decree restraining or enjoining the implementation of the transactions contemplated by this Agreement involving such party and there shall be no proceeding, of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161 (i) all covenants of the other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date shall have been duly performed in all material respects; (j) all representations and warranties of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular; and (m) this Agreement shall not have been terminated pursuant to Section 6.2.

Mutual Conditions Precedent. The respective obligations of each party the parties hereto to complete consummate the transactions contemplated by this Agreement and to file articles of arrangement to give the effect to the Arrangement shall be herein are subject to the satisfaction, on or before the Effective Date, of the following conditions precedentany of which may be waived by the mutual consent of such parties without prejudice to their rights to rely on any other or others of such conditions: (a) the Arrangementevidence that Moshi and Moshing have obtained all consents, with approvals and authorizations (including, without limitation, all stock exchange, securities commission and other regulatory approvals) required or without amendment, shall have been approved at each of the CSA Meeting and the Goldcorp Meeting necessary in accordance connection with the Interim Ordertransactions contemplated herein on terms and conditions reasonably satisfactory to Moshi and Moshing; (b) each of the Interim Order and the Final Order a special resolution shall have been obtained passed by the Moshi Shareholders duly approving the Continuance and the Amalgamation in form and on terms with substance satisfactory to Moshi and Moshing, each of CSA and Goldcorpacting reasonably; (c) the Final Order, together with articles of arrangement, a special resolution shall have been accepted passed by the Director for filingMoshing Shareholders approving the Amalgamation, in form and substance satisfactory to Moshi and Moshing, each acting reasonably; (d) the TSE Amalgamation shall have been approved or conditionally approved by the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders board of CSA Shares directors of Moshi and Goldcorp Shares pursuant Moshing, respectively, immediately prior to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp WarrantsEffective Date; (e) the NYSE Moshi shall have approved transferred all the rights, interests, claims and options held by Moshi in the assets of Moshi which are set out in Schedules D and E attached hereto to a subsidiary, affiliated company, or conditionally approved other assignee or nominee company, or any combination thereof, in addition to taking all necessary steps permitted by law and any and all necessary corporate actions to spin off any other existing assets held by Moshi prior to amalgamation, as deemed necessary and advisable in the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise sole discretion of the New Goldcorp Warrantsboard of directors of Moshi; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement Agreement dated October 20, 2014 among True Zone Resources Inc., ("True Zone"), and Patch Industries Ltd. (“Patch”), Frond Resources Ltd. (“Frond”), Oak Cliff Resources Ltd. (“Oak”), Moshi Mountain Industries Ltd. (“Moshi”), Elm Resources Ltd. (“Elm”) (collectively “True Zone Subsidiaries”) and Patchouli Capital Inc. (“Patchouli Capital”), Frond Capital Inc. (“Frond Capital”), Oak Cliff Capital Inc. (“Oak Capital”), Moshing Capital Inc. (“Moshing Capital”) and Elmira Capital Inc. (“Elmira Capital”) (collectively “Capital Companies”) shall have been obtained;approved by the shareholders of True Zone and the Supreme Court of British Columbia. (g) there shall not be in force any order or decree restraining or enjoining the implementation of the transactions contemplated by this Agreement involving such party and there shall be no proceedingaction taken under any existing applicable law or regulation, of a judicial nor any statute, rule, regulation or administrative nature order which is enacted, enforced, promulgated or otherwiseissued by any court, in progress department, commission, board, regulatory body, government or threatened that relates to governmental authority or results from the transactions contemplated by this Agreement involving such party that couldsimilar agency, if successfuldomestic or foreign, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161that: (i) all covenants of makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any other party hereto under transaction contemplated in this Agreement which are necessary to be performed for such party's benefit on or before complete the Effective Date shall have been duly performed in all material respects;Amalgamation; or (jii) all representations and warranties results in a judgment or assessment of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed material damage directly or indirectly relating to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party;herein; or (liii) CSA and Goldcorp shall not which would have received, collectively, notices a Material Adverse Effect on the completion of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information CircularAmalgamation; and (m) this Agreement shall not have been terminated pursuant to Section 6.2.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement Agreement, and in particular to file articles of arrangement to give complete the effect to the Arrangement shall be Arrangement, are subject to the satisfaction, on or before the Effective DateTime, or such other time specified, of the following conditions precedentconditions: (a) the ArrangementInterim Order shall have been granted in form and substance satisfactory to each of Cenovus and Husky, with acting reasonably, and such order shall not have been set aside or without amendmentmodified in a manner unacceptable to Cenovus or Husky, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been approved at each of by the CSA Meeting Husky Common Shareholders and the Goldcorp Meeting holders of Husky Options by the Husky Required Approval at the Husky Meeting, in accordance with the Interim Order; (bc) each of the Interim Order and Share Issuance Resolution shall have been approved by the Cenovus Common Shareholders at the Cenovus Meeting; (d) the Final Order shall have been obtained in form and granted on terms consistent with satisfactory this Agreement, and such order shall not have been set aside or modified in a manner unacceptable to each of CSA and GoldcorpCenovus or Husky, acting reasonably, on appeal or otherwise; (c) the Final Order, together with articles of arrangement, shall have been accepted by the Director for filing; (d) the TSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp TSX shall have conditionally approved the issuance and the listing and posting for trading on the TSX of: (A) the Cenovus Common Shares, the Cenovus Warrants and, if the Preferred Share Condition is satisfied prior to the Effective Time, the Cenovus Preferred Shares to be issued pursuant to the Arrangement; and (B) the Cenovus Common Shares issuable to holders upon exercise of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Cenovus Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (eii) the NYSE shall have approved or conditionally approved the listing thereon issuance of: (iA) the New Goldcorp Cenovus Common Shares issuable and the Cenovus Warrants to holders of CSA Shares and Goldcorp Shares be issued pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock OptionsArrangement; and (iiB) the New Goldcorp Cenovus Common Shares issuable upon the exercise of the New Goldcorp Cenovus Warrants, subject, in each case, to official notice of issuance, in each case subject only to customary conditions reasonably expected to be satisfied; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement Key Regulatory Approvals shall have been obtained;, and each such Key Regulatory Approval shall be in full force and effect; and (g) there no Governmental Authority shall not be have enacted, issued, promulgated, enforced or entered any Order or Law which is then in force any order effect and has the effect of making the Arrangement illegal or decree restraining otherwise preventing or enjoining the implementation prohibiting consummation of the transactions contemplated Arrangement. The conditions in this Section 6.1 are for the mutual benefit of the Parties and may be asserted by this Agreement involving such party either Party regardless of the circumstances and there shall may be no proceeding, waived by the mutual written consent of a judicial or administrative nature or otherwisethe Parties, in progress whole or threatened in part, at any time and from time to time without prejudice to any other rights that relates to or results from the transactions contemplated by this Agreement involving such party that couldParties may have, if successful, result in an order or ruling that would preclude completion including the right of the transactions contemplated by this Agreement; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable Parties to such party, acting reasonably; SC-6 161 (i) all covenants of the rely on any other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date shall have been duly performed in all material respects; (j) all representations and warranties of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular; and (m) this Agreement shall not have been terminated pursuant to Section 6.2conditions.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement Agreement, and to file articles in particular the completion of arrangement to give the effect to the Arrangement shall be Arrangement, are subject to the satisfaction, on or before the Effective DateTime, or such other time specified, of the following conditions precedentconditions, each of which may only be waived by the mutual written consent of both Parties without prejudice to each Party's right to rely on any other of such conditions: (a) on or prior to July 27, 2018, the ArrangementInterim Order shall have been granted in form and substance satisfactory to each of Baytex and Raging River, with acting reasonably, and such order shall not have been set aside or without amendmentmodified in a manner unacceptable to Baytex or Raging River, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution, in the form and substance reasonably satisfactory to each of Raging River and Baytex, shall have been approved by the Raging River Shareholders in accordance with the Raging River Shareholders' Vote at each of the CSA Meeting and the Goldcorp Meeting Raging River Meeting, in accordance with the Interim Order; (bc) the Share Issuance Resolution, in the form and substance reasonably satisfactory to each of Raging River and Baytex, shall have been approved by the Interim Order and Baytex Shareholders at the Baytex Meeting; (d) the Final Order shall have been obtained granted in form and on terms with substance satisfactory to each of CSA Baytex and Goldcorp; (c) the Final OrderRaging River, together with articles of arrangementacting reasonably, and such order shall not have been accepted by the Director for filing; (d) the TSE shall have approved set aside or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable modified in a manner unacceptable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp WarrantsBaytex or Raging River, acting reasonably, on appeal or otherwise; (e) the NYSE Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have approved or conditionally approved the listing thereon of: be in form and substance satisfactory to each of Baytex and Raging River, acting reasonably; (f) (i) the New Goldcorp Common TSX shall have conditionally approved the issuance and the listing and posting for trading on the TSX of the Baytex Shares issuable to holders of CSA Shares and Goldcorp Shares be issued pursuant to the Arrangement (including and in respect of New Goldcorp Common without limitation, the Baytex Shares issuable on exercise of Raging River Options which remain outstanding following the Effective Time in connection accordance with Subsection 2.5(b) and vesting of all Raging River Restricted Awards and Raging River Performance Awards which remain outstanding following the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; Effective Time in accordance with Subsection 2.5(c)(ii)) and (ii) the New Goldcorp Common Shares issuable upon NYSE shall have approved the exercise issuance of the New Goldcorp Warrantssuch Baytex Shares, subject to official notice of issuance, in each case subject only to customary conditions reasonably expected to be satisfied; (fg) the Competition Act Approval and the HSR Act Approval shall have been obtained on terms and conditions satisfactory to each of Raging River and Baytex, acting reasonably; (h) holders of not more than 5% of the issued and outstanding Raging River Shares shall have exercised, and not withdrawn, Dissent Rights; (i) all consents, orders, rulings, required regulatory and governmental approvals and assurances, including any regulatory approvals which are required, consents necessary or desirable for the completion of the Arrangement Arrangement, other than those otherwise contemplated in this Section 5.1, shall have been obtained;obtained on terms and conditions satisfactory to each of Raging River and Baytex, acting reasonably; and (gj) there no action shall not be in force have been taken under any existing Applicable Law, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or decree restraining issued after the Agreement Date by any Governmental Authority, that: (i) makes illegal or enjoining otherwise directly or indirectly restrains, enjoins or prohibits the implementation of the Arrangement or any other transactions contemplated by this Agreement involving such party and there shall be no proceeding, Agreement; or (ii) results in a judgment or assessment of a judicial material damages directly or administrative nature or otherwise, in progress or threatened that relates indirectly relating to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement; (h) none . The foregoing conditions are for the mutual benefit of the consents, orders or approvals required for the implementation Parties and may be asserted by either Party regardless of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161 (i) all covenants circumstances and may be waived by the mutual written consent of the Parties, in whole or in part, at any time and from time to time without prejudice to any other party hereto under this Agreement to be performed for rights that such party's benefit on or before the Effective Date shall have been duly performed in all material respects; (j) all representations and warranties of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular; and (m) this Agreement shall not have been terminated pursuant to Section 6.2Parties may have.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement Agreement, and to file articles in particular the completion of arrangement to give the effect to the Arrangement shall be Arrangement, are subject to the satisfaction, on or before the Effective DateTime, or such other time specified, of the following conditions precedentconditions, each of which may only be waived by the mutual written consent of both Parties without prejudice to each Party's right to rely on any other of such conditions: (a) on or prior to July 27, 2018, the ArrangementInterim Order shall have been granted in form and substance satisfactory to each of Baytex and Raging River, with acting reasonably, and such order shall not have been set aside or without amendmentmodified in a manner unacceptable to Baytex or Raging River, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution, in the form and substance reasonably satisfactory to each of Raging River and Baytex, shall have been approved by the Raging River Shareholders in accordance with the Raging River Shareholders' Vote at each of the CSA Meeting and the Goldcorp Meeting Raging River Meeting, in accordance with the Interim Order; (bc) the Share Issuance Resolution, in the form and substance reasonably satisfactory to each of Raging River and Baytex, shall have been approved by the Interim Order and Baytex Shareholders at the Baytex Meeting; (d) the Final Order shall have been obtained granted in form and on terms with substance satisfactory to each of CSA Baytex and Goldcorp; (c) the Final OrderRaging River, together with articles of arrangementacting reasonably, and such order shall not have been accepted by the Director for filing; (d) the TSE shall have approved set aside or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable modified in a manner unacceptable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp WarrantsBaytex or Raging River, acting reasonably, on appeal or otherwise; (e) the NYSE Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have approved or conditionally approved the listing thereon of: be in form and substance satisfactory to each of Baytex and Raging River, acting reasonably; (i) the New Goldcorp Common TSX shall have conditionally approved the issuance and the listing and posting for trading on the TSX of the Baytex Shares issuable to holders of CSA Shares and Goldcorp Shares be issued pursuant to the Arrangement (including and in respect of New Goldcorp Common without limitation, the Baytex Shares issuable on exercise of Raging River Options which remain outstanding following the Effective Date in connection accordance with Subsection 2.5(b) and vesting of all Raging River Restricted Awards and Raging River Performance Awards which remain outstanding following the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; Effective Date in accordance with Subsection 2.5(c)(ii)) and (ii) the New Goldcorp Common Shares issuable upon NYSE shall have approved the exercise issuance of the New Goldcorp Warrantssuch Baytex Shares, subject to official notice of issuance, in each case subject only to customary conditions reasonably expected to be satisfied; (fg) the Competition Act Approval shall have been obtained on terms and conditions satisfactory to each of Raging River and Baytex, acting reasonably; (h) holders of not more than 5% of the issued and outstanding Raging River Shares shall have exercised, and not withdrawn, Dissent Rights; (i) all consents, orders, rulings, required regulatory and governmental approvals and assurances, including any regulatory approvals which are required, consents necessary or desirable for the completion of the Arrangement Arrangement, other than those otherwise contemplated in this Section 5.1, shall have been obtained;obtained on terms and conditions satisfactory to each of Raging River and Baytex, acting reasonably; and (gj) there no action shall not be in force have been taken under any existing Applicable Law, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or decree restraining issued after the Agreement Date by any Governmental Authority, that: (i) makes illegal or enjoining otherwise directly or indirectly restrains, enjoins or prohibits the implementation of the Arrangement or any other transactions contemplated by this Agreement involving such party and there shall be no proceeding, Agreement; or (ii) results in a judgment or assessment of a judicial material damages directly or administrative nature or otherwise, in progress or threatened that relates indirectly relating to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement; (h) none . The foregoing conditions are for the mutual benefit of the consents, orders or approvals required for the implementation Parties and may be asserted by either Party regardless of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161 (i) all covenants circumstances and may be waived by the mutual written consent of the Parties, in whole or in part, at any time and from time to time without prejudice to any other party hereto under this Agreement to be performed for rights that such party's benefit on or before the Effective Date shall have been duly performed in all material respects; (j) all representations and warranties of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular; and (m) this Agreement shall not have been terminated pursuant to Section 6.2Parties may have.

Mutual Conditions Precedent. ‌ The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement hereby, and to file articles of arrangement to give in particular the effect to the Arrangement shall be Amalgamation, are subject to the satisfaction, on or before the Effective DateDate or such other time specified, of the following conditions precedentconditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Arrangement, with or without amendment, CCC shall have been approved at each of mailed the CSA Meeting CCC Information Circular and the Goldcorp Meeting other documentation required in accordance connection with the Interim OrderCCC Meeting on or before June 1, 2018; (b) each of the Interim Order and the Final Order Orca shall have been obtained mailed the Orca Information Circular and other documentation required in form and connection with the Orca Meeting on terms with satisfactory to each of CSA and Goldcorpor before June 1, 2018; (c) the Final Order, together with articles of arrangement, CCC Transaction Resolution shall have been accepted passed by the Director for filingCCC Shareholders on or prior to the Outside Date, in form and substance satisfactory to each of CCC and Orca, acting reasonably, duly approving the CCC Transaction Resolution; (d) the TSE Orca Fundamental Change Resolution and the Orca Special Share Resolution shall have approved each been passed by the Orca Shareholders on or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant prior to the Arrangement Outside Date, in form and in respect substance satisfactory to each of CCC and Orca, acting reasonably, duly approving the New Goldcorp Common Shares issuable in connection with Orca Fundamental Change Resolution and the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp WarrantsOrca Special Share Resolution; (e) the NYSE resolution of Orca, as the sole shareholder of AcquisitionCo, shall have approved been passed by Orca on or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant prior to the Arrangement Outside Date, in form and in respect substance satisfactory to each of New Goldcorp Common Shares issuable in connection with CCC and Orca, acting reasonably, duly approving the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp WarrantsAmalgamation; (f) all consentsthe Articles of Amalgamation filed with the Registrar shall be in form and substance satisfactory to each of CCC and Orca, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement shall have been obtainedacting reasonably; (g) there shall not be in force any order or decree restraining or enjoining the implementation of the transactions contemplated by this Agreement involving such party and there Effective Date shall be no proceeding, of a judicial on or administrative nature or otherwise, in progress or threatened that relates prior to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this AgreementOutside Date; (h) none of a Listing Statement (as such term is defined by the consentsExchange) and all supporting documents in connection therewith or as otherwise requested by the Exchange shall be delivered to the Exchange by Orca and CCC, orders as applicable, on or approvals prior to the Outside Date if required for or otherwise requested by the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161Exchange; (i) all covenants each of Orca, AcquisitionCo and CCC, as applicable and as required by the Exchange, shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the rules, regulations and policies of the other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date shall have been duly performed in all material respectsExchange; (j) all representations required regulatory, governmental and warranties third party approvals, waivers and consents in respect of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as completion of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party Amalgamation shall have received certificatesbeen obtained on terms and conditions satisfactory to CCC and Orca, addressed to it each acting reasonably, including, without limitation, all applicable statutory and dated regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period as well as the Effective Date, of two senior officers conditional acceptance by the Exchange of the other corporate party hereto confirming the same;transaction contemplated hereby; and (k) the board of directors of the other party hereto no material action or proceeding shall have passed all necessary resolutionsbe pending or threatened by any Person or Governmental Entity, and all there shall be no action taken under any existing applicable Law which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or Governmental Entity, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any other necessary corporate action shall have been taken by such party transactions contemplated in this Agreement; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to authorize and complete the transactions contemplated in this Agreement. The foregoing conditions are for the mutual benefit of CCC on the one hand and Orca and AcquisitionCo on the other hand and may be asserted by CCC and by Orca and AcquisitionCo regardless of the circumstances and may be waived by CCC and Orca and AcquisitionCo in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which CCC, Orca or AcquisitionCo may have. If any of such conditions shall not be complied with or waived as aforesaid on or before the Outside Date or, if earlier, the date required for the performance thereof, then, subject to Section 10.4 hereof, a Party may rescind and terminate this Agreement involving by written notice to the other of them in circumstances where the failure to satisfy any such party; (l) CSA and Goldcorp shall condition is not have receivedthe result, collectivelydirectly or indirectly, notices of the exercise a material breach of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular; and (m) this Agreement shall not have been terminated pursuant to Section 6.2by such rescinding Party.

Mutual Conditions Precedent. The respective obligations of each party hereto of YGC and Queenstake to complete the transactions contemplated by this Agreement hereby and to file articles a copy of arrangement the Final Order with the Registrar to give the effect to the Arrangement shall will be subject to the satisfactionfulfillment, on or before the Effective Datemutual waiver in writing by each of YGC and Queenstake, of each of the following conditions precedentconditions: (a) the ArrangementInterim Order shall have been obtained in form and on terms satisfactory to each of YGC and Queenstake acting reasonably and shall not have been set aside or modified in a manner unacceptable to either of such parties (acting reasonably) on appeal or otherwise; (b) the Joint Circular shall have been mailed to YGC Shareholders and Queenstake Shareholders by the Mailing Date and the YGC Meeting and the Queenstake Meeting shall have been held on or before the Meeting Date; (c) at the YGC Meeting, with or without amendment, the YGC Special Resolution shall have been approved at each of by the CSA Meeting and the Goldcorp Meeting YGC Shareholders in accordance with the requirements of the Act and the Interim Order; (bd) each at the Queenstake Meeting, the Queenstake Special Resolution shall have been approved by the Queenstake Shareholders in accordance with the requirements of the Act and the Interim Order and Order; (e) the Final Order shall have been obtained in form and on terms with satisfactory to each of CSA YGC and GoldcorpQueenstake acting reasonably and shall not have been set aside or modified in a manner unacceptable to either of such parties, acting reasonably, on appeal or otherwise; (cf) on or before the Final Order, together with articles of arrangement, shall have been accepted by Effective Time on the Director for filing;Effective Date: (d) the TSE shall have approved or conditionally approved the listing thereon of: (i) the board of directors of YGC shall have been reconstituted in accordance with Section 2.1(g) of this Agreement; (ii) YGC shall have filed and had declared effective by the U.S. Securities and Exchange Commission a registration statement on Form 40-F under the U.S. Exchange Act for the purpose of registering the YGC Shares as a class under such act; (iii) the New Goldcorp Common YGC Shares issuable to holders of CSA Shares and Goldcorp Shares be issued pursuant to the Arrangement and the New YGC Shares issuable upon the exercise of: (A) the New YGC Stock Options issued in exchange for the Queenstake Stock Options; and (B) the New YGC Warrants issued in exchange for the Queenstake Warrants, after the Effective Time shall have been conditionally approved for listing on the TSX, subject only to the filing of customary required documents; (iv) YGC shall have obtained any exemption orders required from the applicable Canadian securities authorities to permit the issuance and first resale of the securities of YGC issued pursuant to the Arrangement and the New YGC Shares issuable in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA YGC Stock Options and Goldcorp Stock Optionsthe New YGC Warrants, after the Effective Time without qualification with or approval of or the filing of any prospectus or similar document with, or the taking of any proceeding with, or the obtaining of any further order, ruling or consent from, any Governmental Entity or regulatory authority under any applicable Securities Legislation, or the fulfillment of any other legal requirement in any such jurisdiction, except (A) control block restrictions in Canada; and (B) with respect to Securities Legislation in the United States, (1) affiliate restrictions in the United States; (ii2) any post-Effective Date notice filings that may be required; (3) restrictions with respect to the exercise of New YGC Stock Options and the New YGC Warrants issued under the Arrangement as set forth in Section 2.10 hereof; and (4) restrictions as set forth in subparagraph (v) of this Section 5.1(f); and (v) the New Goldcorp Warrants; and (iii) YGC Shares to be issued in the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (e) the NYSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares United States pursuant to the Arrangement are exempt from registration requirements under Section 3(a)(10) of the U.S. Securities Act and the New YGC Shares to be distributed in respect of New Goldcorp Common Shares issuable in connection with the United States pursuant to the Arrangement are not subject to holders of CSA Stock Options resale restrictions in the United States under the U.S. Securities Act (other than as may be prescribed by Rule 144 and Goldcorp Stock Options; Rule 145 under the U.S. Securities Act) and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable except for the completion restrictions that may be imposed on securities of YGC distributed in the Arrangement shall have been obtainedUnited States pursuant to the YGC Financing in accordance with applicable Securities Legislation in the United States; (g) YGC shall have completed the YGC Financing by the sale of YGC Shares, YGC Special Warrants or other securities, and the net proceeds thereof shall be unconditionally available to YGC on or before the Effective Time on the Effective Date; (h) there shall not be in force any order or decree restraining or enjoining the implementation consummation of the transactions contemplated by this Agreement involving such party and there shall be no proceeding, of a judicial or administrative nature or otherwise, brought by a Governmental Entity in progress or threatened that relates to or results from the transactions contemplated by this Agreement involving such party that couldwould, if successful, potentially result in an order or ruling that would preclude completion of the transactions contemplated by this AgreementAgreement in accordance with the terms hereof or would otherwise be inconsistent with the Appropriate Regulatory Approvals which have been obtained; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161 (i) all covenants consents, waivers, permits, orders and approvals of any Governmental Entity (including the Appropriate Regulatory Approvals) and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the other party hereto under this Agreement Arrangement, the failure of which to be performed for such party's benefit obtain or the non-expiry of which would constitute a criminal or quasi-criminal offence, or would have a Material Adverse Effect on YGC or before Queenstake as the Effective Date case may be, and in particular the continued listing of the New YGC Shares on the TSX, shall have been duly performed in all material respectsobtained or received on terms that will not have a Material Adverse Effect on either YGC or Queenstake; (j) all representations and warranties there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or other Person, in each case that has a reasonable likelihood of success, (i) seeking to prohibit or restrict the acquisition by YGC or any of its Subsidiaries of any Queenstake Shares, seeking to restrain or prohibit the consummation of the other party hereto Plan of Arrangement or seeking to obtain from Queenstake or YGC any damages that are material in favour relation to Queenstake and its Subsidiaries or YGC and its Subsidiaries taken as a whole, (ii) seeking to prohibit or materially limit the ownership or operation by YGC or any of such party under this Agreement shall be true and correct its Subsidiaries of any material portion of the business or assets of Queenstake or its Subsidiaries or to compel YGC or any of its Subsidiaries to dispose of or hold separate any material portion of the business or assets of Queenstake or its Subsidiaries as a result of the Plan of Arrangement, (iii) seeking to impose limitations on the date hereof ability of YGC or any of its Subsidiaries to acquire or hold, or exercise full rights of ownership of, any Queenstake Shares, including the right to vote the Queenstake Shares purchased by it on all matters properly presented to the Queenstake Shareholders, (iv) seeking to prohibit YGC or any of its Subsidiaries from effectively controlling in any material respect the business or operations of Queenstake and as of the Effective Date, with the same effect as if such representations its Subsidiaries or (v) which otherwise is reasonably likely to have a Material Adverse Effect on YGC and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the sameQueenstake; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp there shall not have receivedbeen exercised, collectively, notices pursuant to Section 3 of the exercise Plan of rights of dissent under Section 185 of the OBCA in Arrangement, Dissent Rights by Queenstake Shareholders with respect of to Queenstake Shares aggregating more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date Queenstake Shares; (l) there shall not have been exercised, pursuant to Section 3 of the Information CircularPlan of Arrangement, Dissent Rights by YGC Shareholders with respect to YGC Shares aggregating more than 5% of the outstanding YGC Shares; and (m) this Agreement shall will not have been terminated pursuant to Section 6.26 or otherwise.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement hereby, and to file articles of arrangement to give in particular the effect to the Arrangement shall be Arrangement, are subject to the satisfaction, on or before the Effective DateDate or such other time specified, of the following conditions precedentconditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the ArrangementInterim Order shall have been granted in form and substance satisfactory to Tulox and each of the Tulox Subsidiaries, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Tulox and each of the Tulox Subsidiaries, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Tulox Shareholders at the Tulox Meeting in accordance with the Arrangement Provisions, the constating documents of Tulox, the Interim Order and the requirements of any applicable regulatory authorities; (c) the Arrangement and this Agreement, with or without amendment, shall have been approved at by the CDP Shareholder(s), GBS Shareholder(s), MSS Shareholder(s), MSM Shareholder(s), THOM Shareholder(s), and TRED Shareholder(s) to the extent required by, and in accordance with, the Arrangement Provisions and the constating documents of each of the CSA Meeting and the Goldcorp Meeting in accordance with the Interim Order;Tulox Subsidiaries. (bd) each of the Interim Order and the Final Order shall have been obtained granted in form and on terms with substance satisfactory to each of CSA Tulox and Goldcorp; (c) the Final OrderTulox Subsidiaries, together with articles of arrangement, shall have been accepted by the Director for filing; (d) the TSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrantsacting reasonably; (e) the NYSE CNSX shall have approved or conditionally approved the Arrangement, including the listing thereon of: (i) of the New Goldcorp Common Tulox A Shares issuable to holders in substitution for the Tulox Shares, the delisting of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with Tulox Shares, the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise listing of the New Goldcorp WarrantsShares and the Tulox Class A Preferred Shares, the delisting of the Tulox Class A Preferred Shares upon their redemption, subject to compliance with the requirements of the CNSX; (f) the Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall be in form and substance satisfactory to Tulox and each of the Tulox Subsidiaries, acting reasonably; (g) all other consents, orders, rulingsregulations and approvals, including regulatory and judicial approvals and assurances, including any regulatory approvals which are required, orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been obtainedobtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to Tulox and each of the Tulox Subsidiaries; (gh) there shall not be in force any order or decree restraining or enjoining the implementation consummation of the transactions contemplated by this Agreement involving such party and there shall be no proceeding, of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161 (i) all covenants of the other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date shall have been duly performed in all material respects; (j) all representations and warranties of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information CircularArrangement; and (mi) this Agreement shall not have been terminated pursuant to Section 6.2under Article 7. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by either Tulox or any of the Tulox Subsidiaries, as the case may be, at its discretion.

Mutual Conditions Precedent. The respective obligations of each party the parties hereto to complete the transactions contemplated by this Agreement and to file articles of arrangement to give the effect to the Arrangement shall be are subject to the satisfactionsatisfaction of, or mutual waiver by the parties on or before the Effective Date, Date of each of the following conditions precedentconditions, which are for the mutual benefit of Cardero and Coalhunter and which may only be waived, in whole or in part, in writing by Cardero and Coalhunter: (a) the ArrangementInterim Order shall have been granted in form and substance satisfactory to the parties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the parties hereto, acting reasonably, on appeal or otherwise; (b) the Arrangement and, if required, all other material transactions contemplated herein or necessary to complete the Arrangement (including the issuance of the Cardero Shares thereunder), with or without amendment, shall have been approved at each of the CSA Coalhunter Meeting by the Coalhunter Shareholders, the Coalhunter Special Warrant Holders and the Goldcorp Coalhunter Option Holders and at the Cardero Meeting by the Cardero Shareholders in accordance with the Interim Order; (b) each provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (c) the TSX shall have conditionally approved the listing thereon of the Cardero Shares to be issued pursuant to the Arrangement (including those issuable upon the exercise of the Coalhunter Special Warrants, Coalhunter Warrants and Coalhunter Options), and shall have, if required, accepted notice for filing of all transactions of Coalhunter and Cardero contemplated herein or necessary to complete the Arrangement, subject only to compliance with the usual requirements of the TSX, and AMEX shall have approved the listing of the Cardero Shares to be issued in exchange for Coalhunter Shares pursuant to the Arrangement and the Cardero Shares to be issued upon the exercise, following the Arrangement, of the Coalhunter Options and the Coalhunter Warrants; (d) the Final Order shall have been obtained granted in form and on terms with substance satisfactory to each of CSA the parties hereto, acting reasonably, and Goldcorp; (c) the Final Order, together with articles of arrangement, shall not have been accepted by the Director for filing; (d) the TSE shall have approved set aside or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable modified in a manner unacceptable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrantssuch parties, acting reasonably, on appeal or otherwise; (e) the NYSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement shall have been obtained; (g) there shall not be in force any Law, ruling, order or decree restraining or enjoining the implementation of the transactions contemplated by this Agreement involving such party decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof or results or could reasonably be no proceedingexpected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which has, or could reasonably be expected to have, a judicial Material Adverse Effect on Coalhunter or administrative nature or otherwiseCardero; (i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in progress connection with, or threatened that relates required to or results from permit, the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions Arrangement, and (ii) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated by in this Agreement, the Cardero Disclosure Schedule or the Coalhunter Disclosure Schedule, as applicable), the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Coalhunter or Cardero or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each party hereto; (g) the Cardero Shares to be issued in exchange for Coalhunter Shares pursuant to the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and shall not be subject to resale restrictions under the 1933 Act (other than as may be prescribed by Rule 144 under the 1▇▇▇ ▇▇▇) for persons who are after the Effective Date, or were within 90 days prior to the Effective Date, “affiliates” (as defined in Rule 405 under the 1▇▇▇ ▇▇▇) of Cardero); provided, however, that Coalhunter shall not be entitled to rely on the provisions of this Section 5.1(g) in failing to consummate the Arrangement in the event that Coalhunter fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemptions, that Cardero will rely on the foregoing exemption based on the Court’s approval of the Arrangement; and; (h) none of the consents, orders or approvals required for the implementation of Cardero Shares to be issued pursuant to the Arrangement shall contain terms will be exempt from the prospectus requirements of Applicable Securities Laws and will not be subject to any statutory or conditions that require undertaking or security considered unsatisfactory or unacceptable other hold period other than any hold period applicable to such party, acting reasonably; SC-6 161control persons; (i) all covenants of the other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date Fairness Opinion shall not have been duly performed in all material respectswithdrawn; (j) all representations outstanding Coalhunter Special Warrants and warranties of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action Restricted Securities shall have been taken by such party exercised, subject to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices completion of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information CircularArrangement; and (mk) this Agreement shall not have been terminated pursuant to Section 6.2Article 6 hereof.

Mutual Conditions Precedent. The obligations of each party hereto the Parties to complete the transactions contemplated by this Agreement and to file articles of arrangement to give the effect to the Arrangement shall be Agreement, are subject to the satisfactionfulfillment, on or before the Effective DateTime, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Arrangement, with or without amendment, Arrangement Resolution shall have been approved and adopted by the Brazauro Securityholders at each of the CSA Meeting and the Goldcorp Brazauro Meeting in accordance with the Interim Order; (b) each of the Interim Order and the Final Order shall each have been obtained in form and on terms consistent with satisfactory this Agreement, and shall not have been set aside or modified in a manner unacceptable to each of CSA Brazauro and GoldcorpEldorado, acting reasonably, on appeal or otherwise; (c) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the Final Order, together with articles consummation of arrangement, shall have been accepted by the Director for filingArrangement; (d) Eldorado Shares, Converted Eldorado Options and Converted Eldorado Warrants to be issued in the TSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares United States pursuant to the Arrangement and in respect of shall be exempt from the New Goldcorp Common Shares issuable in connection with registration requirements under the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp WarrantsU.S. Securities Act; (e) the NYSE Key Regulatory Approvals shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrantsbeen obtained; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement Key Third Party Consents shall have been obtained; (g) there if required by applicable Securities Laws: (i) relief shall not be in force have been obtained from any order requirement of NI 43-101 which would require the filing on SEDAR by Brazauro or decree restraining or enjoining the implementation of the transactions contemplated by this Agreement involving such party and there shall be no proceeding, New Brazauro of a judicial or administrative nature or otherwisetechnical report in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, in progress or threatened provided that relates if any such relief granted requires the filing of a technical report prior to or results from the transactions contemplated Effective Time, such a technical report is filed by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of Brazauro prior to the transactions contemplated by this AgreementEffective Time; or (ii) a technical report as required under NI 43-101 can be prepared so as to not unduly delay the Brazauro Meeting; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161 (i) all covenants of the other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date shall have been duly performed in all material respects; (j) all representations and warranties of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular; and (m) this Agreement shall not have been terminated in accordance with its terms; and (i) the distribution of the securities pursuant to Section 6.2the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Laws.

Mutual Conditions Precedent. The respective obligations of each party the Parties hereto to complete each step of the transactions Business Combination contemplated by this Agreement and to file articles of arrangement to give the effect to the Arrangement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may be waived only by the mutual consent of the Parties: (a) the Arrangement, with or without amendment, Financing shall have been approved at each of the CSA Meeting completed on terms and the Goldcorp Meeting in accordance with the Interim Orderconditions acceptable to IMC, acting reasonably; (b) all requisite shareholder approvals of each of the Interim Order IMC, Navasota and the Final Order shall have been obtained in form and on terms with satisfactory to each of CSA and Goldcorp; (c) the Final Order, together with articles of arrangement, shall have been accepted by the Director for filing; (d) the TSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (e) the NYSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement Subco1 shall have been obtained; (c) IMC and applicable IMC Holders will have received an interim tax-ruling from the ITA, which is satisfactory in form and substance to Navasota, according to which the Merger shall be confirmed as a merger by way of share exchange in accordance with either the provisions of: (i) Section 103t of the Tax Ordinance, or, in the event that the 103t ruling is not practical, (ii) a ruling issued in accordance with Section 104h of the Tax Ordinance (such ruling issued, the “Ruling”). For the avoidance of doubt, in the event that a permanent Ruling is not provided within 180 days as of the Effective Date or as otherwise determined by the ITA, the Israeli Trustee shall be entitled to withhold taxes in accordance with the provisions of this Agreement. For the avoidance of doubt, the withholding shall be effected with regards to each IMC Holder to whom such withholding is due, by the sale of the applicable portion of Resulting Issuer Shares held for the benefit of such IMC Holder by the Israeli Trustee, in order to raise sufficient funds for the Israeli Trustee to pay the withholding tax to the ITA, as required under the Tax Ordinance, all unless such IMC Holder pays the Israeli Trustee an amount sufficient for the Israeli Trustee to pay the respective withholding tax due (the “Withholding Payment Alternative”). For the avoidance of doubt, in the event that the Israeli Trustee is unable to sell the required amount of Resulting Issuer Shares in order to raise sufficient funds to pay withholding taxes concerning a given IMC Holder, for any reason whatsoever, such IMC Holder will be deemed to automatically choose the Withholding Payment Alternative, all subject to the trust agreement to be entered into with the Israeli Trustee. All IMC Shares and IMC Convertible Securities and/or, to the extent the Ruling shall require, any Resulting Issuer Shares and Resulting Issuer Convertible Securities attributable to IMC Holders which are part of the applicable Ruling, shall be subject to the terms and conditions specified under such Ruling. IMC will provide Navasota counsel the language of the Ruling, prior to their submission, for its review and comments and inform ▇▇▇▇▇▇▇▇ of progress made with respect to meetings and discussions with the ITA with respect to the Ruling. Furthermore, Navasota shall have the right to review and comment on the language of the Rulings and IMC shall adequately address such comments and revise the language if deemed necessary and IMC may allow, if deemed necessary by IMC, ▇▇▇▇▇▇▇▇'s counsel to attend in meetings and participate in such discussions with the ITA. The counsel of IMC shall provide Navasota’s counsel with an update of meetings and discussions held with the ITA with respect to the Ruling, within reasonable time and to the extent deemed necessary by IMC’s counsel; (d) All IMC Shareholders who are not Israeli residents shall have received a Withholding Certificate and shall have presented it to the Israeli Trustee; (e) IMC and Subco1 shall have executed and delivered the Merger Proposal to the Israeli Registrar of Companies and a Certificate of Merger shall have been issued by the Israeli Registrar of Companies in respect of the Merger; (f) Finco and Subco2 shall have executed and delivered the Amalgamation Application to the British Columbia Registrar of Companies and a Certificate of Amalgamation shall have been issued by the British Columbia Registrar of Companies in respect of the Amalgamation; (g) the Resulting Issuer, upon completion of the Business Combination, shall meet the original listing requirements of the CSE; (h) there shall have been no action taken under any applicable Law or by any Governmental Authority and there shall not be in force any order or decree restraining or enjoining the implementation consummation of the transactions contemplated by this Agreement involving such party and there shall be no proceeding, of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this AgreementBusiness Combination; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161 (i) all covenants of the other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date corporate and Regulatory Approvals shall have been duly performed in all material respectsobtained including, without limitation, approval of the Israeli Registrar of Companies for the Merger; (j) all representations each Party shall not have entered into any transaction or contract which would have a Material Adverse Effect on the financial and warranties operational condition, or the assets of such Party, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information CircularParty; and (mk) this Agreement shall not have been terminated pursuant to Section 6.2Article 7. If any of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement hereby, and to file articles in particular the completion of arrangement to give the effect to the Arrangement shall be Amalgamation, are subject to the satisfaction, on or before the Effective DateDate or such other time specified, of the following conditions precedentconditions: (a) the Arrangement, with or without amendment, DeFi Resolution shall have been approved passed by a special majority of all the DeFi Shareholders at each of the CSA Meeting and the Goldcorp Meeting in accordance with the Interim OrderDeFi Meeting; (b) each Acquiror shall have received all shareholder and/or board approvals necessary or desirable, as required by the Exchange, the TSXV or Applicable Laws, in connection with the Amalgamation, including, without limitation, the Acquiror Share Adjustment, the application to the NEX board of the Interim Order TSXV for the delisting of Acquiror Shares, the listing of the Resulting Issuer Shares on the Exchange, the Name Change, the Equity Incentive Plan, and the Final Order shall have been obtained election of the Resulting Issuer Board Nominees, as set out in form and on terms with satisfactory to each of CSA and Goldcorpthe Acquiror Circular; (c) the Final Order, together with articles of arrangement, Acquiror shall have been accepted effected the Acquiror Share Adjustment, the application to the NEX board of the TSXV for the delisting of Acquiror Shares; the conditional approval by the Director for filingExchange of the listing of the Resulting Issuer Shares on the Exchange, the Name Change, the adoption of the Equity Incentive Plan, and the election of four directors on or prior to the Effective Date, as set out in the Acquiror Circular; (d) the TSE Amalgamation shall have approved become effective on or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant prior to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp WarrantsOutside Date; (e) the NYSE Acquiror shall have approved or executed and delivered a copy of the Exchange Listing Documents to the Exchange and such Exchange Listing Documents shall have been conditionally approved accepted by the listing thereon of: Exchange subject only to customary conditions of closing, provided that if the Amalgamation is rejected by the Exchange, (i) the New Goldcorp Common Shares issuable to holders all recourse or rights of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; appeal as contemplated hereby will have been exhausted, and (ii) the New Goldcorp Common Shares issuable upon Party wishing to terminate this Agreement on this basis will have first used commercially reasonable efforts to negotiate the exercise terms of the New Goldcorp WarrantsProposed Transaction objectionable to the Exchange on terms acceptable to the Parties, acting reasonably; (f) Acquiror shall not be in default of the requirements of the TSXV, the Exchange and any securities commission and no order shall have been issued and currently in effect preventing the Amalgamation or the trading of any securities of Acquiror; (g) the Concurrent Financing shall have been completed; (h) all other consents, ordersorders and approvals, rulings, including regulatory and third-party approvals and assurances, including any regulatory approvals which are requiredorders, necessary or desirable for the completion of the Arrangement transactions provided for in this Agreement and the Amalgamation shall have been obtainedobtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (gi) this Agreement shall not have been terminated under Part 9; (j) dissent rights shall not have been exercised with respect to the Amalgamation by DeFi Shareholders which in the aggregate represent 10% or more of issued and outstanding DeFi Shares on the execution date of the DeFi Resolution or the record date of the DeFi Meeting, as applicable; and (k) the availability of prospectus exemptions for the Amalgamation under Applicable Securities Laws and the availability of registration exemptions for the Amalgamation under applicable securities laws of the United States in respect of any Acquiror Shares to be issued in the United States; (l) there shall not be in force any order or decree restraining or enjoining the implementation consummation of the transactions contemplated by this Agreement involving such party and there shall the Amalgamation. The foregoing conditions are for the mutual benefit of Acquiror and SubCo on the one hand and DeFi on the other hand and may be no proceeding, of a judicial or administrative nature or otherwisewaived, in progress whole or threatened that relates to or results from in part, jointly by the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion Parties at any time. If any of the transactions contemplated by this Agreement; (h) none of the consents, orders foregoing conditions are not satisfied or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161 (i) all covenants of the other party hereto under this Agreement to be performed for such party's benefit waived on or before the Effective Date shall have been duly performed in all material respects; (j) all representations and warranties of then a Party may terminate this Agreement by written notice to the other party hereto Parties in favour circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of such party under terminating Party’s breach of this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular; and (m) this Agreement shall not have been terminated pursuant to Section 6.2Agreement.

Mutual Conditions Precedent. The obligations of each party hereto the Parties to complete the transactions contemplated by this Agreement and to file articles of arrangement to give the effect to the Metanor Arrangement shall be are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual consent of the following conditions precedentParties: (a) the Arrangement, with or without amendment, Metanor Arrangement Resolution shall have been approved and adopted by the Metanor Securityholders at each of the CSA Meeting and the Goldcorp Metanor Meeting in accordance with the Metanor Interim Order; (b) each of the Metanor Interim Order and the Metanor Final Order shall each have been obtained in form and on terms consistent with satisfactory this Agreement, and shall not have been set aside or modified in a manner unacceptable to each of CSA Metanor and GoldcorpBonterra, acting reasonably, on appeal or otherwise; (c) the Final Order, together with articles of arrangement, no Governmental Entity shall have been accepted by enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the Director for filingeffect of making the Metanor Arrangement illegal or otherwise preventing or prohibiting consummation of the Metanor Arrangement; (d) the TSE all Regulatory Approvals shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable been obtained on terms and conditions satisfactory to holders each of CSA Shares Metanor and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp WarrantsBonterra, acting reasonably; (e) the NYSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement Metanor TSXV Approval shall have been obtained; (gf) there Bonterra shall not be in force any order effect, on or decree restraining or enjoining before the implementation of day prior to the transactions contemplated by this Agreement involving such party and there shall be no proceedingEffective Dat e, of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161following transactions: (i) all covenants Bonterra will transfer the Bonterra Spinco Properties and the Bonterra Related Assets to Bonterra Spinco, on an “as is where is” basis, in exchange for Bonterra Spinco Shares, in accordance with an agreement of purchase and sale (the “Bonterra Purchase and Sale Agreement”). The Bonterra Purchase and Sale Agreement shall provide, among other things, that the Bonterra Spinco Obligations and the Assumed Bonterra Spinco Liabilities) shall be assumed by Bonterra Spinco. For purposes of the other party hereto election under this Agreement to section 85 of the Tax Act, the “elected amount” in respect of the Bonterra Spinco Properties will be performed the lowest amount permitted under section 85 of the Tax Act in respect of each type of property for such party's benefit on or before purposes of the Effective Date shall have been duly performed in all material respectsTax Act, unless the Parties agree otherwise; (jii) all representations and warranties Bonterra Spinco will assume the Assumed Bonterra Spinco Liabilities pursuant to an assumption agreement in consideration of a cash payment by Bonterra in an amount equal thereto (the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date“Bonterra Assumption Agreement”), and such party shall have received certificatesBonterra will subscribe for Bonterra Spinco Shares for an amount equal to $7,000,000 minus the Assumed Bonterra Spinco Liabilities (the steps in clauses (i) and (ii) are, addressed to it and dated together, the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular“Bonterra Pre-Spinout Reorganization”); and (miii) following the completion of the Bonterra Pre-Spinout Reorganization, the total number of outstanding Bonterra Spinco Shares will be equal to 1/7 of the total number of outstanding Bonterra Shares immediately prior to Effective Time. (g) the New Bonterra Shares to be issued pursuant to the Metanor Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; and (h) this Agreement shall not have been terminated pursuant to Section 6.2terminated.

Mutual Conditions Precedent. The obligations (i) Prior to execution hereof, Last Chance and PGE shall have agreed upon and executed a joint certificate generally allocating the Purchase Price among the Acquired Assets, the Integral Properties and Assets and the Integrated Agreements, as set forth in Exhibit 33; provided however that Exhibit 33 may be modified by mutual agreement of each party hereto the parties prior to complete the transactions contemplated by this Agreement and to file articles of arrangement to give the effect Closing if, based on additional information coming to the Arrangement attention of the parties, such modification is appropriate. Last Chance and PGE acknowledge that such allocation shall be have been arrived at by arm's length negotiation, and Last Chance and PGE hereby agree, subject to the satisfaction, on or before the Effective Date, requirements of Section 1060 of the following conditions precedent: (a) Code, and the ArrangementTreasury Regulations promulgated thereunder, with in good faith to endeavor to report consistently, in any tax return completed or without amendmentfiled by such party, shall have been approved at each the sale of the CSA Meeting and the Goldcorp Meeting Acquired Assets pursuant to this Agreement in accordance with the Interim Order;allocation. PGE shall provide to Last Chance, and Last Chance shall provide to PGE, all information for Part 1 of U.S. Treasury Department Form 8594 which will enable Last Chance and PGE each to make, in a timely manner, all filings (including supplemental filings) deemed appropriate by PGE or Last Chance pursuant to Section 1060 of the Code, and the Treasury Regulations promulgated thereunder. All information provided by PGE and Last Chance in compliance with this paragraph shall be complete and accurate in all respects. (bii) Within 30 days after the date of this Agreement, Last Chance and PGE shall, if required, prepare and file proper notification forms and affidavits in compliance with the HSR Act. Last Chance and PGE shall each pay one-half of all fees payable to Governmental Authorities in connection with such filings. If, following the filing of such forms, any Governmental Authority shall challenge the transaction contemplated hereby, or request additional filings or information, Last Chance and PGE shall take preliminary steps to attempt to ascertain the nature of the challenge and the likelihood that the Governmental Authority will permit the transaction contemplated hereby to proceed notwithstanding the challenge. After taking such preliminary steps, neither Last Chance nor PGE shall have any obligation to contest such challenge or make or provide any such filing or information, and each shall be entitled, at its option, to withdraw its filing and terminate this Agreement. (iii) Upon the failure of Closing to occur on the Closing Date by reason of the failure of any Condition Precedent, each of the Interim Order and the Final Order shall have been obtained in form and on terms with satisfactory to each of CSA and Goldcorp; (c) the Final Order, together with articles of arrangement, shall have been accepted by the Director for filing; (d) the TSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (e) the NYSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement shall have been obtained; (g) there shall not be in force any order or decree restraining or enjoining the implementation of the transactions contemplated by this Agreement involving such party and there Integrated Agreements shall be of no proceeding, of a judicial force or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161 (i) all covenants of the other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date shall have been duly performed in all material respects; (j) all representations and warranties of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular; and (m) this Agreement shall not have been terminated pursuant to Section 6.2effect.

Mutual Conditions Precedent. The obligations of each party hereto the Parties to complete the transactions contemplated by this Agreement and to file articles of arrangement to give the effect to the Arrangement shall be are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual consent of the following conditions precedentParties: (a) the Arrangement, with or without amendment, Arrangement Resolution shall have been approved and adopted at each of the CSA Meeting and the Goldcorp Goldrock Meeting in accordance with the Interim Order; (b) each of the Interim Order and the Final Order shall each have been obtained in form and on terms consistent with satisfactory this Agreement, and shall not have been set aside or modified in a manner unacceptable to each of CSA Goldrock and GoldcorpFortuna, acting reasonably, on appeal or otherwise; (c) all notices required under the Final Orderterms of the Goldrock Option Plan that are to be delivered to Goldrock Optionholders in connection with this Agreement and the Arrangement shall have been delivered and all actions or steps required to be taken by the Goldrock Board to (i) enable the holders of the outstanding Goldrock Options to exercise such Goldrock Options prior to but not after the Effective Time, together with articles of arrangementand (ii) cause the Goldrock Options to terminate at the Effective Time, shall have been accepted by the Director for filingtaken; (d) the TSE all Goldrock RSUs shall have approved or conditionally approved been granted on terms that require vesting immediately after Goldrock has obtained the listing thereon of: Final Order and on terms that permit redemption and cancellation of the Goldrock RSUs for Goldrock Shares prior to the Effective Time and Goldrock shall have taken all steps and actions required in order to (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant redeem prior to the Arrangement and in respect Effective Time all of the New Goldcorp Common outstanding Goldrock RSUs for Goldrock Shares issuable in connection accordance with the Arrangement to holders terms of CSA Stock Options the Goldrock RSU Plan and Goldcorp Stock Optionsthe Goldrock RSUs; and (ii) cause the New Goldcorp Warrants; and (iii) outstanding Goldrock RSUs to be cancelled in accordance with the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp WarrantsGoldrock RSUs; (e) the NYSE Fortuna shall have approved or conditionally approved obtained the approval of the listing thereon of: (i) and posting for trading on the New Goldcorp Common TSX and NYSE of the Fortuna Shares issuable to holders of CSA Shares and Goldcorp Shares be issued pursuant to the Arrangement and Arrangement, subject, in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise case of the New Goldcorp WarrantsTSX, only to the satisfaction of the customary listing conditions of the TSX; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for Goldrock shall have obtained the completion approval of the Arrangement shall have been obtainedTSX-V of the Arrangement; (g) there Goldrock shall not be in force have obtained any order or decree restraining or enjoining Regulatory Approvals required under the implementation Laws of the transactions contemplated by this Agreement involving such party and there shall be no proceeding, of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this AgreementArgentina; (h) none no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161 (i) all covenants of the other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date shall have been duly performed in all material respectsArrangement; (j) all representations and warranties of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular; and (m) this Agreement shall not have been terminated pursuant to Section 6.2.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement hereby, and to file articles of arrangement to give in particular the effect to the Arrangement shall be Arrangement, are subject to the satisfaction, on or before the Effective DateDate or such other time specified, of the following conditions precedentconditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) on or prior to May 26, 2006, the Arrangement, with or without amendment, Interim Order shall have been approved at granted in form and substance satisfactory to each of Penn West and Petrofund, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Penn West and Petrofund, acting reasonably, on appeal or otherwise; (b) the CSA Meeting Merger Resolution shall have been passed by the holders of Petrofund Units and the Goldcorp Meeting holder of the Petrofund Special Voting Unit, voting together as a single class, on or prior to July 26, 2006 in accordance with the Interim OrderOrder and in form and substance satisfactory to each of Penn West and Petrofund, acting reasonably; (bc) each the Merger Resolution shall have been passed by the holders of Penn West Units, on or prior to July 26, 2006 in accordance with the Interim Order and in form and substance satisfactory to each of Penn West and Petrofund, acting reasonably; (d) in the event that dissent rights are given to Petrofund Unitholders under the terms of the Interim Order, holders of not greater than 5% of the outstanding Petrofund Units shall have exercised rights of dissent in respect of the Arrangement that have not been withdrawn as of the Effective Date; (e) in the event that dissent rights are given to Penn West Unitholders under the terms of the Interim Order, holders of not greater than 5% of the outstanding Penn West Units shall have exercised rights of dissent in respect of the Arrangement that have not been withdrawn as of the Effective Date; (f) on or prior to July 31, 2006, the Final Order shall have been obtained granted in form and on terms substance satisfactory to Penn West and Petrofund, acting reasonably; (g) the Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall be in form and substance satisfactory to each of CSA Penn West and GoldcorpPetrofund, acting reasonably; (ch) the Final Order, together with articles of arrangement, Arrangement shall have been accepted by the Director for filingbecome effective on or prior to July 31, 2006; (di) provided that the TSE ExploreCo Resolutions are duly approved by the Penn West Unitholders and the Petrofund Unitholders at the Penn West Meeting and the Petrofund Meeting, respectively, Petrofund (or one or more of the Subsidiaries of Petrofund) and ExploreCo shall have entered into the Petrofund ExploreCo Conveyance Agreement; (j) provided that the ExploreCo Resolutions are duly approved by the Penn West Unitholders and the Petrofund Unitholders at the Penn West Meeting and the Petrofund Meeting, respectively, Penn West (or conditionally approved one or more of the listing thereon of: Subsidiaries of Penn West) and ExploreCo shall have entered into the Penn West ExploreCo Conveyance Agreement; (k) PWPL (or its successor under the Arrangement) shall enter into written agreements effective as of the Effective Date satisfactory to each of Penn West and Petrofund, acting reasonably, pursuant to which PWPL shall agree that, for a period of six years after the Effective Date, PWPL shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by each of Penn West and Petrofund (provided that PWPL may substitute therefor policies of at least the same claims coverage and amounts containing terms and conditions that are no less advantageous) providing coverage on a “trailing” or “run-off” basis for all present and former directors and officers of PWPL and PC with respect to claims arising from facts or events which occurred before the Effective Date; (l) either one or more of the following shall have occurred: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and relevant waiting period in respect section 123 of the New Goldcorp Common Shares issuable in connection with Competition Act shall have expired and there shall be no threatened or actual application by the Arrangement to holders Commissioner for an order under section 92 or 100 of CSA Stock Options and Goldcorp Stock Options; the Competition Act; (ii) the New Goldcorp WarrantsCommissioner of Competition appointed under the Competition Act (the “Commissioner”) shall have issued a “no action letter” under section 123 of the Competition Act satisfactory to each of Penn West and Petrofund, acting reasonably, indicating that the Commissioner has determined not to make, at that time, an application for an order under section 92 of the Competition Act and any terms and conditions attached to any such letter shall be acceptable to each of Penn West and Petrofund, acting reasonably; and or (iii) the New Goldcorp Common Shares issuable upon the exercise Commissioner shall have issued an advance ruling certificate (“ARC”) pursuant to section 102 of the New Goldcorp WarrantsCompetition Act; (em) the NYSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant in addition to the Arrangement approval required by Section 6.1(l), all other required domestic and foreign regulatory, governmental and third party approvals and consents in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement shall have been obtainedobtained on terms and conditions, satisfactory to Penn West and Petrofund, each acting reasonably, including, without limitation, conditional listing approval for (i) the additional listing on the TSX of the Penn West Units to be issued pursuant to the Arrangement, and (ii) if the ExploreCo Resolutions are approved, the listing on the TSX of the ExploreCo Common Shares to be issued pursuant to the Arrangement, the ExploreCo Incentive Plan, the ExploreCo Private Placement and the ExploreCo Warrants, and all applicable domestic and foreign statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period; (gn) there if required, the Arrangement, and the consummation thereof, shall not be in force any order or decree restraining or enjoining have been approved by Penn West’s lenders on a basis acceptable to Penn West and Petrofund, each acting reasonably; (o) if required, the implementation of Arrangement, and the transactions contemplated consummation thereof, shall have been approved by this Agreement involving such party Petrofund’s lenders on a basis acceptable to Penn West and Petrofund, each acting reasonably; (p) there shall be no proceedingaction taken under any existing Applicable Law, of a judicial nor any statute, rule, regulation or administrative nature order which is enacted, enforced, promulgated or otherwiseissued by any Governmental Entity, in progress or threatened that relates to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require undertaking or security considered unsatisfactory or unacceptable to such party, acting reasonably; SC-6 161that: (i) all covenants of makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date shall have been duly performed in all material respects;transactions contemplated herein; or (jii) all representations and warranties results in a judgment or assessment of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed material damages directly or indirectly relating to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circularherein; and (mq) this Agreement Penn West and PWPL shall not have been terminated received resignations and releases, in form satisfactory to Penn West and Petrofund, each acting reasonably, from the directors and officers of Petrofund, which releases shall contain exceptions for amounts or obligations owing to such directors or officers for accrued but unpaid salary, bonus, benefits and other compensation or pursuant to Section 6.2indemnity or directors’ and officers’ insurance arrangements. The foregoing conditions are for the mutual benefit of Petrofund and Penn West and may be asserted by Petrofund and Penn West regardless of the circumstances and may be waived by Petrofund and Penn West (with respect to such Party) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Petrofund or Penn West may have.

Mutual Conditions Precedent. The parties’ obligations of each party hereto to complete the transactions contemplated by in this Arrangement Agreement and to file articles of arrangement to give the effect to the Arrangement shall be are subject to satisfaction of the satisfaction, following conditions on or before the Effective Date, of the following conditions precedent: (a) the Arrangement, with or without amendment, shall Interim Order and Final Order will have been approved at obtained from the Court on terms acceptable to each of the CSA Meeting parties and will not have been set aside or modified in a manner unacceptable to either of the Goldcorp Meeting in accordance with the Interim Orderparties, on appeal or otherwise; (b) each Explorex and Spinco will have received all required approvals, including approval by Explorex Shareholders of the Interim Order Arrangement at the Meeting, approval by their respective boards of directors, and approval of the Final Order shall have been obtained in form and on terms CSE to the Arrangement, subject only to compliance with satisfactory to each the usual conditions of CSA and Goldcorpthat approval, if any; (c) the Spinco Shares to be issued pursuant to the Arrangement to Explorex Shareholders in the United States shall either be: (i) exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; (ii) be registered pursuant to an effective registration statement under the U.S. Securities Act; or (iii) issued pursuant to an exemption from the registration requirements of the U.S. Securities Act; provided, however, that Explorex shall not be entitled to the benefit of the conditions in this Section 5.1(c) and shall be deemed to have waived such condition in the event that Explorex fails to advise the Court prior to the hearing in respect of the Interim Order that Explorex intends to rely on the Section 3(a)(10) Exemption based on the Court’s approval of the Arrangement and comply with the requirements set forth in Section 2.2 and the Final Order, together with articles of arrangement, Order shall have been accepted by the Director for filingreflect such reliance; (d) Explorex will have received confirmation from counsel that the TSE shall have approved or conditionally approved delivery of the listing thereon of: (i) Spinco Shares to the New Goldcorp Common Shares issuable Explorex Shareholders, the Explorex Replacement Warrants and Spinco Replacement Warrants to holders of CSA Shares and Goldcorp Shares the Explorex Warrantholders pursuant to the Arrangement will be exempt from the registration and prospectus requirements in respect each of the New Goldcorp Common Shares issuable provinces and territories of Canada in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrantswhich Explorex Shareholders are resident in Canada; (e) the NYSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement shall have been obtained; (g) there shall will not be in force any order or decree restraining or enjoining the implementation of the transactions contemplated by this Agreement involving such party and there shall be no proceeding, of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this AgreementArrangement Agreement or the Plan of Arrangement; (hf) none of the consents, orders orders, regulations or approvals required for the implementation of the contemplated by this Arrangement shall Agreement will contain terms or conditions that or require undertaking undertakings or security considered deemed unsatisfactory or unacceptable to such partyby either of the parties hereto, acting reasonably; (g) the Spinco Shares will have been conditionally approved for listing on the CSE; (h) this Arrangement Agreement will not have been previously terminated; SC-6 161and (i) all the obligation of each Party to complete the Arrangement is subject to the further condition that the covenants of the other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date shall Parties will have been duly performed performed. The foregoing conditions in all material respects; (j) all representations this Section 5.1 are inserted for the benefit of both parties and warranties of the other party hereto may only be waived in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made whole or in part at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action shall have been taken any time by such party to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information Circular; and (m) this Agreement shall not have been terminated pursuant to Section 6.2both parties.

Mutual Conditions Precedent. The respective obligations of each party the parties hereto to complete the transactions contemplated by this Agreement and to file articles of arrangement to give the effect to the Arrangement shall be are subject to the satisfactionsatisfaction of, or mutual waiver by the parties on or before the Effective Date, Date of each of the following conditions precedentconditions, which are for the mutual benefit of Cardero and Coalhunter and which may only be waived, in whole or in part, in writing by Cardero and Coalhunter: (a) the ArrangementInterim Order shall have been granted in form and substance satisfactory to the parties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the parties hereto, acting reasonably, on appeal or otherwise; (b) the Arrangement and, if required, all other material transactions contemplated herein or necessary to complete the Arrangement (including the issuance of the Cardero Shares thereunder), with or without amendment, shall have been approved at each of the CSA Coalhunter Meeting by the Coalhunter Shareholders, the Coalhunter Special Warrant Holders and the Goldcorp Coalhunter Option Holders and at the Cardero Meeting by the Cardero Shareholders in accordance with the Interim Order; (b) each provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (c) the TSX shall have conditionally approved the listing thereon of the Cardero Shares to be issued pursuant to the Arrangement (including those issuable upon the exercise of the Coalhunter Special Warrants, Coalhunter Warrants and Coalhunter Options), and shall have, if required, accepted notice for filing of all transactions of Coalhunter and Cardero contemplated herein or necessary to complete the Arrangement, subject only to compliance with the usual requirements of the TSX, and AMEX shall have approved the listing of the Cardero Shares to be issued in exchange for Coalhunter Shares pursuant to the Arrangement and the Cardero Shares to be issued upon the exercise, following the Arrangement, of the Coalhunter Options and the Coalhunter Warrants; (d) the Final Order shall have been obtained granted in form and on terms with substance satisfactory to each of CSA the parties hereto, acting reasonably, and Goldcorp; (c) the Final Order, together with articles of arrangement, shall not have been accepted by the Director for filing; (d) the TSE shall have approved set aside or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable modified in a manner unacceptable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrantssuch parties, acting reasonably, on appeal or otherwise; (e) the NYSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement shall have been obtained; (g) there shall not be in force any Law, ruling, order or decree restraining or enjoining the implementation of the transactions contemplated by this Agreement involving such party decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof or results or could reasonably be no proceedingexpected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which has, or could reasonably be expected to have, a judicial Material Adverse Effect on Coalhunter or administrative nature or otherwiseCardero; (i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in progress connection with, or threatened that relates required to or results from permit, the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions Arrangement, and (ii) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated by in this Agreement, the Cardero Disclosure Schedule or the Coalhunter Disclosure Schedule, as applicable), the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Coalhunter or Cardero or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each party hereto; (g) the Cardero Shares to be issued in exchange for Coalhunter Shares pursuant to the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and shall not be subject to resale restrictions under the 1933 Act (other than as may be prescribed by Rule 144 under the ▇▇▇▇ ▇▇▇) for persons who are after the Effective Date, or were within 90 days prior to the Effective Date, “affiliates” (as defined in Rule 405 under the ▇▇▇▇ ▇▇▇) of Cardero); provided, however, that Coalhunter shall not be entitled to rely on the provisions of this Section 5.1(g) in failing to consummate the Arrangement in the event that Coalhunter fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemptions, that Cardero will rely on the foregoing exemption based on the Court’s approval of the Arrangement; and; (h) none of the consents, orders or approvals required for the implementation of Cardero Shares to be issued pursuant to the Arrangement shall contain terms will be exempt from the prospectus requirements of Applicable Securities Laws and will not be subject to any statutory or conditions that require undertaking or security considered unsatisfactory or unacceptable other hold period other than any hold period applicable to such party, acting reasonably; SC-6 161control persons; (i) all covenants of the other party hereto under this Agreement to be performed for such party's benefit on or before the Effective Date Fairness Opinion shall not have been duly performed in all material respectswithdrawn; (j) all representations outstanding Coalhunter Special Warrants and warranties of the other party hereto in favour of such party under this Agreement shall be true and correct on the date hereof and as of the Effective Date, with the same effect as if such representations and warranties had been made at and as of such date, and such party shall have received certificates, addressed to it and dated the Effective Date, of two senior officers of the other corporate party hereto confirming the same; (k) the board of directors of the other party hereto shall have passed all necessary resolutions, and all other necessary corporate action Restricted Securities shall have been taken by such party exercised, subject to authorize and complete the transactions contemplated by this Agreement involving such party; (l) CSA and Goldcorp shall not have received, collectively, notices completion of the exercise of rights of dissent under Section 185 of the OBCA in respect of more than 5% of the aggregate number of CSA Shares and Goldcorp Shares issued and outstanding as at the date of the Information CircularArrangement; and (mk) this Agreement shall not have been terminated pursuant to Section 6.2Article 6 hereof.