Coeur agrees that, as soon as practicable but in no event later than 30 calendar days after the Closing Date (the “Filing Deadline”), Coeur will file with the SEC a registration statement registering the resale of the Acquired Coeur Shares (the “Registration Statement”).  Coeur shall use commercially reasonable efforts to cause the Registration Statement to become automatically effective or, if an automatic registration is not available to Coeur, to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof; provided, that Coeur’s obligations to include the Acquired Coeur Shares for resale in the Registration Statement are contingent upon Orion furnishing in writing to Coeur such information regarding Orion, the securities of Coeur held by Orion and the intended method of disposition of such Acquired Coeur Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by Coeur to effect the registration of such Acquired Coeur Shares, and shall execute such documents in connection with such registration as Coeur may reasonably request that are customary of a selling stockholder in similar situations; provided, that Orion shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Coeur Shares.  Any failure by Coeur to file the Registration Statement by the Filing Deadline or to effect such Registration Statement shall not otherwise relieve Coeur of its obligations to file or effect the Registration Statement as set forth above in this Section 7.  Coeur will provide a draft of the Registration Statement to Orion for review at least two business days in advance of filing the Registration Statement.  In no event shall Orion be identified as a statutory underwriter in the Registration Statement unless specifically requested by the SEC or another regulatory agency; provided, that if the SEC or another regulatory agency requests that Orion be identified as a statutory underwriter in the Registration Statement, Orion will have the opportunity to withdraw from the Registration Statement upon prompt written request to Coeur.  For the avoidance of doubt, any references in this Section 7 to Orion shall include Orion’s permitted assignee(s) from and after any such assignment.

In the case of the registration, qualification, exemption or compliance effected by Coeur pursuant to this Agreement, Coeur shall, upon reasonable request, inform Orion as to the status of such registration, qualification, exemption and compliance.  At its expense, Coeur shall:

except for such times as Coeur is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which Coeur determines to obtain, continuously effective with respect to Orion, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earliest of the following: (i) the third anniversary of the Closing, (ii) the date on which Orion ceases to hold any Acquired Coeur Shares or (iii) on the first date on which Orion is able to sell all of its Acquired Coeur Shares under Rule 144 without limitation as to the amount of such securities that may be sold and without the requirement for Coeur to be in compliance with the current public information requirement under Rule 144.

advise Orion within three business days:

when a Registration Statement or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective amendment thereto has become effective;

of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information;

after it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

of the receipt by Coeur of any notification with respect to the suspension of the qualification of the Acquired Coeur Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

subject to the provisions in this Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus included therein so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

For not more than 45 consecutive days or for a total of not more than 90 days in any 12 month period, Coeur may suspend the use of any Registration Statement or related prospectus contemplated by this Section 7 in the event that Coeur determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning Coeur, the disclosure of which at the time is not, in the good faith opinion of Coeur and upon the advice of legal counsel, in the best interests of Coeur or (ii) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that Coeur shall promptly (and no later than one business day after the occurrence of the event causing the Allowed Delay) (A) notify Orion in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Orion) disclose to such Orion any material non-public information giving rise to an Allowed Delay, (B) advise Orion in writing to cease all sales under the Registration Statement until the end of the Allowed Delay, and (C) use commercially reasonable efforts to terminate an Allowed Delay as promptly as reasonably practicable.

Coeur shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless Orion (to the extent a seller under the Registration Statement), the officers, directors, trustees, agents, partners, members, managers, stockholders, affiliates, employees and investment advisers of each of them, each person who controls Orion (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person, to the fullest extent permitted by Applicable Law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except insofar as and to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding Orion furnished in writing to Coeur by or on behalf of Orion expressly for use therein.  Coeur shall notify Orion promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7 of which Coeur is aware.

Orion shall indemnify and hold harmless Coeur, its directors, officers, agents and employees, each person who controls Coeur (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by Applicable Law, from and against all Losses, as incurred, arising out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding Orion furnished in writing to Coeur by or on behalf of Orion expressly for use therein.  In no event shall the liability of Orion under this Section 7(e) be greater in amount than the dollar amount of the net proceeds received by Orion upon the sale of the Acquired Coeur Shares giving rise to such indemnification obligation.  Orion shall notify Coeur promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7(e) of which Orion is aware.

Any person or entity entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided, that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (2) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.  If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed).  An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.  No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such indemnified party and shall survive the transfer of the Acquired Coeur Shares.

If the indemnification provided under this Section 7 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.  The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by or on behalf of, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action.  The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this Section 7, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7(h) from any person who was not guilty of such fraudulent misrepresentation.  Any contribution pursuant to this Section 7(h) shall be limited in amount to the amount of net proceeds from the sale of such Acquired Coeur Shares giving rise to such contribution obligation.

The Shareholder is the registered and/or direct or indirect beneficial owner of, or exercises control or direction over, issued and outstanding common shares (the “Common Shares”) in the capital of Victoria Gold Corp. (the “Company”) and securities (“Convertible Securities”) convertible or exchangeable into, or exercisable to acquire, Common Shares, as set out under the heading “Current Number of Securities” in Appendix I hereto;

Coeur and the Shareholder have entered into a purchase agreement dated the date hereof (the “Purchase Agreement”) pursuant to which, among other things, the Shareholder has agreed to sell and Coeur or one of its Affiliates (as defined herein) has agreed to acquire 11,067,714 Common Shares, representing approximately 17.8% of the common stock of the Company (the “Acquired Shares”), based on the most recent public disclosure of the Company;

Following the completion of the transactions contemplated by the Purchase Agreement, the Shareholder will be the registered and/or direct or indirect beneficial owner of, or exercises control or direction over, the Common Shares and Convertible Securities, as set out under the heading “Post-Closing Number of Securities” in Appendix I hereto (the “Retained Securities”);

The Shareholder understands that Coeur may consider an offer, proposal or transaction that would result in (i) the acquisition by Coeur of voting securities of the Company  representing more than fifty percent (50%) of votes represented by all issued and outstanding voting securities of the Company, or (b) the acquisition by Coeur of all or substantially all of the assets and properties of the Company on a consolidated basis (a “Transaction”, and if the same is undertaken by a person other than Coeur, an “Alternative Transaction”); and

This Agreement sets out the terms and conditions of the Shareholder’s agreement to (i) support a Transaction if Coeur determines to pursue such and (ii) deposit or cause to be deposited, or vote or cause to be voted, as applicable, the Common Shares, as set out under the heading “Post-Closing Number of Securities” in Appendix I, and all Common Shares subsequently legally or beneficially acquired by the Shareholder or over which the Shareholder will have control or direction, including Common Shares acquired upon exercise or exchange of Convertible Securities (collectively and with the Retained Securities, the “Subject Securities”) in favour of such Transaction.

Representations and Warranties of the Shareholder

Organization. The Shareholder is a corporation duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.

Authorization. The Shareholder has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herein.  The execution, delivery and performance by the Shareholder of this Agreement and the consummation by the Shareholder of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action.  This Agreement has been duly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery hereof and thereof by Coeur, constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

Ownership, etc. The Shareholder is either (i) the legal and beneficial owner of, or (ii) the beneficial owner exercising control and direction over (but not the holder of record of) all of the Subject Securities. The only securities of the Company legally or beneficially owned by the Shareholder, or over which the Shareholder exercises control or direction, are those listed under the heading “Current Number of Securities” on Appendix I hereto and the gold options certificate dated April 13, 2018 between the Shareholder and the Company (the “Gold Option”). For greater certainty, the term “Subject Securities” as used herein, includes the Common Shares and Convertible Securities listed on Appendix I and any securities of the Company into which the Convertible Securities may be converted through the exercise, conversion or exchange of the Convertible Securities but does not include the Gold Option. Except for the securities set out under the heading “Post-Closing Number of Securities” in Appendix I, the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder or transfer to the Shareholder of additional securities of the Company.

Good Title. If the Subject Securities are transferred to Coeur, the Subject Securities will be transferred to and acquired by Coeur or its Affiliates with good and marketable title, free and clear of any and all encumbrances in accordance with the terms of the Transaction. Other than the Shareholder Rights Agreement dated June 25, 2019 between the Shareholder and the Company, the Subject Securities are not subject to any securityholders’ agreement, voting trust or similar agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming a securityholders’ agreement, voting trust or other agreement affecting the Subject Securities or the ability of the Shareholder (or, after any acquisition of the Subject Securities by Coeur, Coeur) to exercise all ownership rights thereto, including the voting of any such Subject Securities or any securities of the Company for which the Subject Securities may be exercised, converted or exchanged.

No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, requisition or transfer from the Shareholder, or any registered holder of the Subject Securities or any other person, of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement. Other than as disclosed in writing by the Shareholder to Coeur, there does not exist any agreement, understanding or commitment giving rise to any obligations, financial or otherwise, on the part of the Company or any of its Affiliates to the Shareholder, or any Affiliates of the Shareholder, as applicable (or any Associates or Insiders) (as such foregoing capitalized terms are defined in the Securities Act (Ontario)).

No Proceeding Pending. There is no claim, action, lawsuit, arbitration, mediation or other proceeding pending or threatened against the Shareholder, that relates or could relate to this Agreement or otherwise materially impairs or could materially impair the ability of the Shareholder to consummate the transactions contemplated hereby or the title of the Shareholder to any of the Subject Securities.

Consents. There is no requirement of the Shareholder to make any filing with, give any notice to, or obtain any permit, licence, sanction, ruling, order, exemption or consent, approval or waiver of, any governmental authority or other person (including the lapse, without objection, of a prescribed time under applicable laws that states that a transaction may be implemented if a prescribed time lapses following the giving of notice) as a condition to the lawful completion of the transactions contemplated by this Agreement, or the execution and delivery by the Shareholder and enforcement against the Shareholder of this Agreement.

Sophisticated Seller. The Shareholder has independently and without reliance upon Coeur, and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that Coeur has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement.

Representations and Warranties of Coeur

Organization. Coeur is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

Authorization. Coeur has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herein. The execution, delivery and performance by Coeur of this Agreement and the consummation by Coeur of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action.  This Agreement has been duly executed and delivered by Coeur and, assuming due authorization, execution and delivery hereof and thereof by the Shareholder, constitutes a legal, valid and binding obligation of Coeur, enforceable against Coeur in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

General

not acquire additional Common Shares, except pursuant to an issuance of newly issued Common Shares by the Company at any time prior to any announcement by the Company that it has entered into, or proposes to enter into, a Transaction or an Alternative Transaction;

not sell or transfer any right or interest (legal or equitable) in, grant an option on, pledge, encumber, grant any encumbrance on or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to, any of the Subject Securities, to any person or group (except to Coeur or any of its Affiliates, or to an affiliate of the Shareholder), or agree to do any of the foregoing; and

not do indirectly that which it may not do directly in respect of the restrictions on its rights with respect to the Subject Securities pursuant to this Article 2.

Acknowledgement

Common Shares

if the Transaction is an offer that is supported by a majority of the Board of Directors, deposit or cause to be deposited with the depositary under such offer, all of the Subject Securities, as applicable, on or before the tenth (10th) business day prior to the last day permitted for the deposit of securities under such offer, together with all duly completed and executed letters of transmittal (as applicable), and not withdraw such deposited Subject Securities except in accordance with this Agreement; or

if the Transaction is an amalgamation, arrangement or other transaction requiring a vote of approval by shareholders of the Company that is supported by a majority of the Board of Directors, vote or cause to be voted, and to cause all acts and things to be done to vote or cause to be voted the Subject Securities, as applicable, in favour of such Transaction at any meeting related thereto and pursuant thereto to duly complete and cause forms of proxy in respect of all of the Subject Securities, as applicable, and any other documents required in accordance with the Transaction, to be validly delivered in support of the Transaction on or before the tenth (10th) business day prior to the last day permitted for the delivery of Proxies, and not withdraw such forms of proxy except in accordance with this Agreement.

Termination

at any time upon the written agreement of Coeur and the Shareholder;

by Coeur by written notice to the Shareholder if the Shareholder is in material breach of any representation, warranty or covenant of the Shareholder contained herein;

automatically upon the earliest to occur of:

October 31, 2021, provided that if Coeur and the Company have executed a definitive agreement in support of a Transaction, the date of October 31, 2021 shall be extended until the earlier of: (A) closing of such Transaction, (B) termination in accordance with such definitive agreement, or (C) the date that is six (6) months following the date of such definitive agreement,

Coeur informing the Company in writing that it is no longer pursuing a Transaction, and for greater certainty, Coeur agrees that it shall immediately provide notice to the Shareholder if it so informs the Company,

Coeur transferring, selling or otherwise disposing of any of the Acquired Shares, other than to an Affiliate, prior to the closing of a Transaction,

Coeur not filing a Registration Statement by the Filing Deadline (as each term is defined in the Purchase Agreement) on and subject to the terms as set out in Section 7 of the Purchase Agreement,

the business day before the date on which the Shareholder is required to cast its vote in connection with an Alternative Transaction that is an amalgamation, arrangement or other transaction requiring a vote of approval by shareholders of the Company that is supported by a majority of the Board of Directors, and

the date on which the Shareholder enters into a support agreement in respect of an Alternative Transaction that is supported by a majority of the Board of Directors and for which the Company or the Board of Directors has received a fairness opinion from a reputable financial advisor.

Effect of Termination

No Obligation

Disclosure

Further Assurances

Assignment

Survival

Time

Currency

Governing Law

Entire Agreement and Schedules

Amendment and Modification

Specific Performance and Injunctions

Common Shares

Headings, etc.

Notices

if to the Shareholder, at the address set out in Appendix I

if to Coeur:

Severability

Nature of Support Agreement

Definitions, Gender and Number

Benefit of the Agreement

Fees and Expenses

Counterparts