Definitions

For the purposes of the Agreement, including the Recitals and Schedules hereto:

Action means the action LBP Holdings Ltd. v. Allied Nevada Gold Corp., Scott A. Caldwell, Robert M. Buchan, Cormark Securities Inc., and Dundee Securities Limited, brought in the Court under Court File No.  CV-14-50851300-CP.

Administration Expenses means all fees, disbursements, expenses, costs, taxes and any other amounts incurred or payable relating to approval, implementation and administration of the Settlement including the costs of translating, publishing and delivering notices and the fees, disbursements and taxes paid to the Administrator, the Referee, the Transfer Agent (see Sections 7 and 15.3 of the Agreement) and any other expenses approved by the Court which shall all be paid from the Settlement Amount. For greater certainty, Administration Expenses include the Non-Refundable Expenses but do not include Class Counsel Fees.

Administrator means the third-party firm appointed by the Court to administer the Agreement after the Settlement is approved by the Court, and any employees of such firm.

Agreement means this agreement, including the Recitals and Schedules hereto.

Authorized Claim means a properly submitted claim for damages from the Compensation Fund, which has been approved by the Administrator or Referee;

Authorized Claimant means a Class Member who: (i) submitted a properly completed Claim Form with the calculation of their Maximum Entitlement (July Disclosure) and/or Maximum Entitlement (August Disclosure), and all required Supporting Documents to the Administrator on or before the Claims Bar Deadline; and (ii) is eligible to receive a Distribution from the Compensation Fund;

Category means, separately, the Compensation Fund (July Disclosure), and the Compensation Fund (August Disclosure);

Claim Form means the online electronic form or forms to be approved by the Court, which, when completed and submitted in a timely manner to the Administrator through the online claims administration portal, enables a Class Member to apply for compensation pursuant to the Agreement and this Plan of Allocation;

Claimant means a Class Member who submits a properly completed Claim Form with the calculation of their Maximum Entitlement (July Disclosure) and/or Maximum Entitlement (August Disclosure), and all required Supporting Documents to the Administrator on or before the Claims Bar Deadline;

Claims Bar Deadline means the date by which each Class Member must file a completed Claim Form and all required Supporting Documents with the Administrator which date shall be set out in the Second Notice and which shall be at least one hundred twenty days (120) days after the date on which the Second Notice is last published.

Class or Class Members means all persons, other than Excluded Persons, who acquired common shares of Hycroft pursuant to the secondary public offering (“SPO”) by way of a final short form prospectus dated May 9, 2013, during its distribution period ending May 17, 2013, and continued to hold those common shares until July 22, 2013.

Class Counsel means Morganti & Co., P.C., now known as Kim Spencer McPhee Barristers, P.C. (“KSM”).

Class Period means May 9, 2013 to the close of trading on July 21, 2013.

Class Counsel Fees means the fees, disbursements, costs, HST, and other applicable taxes or charges of Class Counsel and a pro rata share of all interest earned on the Settlement Amount to the date of payment, as approved by the Court.

Compensation Fund means the Settlement Amount less Class Counsel Fees, Administration Expenses, the Honorarium, and Ontario Class Proceeding Fund Fee;

Compensation Fund (August Disclosure) means the portion of the Compensation Fund to be distributed to Authorized Claimants in respect of their Maximum Entitlement (August Disclosure);

Compensation Fund (July Disclosure) means the portion of the Compensation Fund to be distributed to Authorized Claimants in respect of their Maximum Entitlement (July Disclosure);

Contributing Parties means the Defendants and any applicable insurer(s) funding the Settlement.

Court means the Ontario Superior Court of Justice.

CPA means the Class Proceedings Act, 1992, SO 1992, c 6, as amended.

Defendants means Hycroft, the Individual Defendants, and the Underwriter Defendants.

Distribution means payment to Authorized Claimants in accordance with this Plan of Allocation, the Agreement and any order of the Court;

Distribution List means a list containing the name and address of each Authorized Claimant, the calculation of his/her/its Maximum Entitlement (July Disclosure) and/or Maximum Entitlement (August Disclosure), and the calculation of each Authorized Claimant’s pro rata share of the Compensation Fund (July Disclosure) and/or Compensation Fund (August Disclosure);

Eligible Shares means Shares purchased pursuant to the prospectus to sell common shares dated May 9, 2013 under a distribution period ending May 17, 2013, and held until July 22, 2013.

Effective Date means the date on which the Second Order becomes a final order and the time for any appeals has expired.

Escrow Account means the interest-bearing Canadian currency trust account with one of the Canadian Schedule 1 banks or a liquid money market account or equivalent security with a rating equivalent to, or better than, that of an interest-bearing account in a Canadian Schedule 1 bank in Ontario, subject to the terms of this Agreement, and then transferred to the control of the Administrator on or after the Effective Date.

Escrow Settlement Amount means the Settlement Amount plus any interest accruing thereon as a result of investment thereof after payment of all Non-Refundable Expenses.

Excluded Persons means Hycroft and the Underwriters and their subsidiaries, affiliates, officers, directors, senior employees, legal representatives, heirs, predecessors, successors and assigns, and any member of the Individual Defendants’ immediate families and any entity in which any of the foregoing has or had an interest during the distribution period for the Prospectus, or at any time that a document incorporated by reference in the Prospectus was released, and United States citizens or residents who acquired Hycroft’s securities in the SPO in a trade under the U.S. prospectus.

First Motion means the motions brought before the Court, for orders:

  1. amending the Certification Order to include certification for settlement purposes as against the Underwriter Defendants;
  2. setting the date for the hearing of the Second Motion;
  3. approving the form of the First Notice;
  4. approving and authorizing publication and dissemination of the First Notice pursuant to the Plan of Notice;
  5. approving the Opt-Out Form;
  6. appointing KSM to control the Escrow Account subject to the terms of this Agreement; and
  7. appointing Paul Battaglia of Trilogy Class Action Services to serve as O&O Administrator.

First Notice means notice to the Class in a form to be approved by the Court, which shall substantially be in accordance with the notice.

First Order means the order made by the Court granting the relief sought on the First Motion, substantially in the form of the order.

Honorarium means a one-time payment of $10,000 from the Compensation Fund to the representative plaintiff, LBP Holdings Ltd., subject to the approval of the Court;

Hycroft means Hycroft Mining Corporation, formerly d/b/a Allied Nevada Gold Corp, Inc., and, as the context may require, includes its subsidiaries and affiliates;

Individual Defendants means Scott A. Caldwell and Robert Buchan.

Maximum Entitlement (August Disclosure) means an Authorized Claimant’s estimated damages on Qualified Shares (August Disclosure), as calculated pursuant to the formula set forth in paragraph 8 of the Plan of Allocation;

Maximum Entitlement (July Disclosure) means an Authorized Claimant’s estimated damages on Qualified Shares (July Disclosure), as calculated pursuant to the formula set forth in paragraph 8 of the Plan of Allocation;

Non-Refundable Expenses means certain administration expenses stipulated in section 4.1(1) of the Agreement to be paid from the Settlement Amount.

O&O Administrator means the third-party firm appointed by the Court to receive and report on objections and opt-outs to the Settlement, if any, before the Settlement is approved, and any employees of such firm.

Ontario Class Proceedings Fund means the fund established by an amendment to the Law Society Act, RSO 1990, c. L.8;

Ontario Class Proceeding Fund Fee means 10% of the net amount remaining from the Settlement Amount less Class Counsel Fees, Administration Expenses and the Honorarium;

Opt-Out Deadline means the date to be specified in the First Notice which shall be at least 60 days after the date on which the First Notice is last published in the Newspapers.

Opt-Out Form means the documents, as approved by the Court, in English which shall substantially be in accordance with the documents, that if properly completed and submitted by a Class Member to the O&O Administrator before the expiry of the Opt-Out Deadline, excludes that Class Member from the Class, the Action and participation in the Settlement.

Opt-Out Party means any person who would otherwise be a Class Member who validly opts-out of the Action.

Opt-Out Threshold means the confidential threshold stated in the Settlement Term Sheet, which if exceeded gives the Defendants the option to withdraw from and terminate the Agreement as further explained in Section 11.4 herein.

Opting Out means properly completing and submitting an Opt-Out Form and all necessary Supporting Documents specified in Section 11.2 of the Agreement before the expiry of the Opt-Out Deadline.

 OSA means the Ontario Securities Act, RSO 1990, c. S.5, as amended.

Parties means the Plaintiff and the Defendants.

Plaintiff means LBP Holdings Ltd.

Plan of Allocation means the plan, as approved by the Court, which shall substantially be in accordance with the plan.

Plan of Notice means the plan for disseminating the First Notice and the Second Notice to the Class, as approved by the Court, which shall substantially be in accordance with the plan.

Pro Rata Distribution (August Disclosure) means the Distribution to Authorized Claimants in respect of their Qualified Shares (August Disclosure), calculated in accordance with this Plan of Allocation, the Agreement and any order of the Court;

Pro Rata Distribution (July Disclosure) means the Distribution to Authorized Claimants in respect of their Qualified Shares (July Disclosure), calculated in accordance with this Plan of Allocation, the Agreement and any order of the Court;

Qualified Shares means Shares purchased or acquired pursuant to the SPO during its distribution period from May 9, 2013 ending May 17, 2013, and continued to be held until at least the close of trading on July 21, 2013;

Qualified Shares (August Disclosure) means Qualified Shares disposed of or held after the close of trading on August 2, 2013;

Qualified Shares (July Disclosure) means Qualified Shares disposed of between the close of trading on July 21, 2013 and the close of trading on August 2, 2013;

Referee means Avram Joseph of Avram Joseph Law, or such other person or persons appointed by the Court to serve in that capacity;

Reference means the procedure by which a Claimant who disagrees with the Administrator’s decision relating to their eligibility for compensation, the determination of the number of Qualified Shares, or the amount of their Maximum Entitlement (July Disclosure) and/or Maximum Entitlement (August Disclosure), may appeal the Administrator’s decision and have it reviewed by the Referee;

Released Claims (or Released Claim in the singular) means any and all manner of claims, demands, actions, suits, causes of action, whether class, individual or otherwise in nature, whether personal or subrogated, for damages whenever and wherever incurred, and rights and liabilities of any nature whatsoever, including interest, costs, expenses, administration expenses, penalties, Class Counsel Fees and lawyers’ fees, whether known or unknown, suspected or unsuspected, in law, under statute, in equity, at common law or civil law, or under any other law, rule or regulation that the Releasors, or any of them, whether directly, indirectly, derivatively, or in any other capacity, ever had, now have, or hereafter can, shall, or may have as against the Releasees relating or connected in any way to the purchase, sale, retention, pricing, marketing or distributing of Shares, or to any conduct alleged, or that could have been alleged, in the Action, including, without limitation, any such claims that have been asserted, would have been asserted or could have been asserted in any forum whether in Canada or elsewhere, as a result of or in any way connected with the purchase, retention or sale, or lack of purchase or sale, of Shares in the Class Period.

Releasees means the Defendants and their past and present affiliates, and subsidiaries, including with respect to Dundee Securities Ltd. and Echelon Wealth Partners Inc., each of their current and former parents, affiliates and subsidiaries, and each of their respective current and former insurers, reinsurers, insurance brokers, directors, officers, partners, employees, agents, trustees, servants, parents, consultants, underwriters, lenders, advisors, lawyers, representatives, successors, predecessors, assigns and each of their respective heirs, executors, administrators, guardians, estates, trustees, successors and assigns as is applicable.

Releasors means, jointly and severally, the Plaintiff, the Class Members (excluding those who validly opt-out), including any person having a legal and/or beneficial interest in the Shares purchased or acquired by these Class Members and their respective predecessors, affiliates, subsidiaries, directors, officers, employees, partners, parents, agents, trustees, servants, consultants, underwriters, lenders, shareholders, advisors, representatives, lawyers, heirs, executors, administrators, guardians, estate trustees, successors and assigns, as the case may be.

Second Motion means the motions brought in the Court for an order:

  1. approving the Settlement;
  2. appointing the Administrator and the Referee;
  3. approving the Second Notice;
  4. approving the Plan of Allocation;
  5. approving the Claim Form;
  6. setting the Claims Bar Deadline;
  7. dismissing the Action without costs and with prejudice; and
  8. approving Class Counsel Fees.

Second Notice means notice to the Class in a form to be approved by the Court, which shall substantially be in accordance with the notice.

Second Order means the order made by the Court granting the relief sought on the Second Motion, substantially in the form of the order.

Settlement means the settlement provided for in this Agreement.

Settlement Amount means USD $4,375,000;

Settlement Term Sheet means the settlement term sheet executed by the Parties on January 13, 2021.

Shares means common shares of Hycroft that were disposed of pursuant to the SPO;

SPO means Hycroft’s secondary public offering by way of a final short-form prospectus dated May 9, 2013, in the form of a bought deal, available for distribution from May 9, 2013 to May 17, 2013;

Supporting Documents means true copies of (i) statements confirming the acquisition and/or subscription of Qualified Shares, and/or (ii) all trade confirmation slips in respect of the disposition or sale transactions, or monthly statements, for Qualified Shares (July Disclosure), and/or (iii) all trade confirmation slips in respect of the disposition or sale transactions, or monthly statements, for Qualified Shares (August Disclosure) up to and including August 8, 2013.;

Total Claims (August Disclosure) means the aggregate of all Authorized Claimants’ Maximum Entitlements (August Disclosure);

Total Claims (July Disclosure) means the aggregate of all Authorized Claimants’ Maximum Entitlements (July Disclosure);

Transfer Agent means Computershare Trust Company and Computershare Investor Services Inc.

Underwriter Defendants means Cormark Securities Inc. and Dundee Securities Ltd. (now known as Echelon Wealth Partners Inc.)