PROPOSED TORONTO LISTING AND MERGER WITH GOLDEN HARP RESOURCES INC TO FORM AMERICANO MINING INC.

Transcription

1 ASX Announcement 19 March 2018 PROPOSED TORONTO LISTING AND MERGER WITH GOLDEN HARP RESOURCES INC TO FORM AMERICANO MINING INC. Beadell Resources Limited (Beadell or Company) is pleased to announce that a definitive agreement has been reached with Golden Harp Resources Inc. (Golden Harp) (TSXV:GHR-H.V) of Canada to merge the companies via an Australian scheme of arrangement transaction. The new merged entity, to be named Americano Mining Inc., will apply to be listed on the Australian Securities Exchange (ASX) as well as retain its listing on the TSX Venture exchange (TSXV). A Canadian listing is important for the company as the TMX (including the Toronto Stock Exchange and the TSXV) is considered a global leader for mining companies. The listing will improve exposure to North American capital markets with increased liquidity and analyst coverage. It is a natural progression for Beadell as there is an extensive peer group of Latin American focused gold exploration, development and production companies Beadell has determined that the proposed merger is the preferred means of achieving a listing of the Company s shares on the TSXV as the Company continues to grow towards its goal of becoming an Americas focussed intermediate gold producer. The proposed merger is subject to, among other things, approval by Beadell and Golden Harp shareholders, court approval and regulatory (including FIRB) approvals. The principal terms of the merger include: Golden Harp will undertake a private placement of common shares. The placement will raise approximately CAD$4 million. The main subscribers to the placement will be Sprott Inc. (Sprott), certain investment entities managed by Sprott and entities associated with the Lundin family. Golden Harp will seek shareholder approval for a 1 for 11 consolidation of its issued capital, the issue of the scheme consideration and certain other matters related to the merger. Golden Harp shareholders holding 41.2% of Golden Harp shares have entered voting support agreements pursuant to which they have undertaken to vote in favour of the required Golden Harp resolutions. Beadell shareholders, via a Scheme of Arrangement, will exchange fully paid ordinary Beadell shares for one post consolidation Golden Harp common share (either in the form of CHESS Depositary Interests (CDIs) or, if a shareholder elects, Golden Harp common shares) such that at the completion of the proposed merger existing Beadell shareholders will hold approximately 94.5% of the issued capital of Golden Harp. The issued capital of Golden Harp at the completion of the proposed merger will be approximately 92 million shares. ASX ANNOUNCEMENT

2 Golden Harp will be renamed Americano Mining Inc. and will apply for listing on the ASX through the admission to quotation of the CDIs (which will be subject to the ASX listing and admission process). Once the transaction is complete it is anticipated that Americano Mining Inc. will trade on both the TSXV and the ASX. A copy of the scheme implementation deed setting out the full terms of the merger is attached to this announcement. The board of Directors of Americano Mining Inc. will be as follows: o Chairman o President & CEO o Non-executive Directors Craig Readhead Simon Jackson Nicole Adshead-Bell Brant Hinze Timo Jauristo Adam Lundin Mr Adam Lundin will join the existing Beadell Board members on the Board of Americano. He brings a recognised legacy and years of international finance and capital markets experience to Americano. Adam started his career at a number of Lundin Group companies around the globe before moving into finance and ultimately becoming co-lead of Pareto Securities highly-successful London office. He is currently President and CEO of Filo Mining Inc (TSXV:FIL), which owns the Filo de Sol Copper- Gold-Silver project in the high Andes of Chile and Argentina. The head office of Americano will remain in West Perth, Western Australia. The Company will also have an office in Toronto, Canada. Commenting on the proposed merger, Simon Jackson, Beadell Managing Director and CEO said We are pleased to have reached an agreement with Golden Harp that will benefit both companies shareholders. It has long been my view that the Tucano mine needs to be listed in Canada along with the vast majority of South American gold developers and producers. We are delighted to have received the support of Sprott and the Lundin family as they become new shareholders of Americano. These new shareholders bring extensive market following and experience to the Tucano story and we look forward to growing Americano into an intermediate gold producer. I am also very pleased that Adam Lundin has agreed to join the Board of Americano and we look to leveraging his industry and capital markets experience as we focus on delivering on our long term strategy. The Beadell board unanimously recommends that Beadell shareholders vote in favour of the merger, in the absence of a superior proposal and subject to an independent expert s report concluding that the merger is in the best interests of Beadell shareholders. Subject to the same qualifications, each Beadell director will vote (or procure the voting of) all shares they own or control in favour of the merger. Based on the current timetable, Beadell intends to implement the merger in the second quarter of calendar ADVISORS Beadell s financial advisor is CIBC World Markets Inc. ASX ANNOUNCEMENT 2

3 Herbert Smith Freehills acted as Australian legal Counsel to Beadell and Blake Cassels and Graydon acted as Canadian legal counsel Golden Harp s Canadian legal counsel is Armstrong Simpson and Australian Legal Counsel is Hopgood Ganim. ABOUT BEADELL Beadell owns and operates the Tucano gold mine in Amapa State, in the north of Brazil. Tucano sits within an extensive land package of 2,500km2 of highly prospective, under explored greenstone belt. FOR FURTHER INFORMATION PLEASE CONTACT: PERTH TORONTO Simon Jackson CEO & Managing Director Graham Donahue Head of Corporate Development Greg Barrett CFO & Company Secretary T: info@beadellresources.com.au ASX ANNOUNCEMENT 3

4 Deed ASX RELEASE VERSION Scheme implementation deed Golden Harp Resources Inc Beadell Resources Ltd QV1 Building 250 St Georges Terrace Perth WA 6000 Australia GPO Box U1942 Perth WA 6845 Australia T F herbertsmithfreehills.com DX 104 Perth

5 Contents Table of contents 1 Definitions and interpretation Definitions Interpretation Deed components Agreement to proceed with the Transaction 2 3 Conditions Precedent and pre-implementation steps Conditions Precedent Reasonable endeavours Waiver of Conditions Precedent Termination on failure of Condition Precedent Certain notices relating to Conditions Precedent Transaction steps Scheme No amendment to the Scheme without consent Scheme Consideration Provision of Beadell Share information Implementation Beadell s obligations Golden Harp s obligations US security compliance Conduct of business by Beadell Conduct of business by Golden Harp Appointment of directors Beadell Board recommendation Conduct of Court proceedings Scheme Booklet content and responsibility statements Beadell Options Beadell Performance Rights Representations and warranties Golden Harp s representations and warranties Golden Harp s indemnity Beadell s representations and warranties Beadell s indemnity Qualifications on Beadell s representations, warranties and indemnities Qualifications on Golden Harp s representations, warranties and indemnities Survival of representations and warranties Survival of indemnities Timing of representations and warranties No representation or reliance Releases Beadell and Beadell directors and officers Golden Harp and Golden Harp directors and officers Deeds of indemnity and insurance Contents 1

6 Contents 8 Public announcement Announcement of the Transaction Public announcements Required disclosure Confidentiality Exclusivity No shop and no talk Fiduciary exception Notification of approaches Cease discussions Reimbursement Fee Background to Reimbursement Fee Reimbursement Fee triggers Payment of Reimbursement Fee Basis of Reimbursement Fee Compliance with law Reimbursement Fee payable only once Other Claims No Reimbursement Fee if Scheme Effective Termination Termination Termination for breach of representations and warranties Effect of termination Termination No other termination Duty, costs and expenses Stamp duty Costs and expenses GST Notices Form of Notice How Notice must be given and when Notice is received General Governing law and jurisdiction Service of process No merger Invalidity and enforceability Waiver Variation Assignment of rights No third party beneficiary Further action to be taken at each party s own expense Entire agreement Counterparts Relationship of the parties Contents 2

7 Contents Remedies cumulative Exercise of rights Schedules Schedule 1 Notice details 38 Schedule 2 Definitions and interpretation 39 Schedule 3 Golden Harp Representations and Warranties 62 Schedule 4 Beadell Representations and Warranties 64 Schedule 5 Capital details 67 Signing page 69 Attachment 1 Indicative Timetable Attachment 2 Scheme of arrangement Attachment 3 Deed poll Attachment 4 Conditions Precedent certificate Herbert Smith Freehills owns the copyright in this document and using it without permission is strictly prohibited Contents 3

8 Scheme implementation deed Date Between the parties Golden Harp Resources Inc BC of Suite 3123, 595 Burrard Street, Vancouver, BC V7X 1J1, Canada (Golden Harp) Beadell Resources Ltd ACN of Level 2, 16 Ord Street, West Perth WA 6005, Australia (Beadell) Recitals 1 The parties have agreed that Golden Harp will acquire all of the ordinary shares in Beadell by means of a scheme of arrangement under Part 5.1 of the Corporations Act between Beadell and the Scheme Shareholders. 2 The parties have agreed to implement the scheme of arrangement on the terms and conditions of this deed. This deed witnesses as follows: page 1

9 1 Definitions and interpretation 1.1 Definitions The meanings of the terms used in this deed are set out in Schedule Interpretation Schedule 2 contains interpretation rules for this deed. 1.3 Deed components This deed includes any schedule. 2 Agreement to proceed with the Transaction (c) Beadell agrees to propose the Scheme on and subject to the terms and conditions of this deed. Golden Harp agrees to assist Beadell to propose the Scheme on and subject to the terms and conditions of this deed. Beadell and Golden Harp agree to implement the Scheme on and subject to the terms and conditions of this deed. 3 Conditions Precedent and pre-implementation steps 3.1 Conditions Precedent Subject to this clause 3, the Scheme will not become Effective, and the respective obligations of the parties in relation to the implementation of the Scheme are not binding, until each of the following Conditions Precedent is satisfied or waived to the extent and in the manner set out in this clause 3. FIRB: one of the following has occurred: (1) Golden Harp has received written notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA), by or on behalf of the Treasurer of the Commonwealth of Australia (Treasurer), advising that the Commonwealth Government has no objections to the Transaction either unconditionally or on terms that are acceptable to Golden Harp (acting reasonably); (2) the Treasurer becomes precluded by the passage of time from making an order or decision under Part 3 of the FATA in relation to the Transaction and the Transaction is not prohibited by section 82 of the FATA; or page 2

10 3 Conditions Precedent and pre-implementation steps (c) (d) (e) (f) (g) (h) (i) (j) (3) where an interim order is made under section 68 of the FATA in respect of the Transaction, the subsequent period for making an order or decision under Part 3 of the FATA elapses without the Treasurer making such an order or decision; Scheme Regulatory Approvals: before 5.00pm on the Business Day before the Second Court Date, all other Regulatory Approvals which are necessary, or which the parties agree are desirable, to implement the Scheme have been issued and received (as applicable) (Scheme Regulatory Approvals) and such Scheme Regulatory Approvals remain in full force and effect in all respects and do not become subject to any notice, intimation or indication of intention to revoke, suspect, restrict, modify or not renew the same. Beadell shareholder approval: Beadell Shareholders (other than Excluded Shareholders) agree to the Scheme at the Scheme Meeting by the requisite majorities under subparagraph 411(4)(ii) of the Corporations Act. Golden Harp shareholder approval of the Consolidation and Scheme Consideration: Golden Harp shareholders approve: (1) the Consolidation; and (2) the issuance of the Scheme Consideration, at a shareholders meeting by the requisite majorities required by applicable law and the requirements of the TSXV. Golden Harp shareholder approval of Private Placement, Golden Harp Debt Settlement and Golden Harp Option Plan: Golden Harp shareholders approve: (1) the Private Placement; (2) the Golden Harp Debt Settlement; and (3) the Golden Harp Option Plan, at a shareholders meeting by the requisite majorities required by applicable law and the requirements of the TSXV. Cancellation of Beadell Options: before 8:00am on the Second Court Date, Beadell Optionholders have entered into deeds with respect to all of the Beadell Options held by those Beadell Optionholders as contemplated by clause Implementation of Consolidation, Private Placement, Golden Harp Debt Settlement and Golden Harp Option Plan: Golden Harp has implemented the Consolidation, Private Placement, Golden Harp Debt Settlement and Golden Harp Option Plan. Independent Expert: the Independent Expert issues an Independent Expert s Report which concludes that the Scheme is in the best interest of Beadell Shareholders before the time when the Scheme Booklet is registered by ASIC. Court approval: the Court approves the Scheme in accordance with paragraph 411(4) of the Corporations Act and an office copy of the Court order is lodged with ASIC as contemplated by subsection 411(1) of the Corporations Act. Restraints: between (and including) the date of this deed and 8.00am on the Second Court Date: (1) there is not in effect any temporary, preliminary or final order, injunction, decision or decree issued by any court of competent jurisdiction or other Government Agency, or other material legal restraint or prohibition; page 3

11 3 Conditions Precedent and pre-implementation steps (k) (l) (m) (n) (o) (p) (q) (r) (2) no action or investigation is announced, commenced or threatened by any Government Agency; and (3) no application is made to any Government Agency, in consequence of, or in connection with, the Scheme which: (4) restrains, prohibits or otherwise materially adversely affects (or could reasonably be expected to restrain, prohibit or otherwise materially adversely affect) the Scheme, completion of the Transaction or the rights of Golden Harp in respect of Beadell or the Beadell Shares to be acquired under the Scheme; or (5) requires the divestiture by Golden Harp of any Beadell Shares or the divestiture of any assets of the Golden Harp Group or the Beadell Group, unless such order, injunction decision, decree, action, investigation or application has been disposed of to the satisfaction of Golden Harp acting reasonably, or is otherwise no longer effective or enforceable, by 8.00am on the Second Court Date. No Beadell Prescribed Occurrence or Beadell Regulated Event: no Beadell Prescribed Occurrence or Beadell Regulated Event occurs between (and including) the date of this deed and 8.00am on the Second Court Date. No Golden Harp Prescribed Occurrence or Golden Harp Regulated Event: no Golden Harp Prescribed Occurrence or Golden Harp Regulated Event occurs between (and including) the date of this deed and 8.00am on the Second Court Date. No Beadell Material Adverse Change: no Beadell Material Adverse Change occurs, is more likely than not to occur, or is discovered, announced, disclosed or otherwise becomes known to Golden Harp, between (and including) the date of this deed and 8.00am on the Second Court Date. No Golden Harp Material Adverse Change: no Golden Harp Material Adverse Change occurs, is more likely than not to occur, or is discovered, announced, disclosed or otherwise becomes known to Beadell, between (and including) the date of this deed and 8.00am on the Second Court Date. TSXV approval: the TSXV has approved the acquisition of the Beadell Shares by Golden Harp pursuant to the Scheme. ASX Quotation: the New Golden Harp Shares in the form of CDIs to be issued pursuant to the Scheme have, before 8:00 am on the Second Court Hearing Date, been approved for official quotation on the ASX subject only to any conditions which ASX may reasonably require and to the Scheme becoming Effective and such approval remains in full force and effect in all respects and does not become subject to any notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew the same. No breach: neither party is in breach, in any material respect, of its obligations under clause 5 or any of its other obligations under this deed at 5.00pm on the Business Day before the Scheme Meeting and at 8.00am on the Second Court Date. Continuous disclosure: between (and including) the date of this deed and 8.00am on the Second Court Date, Golden Harp or Beadell do not become aware of any matter, event, action or circumstance: (1) that is materially adverse in relation to a Beadell Group Member or a Golden Harp Group Member (respectively); page 4

12 3 Conditions Precedent and pre-implementation steps (s) (2) in respect of which Beadell or Golden Harp has not complied with their disclosure obligations under Listing Rule 3.1 (in respect of Beadell) or any applicable law, rule or regulation, including the listing or exchange rules of the TSXV (in respect of Golden Harp) at any time; and (3) that was not previously Fairly Disclosed to Golden Harp or Beadell (respectively). Register as foreign company: Golden Harp has, before 8:00 am on the Second Court Hearing Date, been registered as a foreign company with ASIC in accordance with the Corporations Act. 3.2 Reasonable endeavours (c) (d) (e) Beadell must, to the extent it is within its power to do so, use all commercially reasonable endeavours to procure that each of the Conditions Precedent in clauses 3.1(c), 3.1(f), 3.1(h), 3.1(k) and 3.1(m) is satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied. Golden Harp must, to the extent it is within its power to do so, use all commercially reasonable endeavours to procure that each of the Conditions Precedent in clauses 3.1(d), 3.1(e), 3.1(g), 3.1(l), 3.1(n), and 3.1(o), are satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied. Each party must, to the extent it is within its respective power to do so, use all commercially reasonable endeavours to procure that: (1) the Conditions Precedent in clause 3.1, 3.1, 3.1(p) and 3.1(s) are satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied; and (2) there is no occurrence within its control or the control of any of its Subsidiaries that would prevent any of the Conditions Precedent in clause 3.1 being or remaining satisfied. For the avoidance of doubt, Beadell will not be in breach of its obligations under clause 3.2 or clause 3.2(c) to the extent that it takes an action or omits to take an action in response to a Competing Proposal as permitted by clause 10. Without limiting this clause 3.2 or 3.1(s) and except to the extent prohibited by a Government Agency, each party must: (1) promptly apply for all relevant Regulatory Approvals (as applicable) and provide to the other party a copy of all those applications; (2) take all steps it is responsible for as part of the Regulatory Approval process, including responding to requests for information from the relevant Government Agencies at the earliest practicable time; (3) keep the other party informed of progress in relation to each Regulatory Approval (including in relation to any material matters raised by, or conditions or other arrangements proposed by, or to, any Government Agency in relation to a Regulatory Approval) and provide the other party with all information reasonably requested in connection with the applications for, or progress of, the Regulatory Approvals; page 5

13 3 Conditions Precedent and pre-implementation steps (f) (4) consult with the other party in advance in relation to the progress of obtaining, and all material communications with Government Agencies regarding any of, the Regulatory Approvals; and (5) provide the other party with all assistance and information that it reasonably requests in connection with an application for a Regulatory Approval to be lodged by that other party. Beadell agrees that it will pay the application fee payable to FIRB in connection with the application contemplated by clause 3.1 and the application fee payable to ASX in connection with the application contemplated by clause 3.1(p). 3.3 Waiver of Conditions Precedent (c) (d) (e) (f) The Conditions Precedent in clauses 3.1, 3.1, 3.1(c), 3.1(d), 3.1(i), 3.1(o) and 3.1(s) cannot be waived. The Conditions Precedent in clauses 3.1(k) and 3.1(m) are for the sole benefit of Golden Harp and may only be waived by Golden Harp (in its absolute discretion) in writing. The Conditions Precedent in clauses 3.1(e), 3.1(g), 3.1(h), 3.1(l) and 3.1(n) are for the sole benefit of Beadell and may only be waived by Beadell (in its absolute discretion) in writing. The Conditions Precedent in clauses 3.1(f), 3.1(j), 3.1(p), 3.1(q) and 3.1(r) are for the benefit of both parties and may only be waived by written agreement between Golden Harp and Beadell (in each case in their respective absolute discretion). If a party waives the breach or non-satisfaction of any of the Conditions Precedent in clause 3.1, that waiver does not prevent that party from suing the other party for any breach of this deed that resulted in the breach or nonsatisfaction of the relevant Condition Precedent. Waiver of a breach or non-satisfaction in respect of one Condition Precedent does not constitute: (1) a waiver of breach or non-satisfaction of any other Condition Precedent resulting from the same event; or (2) a waiver of breach or non-satisfaction of that Condition Precedent resulting from any other event. 3.4 Termination on failure of Condition Precedent If: (1) there is an event or occurrence that would, or does, prevent any of the Conditions Precedent being satisfied; (2) there is an event or occurrence that would, or does, prevent any of the Conditions Precedent being satisfied by the time and date specified in this deed for the satisfaction of that Condition Precedent or such Condition Precedent is otherwise not satisfied by that time and date; or (3) it becomes more likely than not that the Scheme will not become Effective on or before the End Date, the parties must consult in good faith to: page 6

14 3 Conditions Precedent and pre-implementation steps (c) (d) (4) consider and, if agreed, determine, whether the Transaction may proceed by way of alternative means or methods; (5) consider changing and, if agreed, change, the date of the application made to the Court for an order under paragraph 411(4) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by Golden Harp and Beadell (being a date no later than five Business Days before the End Date), unless there is no reasonable prospect that the Condition Precedent will be satisfied before the End Date; or (6) consider extending and, if agreed, extend, the relevant date or End Date, respectively. Subject to clauses 3.4(c), 3.4(d) and 3.4(e), if the parties are unable to reach agreement under clause 3.4: (1) in the case of an event or occurrence contemplated by clause 3.4(1), within five Business Days after the date on which the notice under clause 3.5 is given; (2) in the case of an event or occurrence, or otherwise in the circumstances, contemplated by clause 3.4(2), by five Business Days before the time and date specified in this deed for the satisfaction of the relevant Condition Precedent; or (3) in the case of the circumstances contemplated by clause 3.4(3), by the End Date, then, unless: (4) the relevant Condition Precedent has been waived in accordance with clause 3.3; or (5) the party entitled to waive the relevant Condition Precedent in accordance with clause 3.3 confirms in writing to the other party that it will not rely on the event or occurrence that would or does prevent the relevant Condition Precedent from being satisfied, either party may terminate this deed without any liability to the other party because of that termination. For the avoidance of doubt, nothing in this clause 3.4 affects the obligation of Beadell to pay the Reimbursement Fee, if it is required to do so under clause 11. A party may not terminate this deed pursuant to clause 3.4 if: (1) the relevant occurrence or event, the failure of the Condition Precedent to be satisfied, or the failure of the Scheme to become Effective, arises out of a breach of clauses 3.1(s) or 3.5 by that party, although in such circumstances the other party may still terminate this deed; or (2) the relevant Condition Precedent is stated in clause 3.3 to be for the sole benefit of the other party. If the Condition Precedent in clause 3.1(c) is not satisfied only because of a failure to obtain the majority required by sub-subparagraph 411(4)(ii)(A) of the Corporations Act, then either party may by written notice to the other within three Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court s discretion in that sub-subparagraph, provided the party has, in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable page 7

15 4 Transaction steps (e) If approval is given, the Condition Precedent in clause 3.1(c) is deemed to be satisfied for all purposes. If the Court refuses to make an order approving the Scheme which satisfies the Condition Precedent in clause 3.1(i), at Golden Harp s request Beadell must appeal the Court s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Date). Beadell may bring an appeal even if not requested by Golden Harp. If any such appeal is undertaken at the request of Golden Harp, Golden Harp will bear Beadell s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Beadell without the prior request from Golden Harp, each party will bear its own costs of the appeal unless the parties otherwise agree. 3.5 Certain notices relating to Conditions Precedent If a party becomes aware of: the satisfaction of a Condition Precedent or of any material progress towards such satisfaction, the happening of an event or occurrence that will, or would reasonably be likely to, prevent a Condition Precedent being satisfied before the time and date specified for its satisfaction (or being satisfied, if no such time and date is specified), it must advise the other orally and in writing, as soon as possible. 4 Transaction steps 4.1 Scheme Beadell must propose the Scheme to Beadell Shareholders. 4.2 No amendment to the Scheme without consent Beadell must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of, the Scheme without the prior written consent of Golden Harp. 4.3 Scheme Consideration Each Scheme Shareholder is entitled to receive the Scheme Consideration in respect of each Scheme Share held by that Scheme Shareholder in accordance with the terms of this deed and the Scheme. Subject to clause 4.3(c) and the terms of the Scheme, Golden Harp undertakes and warrants to Beadell (in its own right and on behalf of the Scheme Shareholders) that, in consideration of the transfer to Golden Harp of each Beadell Share held by a Scheme Shareholder under the terms of the Scheme, on the Implementation Date Golden Harp will: (1) accept that transfer; and page 8

16 5 Implementation (c) (2) provide to each Scheme Shareholder the Scheme Consideration for each Scheme Share in accordance with the terms of this deed and the Scheme. Where the calculation of the number of New Golden Harp Shares to be issued to a particular Scheme Shareholder (or the Custodian in respect of New Golden Harp Shares to be issued in the form of CDIs) would result in the Scheme Shareholder becoming entitled to a fraction of a New Golden Harp Share, the fractional entitlement will be rounded down to the nearest whole number of New Golden Harp Shares. 4.4 Provision of Beadell Share information In order to facilitate the provision of the Scheme Consideration, Beadell must provide, or procure the provision of, to Golden Harp or a nominee of Golden Harp a complete copy of the Beadell Share Register as at the Scheme Record Date (which must include the name, Registered Address and registered holding of each Scheme Shareholder as at the Scheme Record Date), within one Business Day after the Scheme Record Date. The details and information to be provided under clause 4.4 must be provided in such form as Golden Harp, its nominee or the Golden Harp Registry may reasonably require. 5 Implementation 5.1 Beadell s obligations Subject to any change of recommendation by the Beadell Board that is permitted by clause 5.7, Beadell must take all necessary steps to implement the Scheme as soon as is reasonably practicable and, without limiting the foregoing, use all commercially reasonable endeavours to ensure that each step in the Timetable is met by the relevant date set out beside that step (and must consult with Golden Harp on a regular basis about its progress in that regard), including doing any acts it is authorised and able to do on behalf of Beadell Shareholders, and including each of the following: (c) preparation of Scheme Booklet: subject to clauses 5.2 and 5.2, prepare and despatch the Scheme Booklet in accordance with all applicable laws (including the Corporations Act and the Corporations Regulations), RG 60 and the ASX Listing Rules; directors' recommendation: include in the Scheme Booklet a statement by the Beadell Board: (1) unanimously recommending that Beadell Shareholders (other than Excluded Shareholders) vote in favour of the Scheme in the absence of a Superior Proposal; and (2) that each Beadell Board Member will (in the absence of a Superior Proposal) vote, or procure the voting of, any Director Beadell Shares at the time of the Scheme Meeting in favour of the Scheme at the Scheme Meeting, unless there has been a change of recommendation permitted by clause 5.7; paragraph 411(17) statement: apply to ASIC for the production of: page 9

17 5 Implementation (d) (e) (f) (g) (h) (i) (j) (k) (l) (1) an indication of intent letter stating that it does not intend to appear before the Court on the First Court Date; and (2) a statement under paragraph 411(17) of the Corporations Act stating that ASIC has no objection to the Scheme; Court direction: apply to the Court for orders pursuant to subsection 411(1) of the Corporations Act directing Beadell to convene the Scheme Meeting; Scheme Meeting: convene the Scheme Meeting to seek Beadell Shareholders agreement to the Scheme in accordance with the orders made by the Court pursuant to subsection 411(1) of the Corporations Act; Beadell Information: prepare and provide to Golden Harp the Beadell Information for inclusion in the Golden Harp Information Circular, including all information regarding the Beadell Group required by all applicable laws (including the Business Corporations Act (British Columbia)) and any listing or exchange rules of the TSXV, and consent to the inclusion of that information (other than any information provided by Golden Harp to Beadell or obtained from Golden Harp s public filings on SEDAR regarding the Golden Harp Group contained in, or used in the preparation of, the information regarding the Merged Group) in the Golden Harp Information Circular; review of Golden Harp Information Circular: review the drafts of the Golden Harp Information Circular prepared by Golden Harp and provide comments on those drafts in good faith; accuracy of Beadell Information: confirm in writing to Golden Harp that the Beadell Information in the Golden Harp Information Circular (other than any information regarding the Golden Harp Group contained in, or used in the preparation of, the information regarding the Merged Group) does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement; update Beadell Information: until the date of the meeting of the Golden Harp shareholders, promptly provide to Golden Harp any information that arises after the Golden Harp Information Circular has been despatched to the Golden Harp shareholders that is necessary to ensure that the Beadell Information contained in the Golden Harp Information Circular does not contain any material statement that is false or misleading in a material respect, including because of any material omission from that statement; Court documents: consult with Golden Harp in relation to the content of the documents required for the purpose of each of the Court hearings held for the purpose of subsection 411(1) and paragraph 411(4) of the Corporations Act in relation to the Scheme (including originating process, affidavits, submissions and draft minutes of Court orders) and consider in good faith, for the purpose of amending drafts of those documents, comments from Golden Harp and its Related Persons on those documents; Court approval: (subject to all Conditions Precedent in clause 3.1, other than the Condition Precedent in clause 3.1(i), being satisfied or waived in accordance with this deed) apply to the Court for orders approving the Scheme as agreed to by the Beadell Shareholders (other than Excluded Shareholders) at the Scheme Meeting; certificate: at the hearing on the Second Court Date provide to the Court: (1) a certificate in the form of a deed (substantially in the form set out in Attachment 4) confirming whether or not the Conditions Precedent in clause 3.1 (other than the Condition Precedent in clause 3.1(i)) have been satisfied or waived in accordance with this deed, a draft of which page 10

18 5 Implementation (m) (n) (o) (p) (q) certificate must be provided by Beadell to Golden Harp by 4.00 pm on the date that is two Business Days prior to the Second Court Date; and (2) any certificate provided to it by Golden Harp pursuant to clause 5.2(l); lodge copy of Court order: lodge with ASIC an office copy of the Court order in accordance with subsection 411(10) of the Corporations Act approving the Scheme by no later than the Business Day after the date on which the Court order was made (or such later date as agreed in writing by Golden Harp); Scheme Consideration: if the Scheme becomes Effective, finalise and close the Beadell Share Register as at the Scheme Record Date, and determine entitlements to the Scheme Consideration, in accordance with the Scheme and the Deed Poll; transfer and registration: if the Scheme becomes Effective and subject to Golden Harp having issued the Scheme Consideration in accordance with the Scheme and Deed Poll: (1) execute, on behalf of Scheme Shareholders, instruments of transfer of the Scheme Shares to Golden Harp; and (2) register all transfers of the Scheme Shares to Golden Harp on the Implementation Date; consultation with Golden Harp in relation to Scheme Booklet: consult with Golden Harp as to the content and presentation of the Scheme Booklet including: (1) providing to Golden Harp drafts of the Scheme Booklet and the Independent Expert s Report for the purpose of enabling Golden Harp to review and comment on those draft documents. In relation to the Independent Expert s Report, Golden Harp s review is to be limited to a factual accuracy review; (2) taking all comments made by Golden Harp into account in good faith when producing a revised draft of the Scheme Booklet; (3) providing to Golden Harp a revised draft of the Scheme Booklet within a reasonable time before the Regulator s Draft is finalised and to enable Golden Harp to review the Regulator s Draft before the date of its submission; (4) obtaining written consent from Golden Harp for the form and content in which the Golden Harp Information appears in the Scheme Booklet; and (5) confirming in writing to Golden Harp that the Beadell Information in the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement; information: provide all necessary information, and procure that the Beadell Registry provides all necessary information, in each case in a form reasonably requested by Golden Harp, about the Scheme, the Scheme Shareholders and Beadell Shareholders to Golden Harp and its Related Persons, which Golden Harp reasonably requires in order to: (1) understand the legal and beneficial ownership of Beadell Shares, and canvass agreement to the Scheme by Beadell Shareholders, (including the results of directions by Beadell to Beadell Shareholders under Part 6C.2 of the Corporations Act); page 11

19 5 Implementation (r) (s) (t) (u) (v) (w) (x) (y) (z) (2) facilitate the Scheme Consideration; or (3) review the tally of proxy appointments and directions received by Beadell before the Scheme Meeting; ASIC review: keep Golden Harp informed of any matters raised by ASIC in relation to the Scheme Booklet or the Transaction, and use reasonable endeavours to take into consideration in resolving such matters any issues raised by Golden Harp; representation: procure that it is represented by counsel at the Court hearings convened for the purposes of subsection 411(1) and paragraph 411(4) of the Corporations Act; Independent Expert: promptly appoint the Independent Expert and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert s Report for inclusion in the Scheme Booklet (including any updates to such report) and any other materials to be prepared by the Independent Expert for inclusion in the Scheme Booklet (including any updates thereto); assistance: up to the Implementation Date and subject to obligations of confidentiality owed to third parties and undertakings to Government Agencies, provide Golden Harp and its Related Persons with reasonable access during normal business hours to information and personnel of the Beadell Group that Golden Harp reasonably requests for the purpose of collation and provision of the Golden Harp Information and implementation of the Transaction; compliance with laws: do everything reasonably within its power to ensure that the Transaction is effected in accordance with all applicable laws and regulations; listing: subject to clause 5.1(z), not do anything to cause Beadell Shares to cease being quoted on ASX or to become permanently suspended from quotation prior to implementation of the Transaction unless Golden Harp has agreed in writing; update Scheme Booklet: until the date of the Scheme Meeting, promptly update or supplement the Scheme Booklet with, or where appropriate otherwise inform the market by way of announcement of, any information that arises after the Scheme Booklet has been despatched that is necessary to ensure that the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement, and seek the Court s approval for the despatch of any updated or supplementary Scheme Booklet. Beadell must consult with Golden Harp as to the content and presentation of the updated or supplementary Scheme Booklet, or the market announcement, in the manner contemplated by clause 5.1(p); Merged Group information: prepare and promptly provide to Golden Harp any information regarding the Beadell Group that Golden Harp reasonably requires in order to prepare the information regarding the Merged Group for inclusion in the Scheme Booklet; and suspension of trading: apply to ASX to suspend trading in Beadell Shares with effect from the close of trading on the Effective Date. 5.2 Golden Harp s obligations Golden Harp must take all necessary steps to implement the Scheme as soon as is reasonably practicable and, without limiting the foregoing, use all reasonable endeavours page 12

20 5 Implementation to ensure that each step in the Timetable is met by the date set out beside that step (and must consult with Beadell on a regular basis about its progress in that regard), including doing each of the following: (c) (d) (e) (f) (g) Golden Harp Information: prepare and provide to Beadell the Golden Harp Information for inclusion in the Scheme Booklet, including all information regarding the Golden Harp Group, the Merged Group, and the Scheme Consideration required by all applicable laws (including the Corporations Act and the Corporations Regulations) and any listing or exchange rules of the TSXV, and consent to the inclusion of that information (other than any information provided by Beadell to Golden Harp or obtained from Beadell s public filings on ASX regarding the Beadell Group contained in, or used in the preparation of, the information regarding the Merged Group) in the Scheme Booklet; review of Scheme Booklet: review the drafts of the Scheme Booklet prepared by Beadell and provide comments on those drafts in good faith; Golden Harp shareholders meeting: convene a shareholders meeting to seek Golden Harp shareholders approval of: (1) the Consolidation; (2) the issuance of the Scheme Consideration; (3) the Private Placement; (4) the Golden Harp Debt Settlement; (5) the Golden Harp Option Plan; and (6) the change of Golden Harp s company name to Americano Mining Inc., including: (7) preparing the Golden Harp Information Circular in compliance with applicable laws or policies; (8) the inclusion of a recommendation from the directors of Golden Harp that the Golden Harp shareholders vote in favour of the above matters in the Golden Harp Information Circular; and (9) complying with all obligations in respect of any required notification or lodgement requirements under any applicable law; implementation of Private Placement: where the Golden Harp shareholders have approved the Private Placement in accordance with clause 5.2(c), Golden Harp must implement the Private Placement by the End Date. implementation of Golden Harp Debt Settlement: where the Golden Harp shareholders have approved the Golden Harp Debt Settlement in accordance with clause 5.2(c), Golden Harp must implement the Golden Harp Debt Settlement by the End Date. Independent Expert s Report: subject to the Independent Expert entering into arrangements with Golden Harp including in relation to confidentiality in a form reasonably acceptable to Golden Harp, provide any assistance or information reasonably requested by Beadell or by the Independent Expert in connection with the preparation of the Independent Expert s Report to be sent together with the Scheme Booklet; representation: procure that it is represented by counsel at the Court hearings convened for the purposes of subsection 411(1) and paragraph 411(4) of the Corporations Act; page 13

21 5 Implementation (h) (i) (j) (k) (l) (m) (n) (o) (p) Deed Poll: by no later than the Business Day prior to the First Court Date, execute and deliver to Beadell the Deed Poll; accuracy of Golden Harp Information: confirm in writing to Beadell that the Golden Harp Information in the Scheme Booklet (other than any information regarding the Beadell Group contained in, or used in the preparation of, the information regarding the Merged Group) does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement; share transfer: if the Scheme becomes Effective: (1) accept a transfer of the Scheme Shares as contemplated by clause 4.3(1); and (2) execute instruments of transfer in respect of the Scheme Shares; Scheme Consideration: if the Scheme becomes Effective, provide the Scheme Consideration in the manner and amount contemplated by clause 4 and the terms of the Scheme and the Deed Poll; certificate: before the commencement of the hearing on the Second Court Date provide to Beadell for provision to the Court at that hearing a certificate in the form of a deed (substantially in the form set out in Attachment 4) confirming whether or not the Conditions Precedent in clause 3.1 (other than the Condition Precedent in clause 3.1(i)) have been satisfied or waived in accordance with this deed, a draft of which certificate must be provided by Golden Harp to Beadell by 4.00 pm on the date that is two Business Days prior to the Second Court Date; update Golden Harp Information: until the date of the Scheme Meeting, promptly provide to Beadell any information that arises after the Scheme Booklet has been despatched that is necessary to ensure that the Golden Harp Information contained in the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement; assistance: up to (and including) the Implementation Date and subject to obligations of confidentiality owed to third parties and undertakings to Government Agencies, provide Beadell and its Related Persons with reasonable access during normal business hours to information and personnel of Golden Harp Group that Beadell reasonably requests for the purpose of preparation of the Scheme Booklet and implementation of the Transaction; compliance with laws: do everything reasonably within its power to ensure that the Transaction is effected in accordance with all applicable laws and regulations; and Excluded Shareholder: if any Golden Harp Group Member acquires any Beadell Shares after the date of this deed, notify Beadell in writing of such acquisition and the relevant Golden Harp Group Member (and thereafter that entity will not be a Scheme Shareholder for the purposes of this deed and will be excluded from the operation of the Scheme). 5.3 US security compliance Beadell and Golden Harp must take all steps as required to cause the New Golden Harp Shares to be issued to Beadell Shareholders under the Scheme to be issued pursuant to the exemption registration under the US Securities Act pursuant to section 3(10) of the US Securities Act page 14

22 5 Implementation In order to ensure the availability of the exemption under section 3(10) of the US Securities Act, Beadell and Golden Harp agree that the Scheme will be implemented on the following basis: (c) (d) (e) the Scheme will be subject to the approval of the Court; prior to the Second Court Date the Court will be advised that Golden Harp intends to rely on the exemption provided by section 3(10) of the US Securities Act for the New Golden Harp Shares to be issued pursuant to the Scheme, based on the Court's approval of the Scheme; the Court will be required to satisfy itself as to the fairness of the Scheme to the Beadell Shareholders; each will have the right to appear before the Court at the hearing to give approval of the Scheme under section 411(4) of the Corporations Act; and Beadell will ensure that each Beadell Shareholder will be given adequate notice advising it of its right to attend that hearing and providing it with sufficient information necessary for it to exercise that right. 5.4 Conduct of business by Beadell Subject to clause 5.4, from the date of this deed up to and including the Implementation Date, and without limiting any other obligations of Beadell under this deed, Beadell must: (1) conduct its businesses and operations, and must cause each other Beadell Group Member to conduct its respective business and operations, in the ordinary and usual course generally consistent with the manner in which each such business and operations prior to the date of this deed; (2) keep Golden Harp informed of material developments concerning the conduct of its business; (3) not enter into any line of business or other activities in which the Beadell Group is not engaged as of the date of this deed; (4) provide regular reports on the financial affairs of the Beadell Group, including the provision of Beadell Group s monthly management accounts, in a timely manner to Golden Harp; (5) ensure that no Beadell Prescribed Occurrence and no Beadell Regulated Event occurs; and (6) make all reasonable efforts, and procure that each other Beadell Group Member makes all reasonable efforts, to: (A) (B) (C) preserve and maintain the value the businesses and assets of the Beadell Group; keep available the services of the directors, officers and employees of each member of the Beadell Group; and maintain and preserve their relationships with Government Agencies, customers, suppliers and others having business dealings with any Beadell Group Member (including, using all reasonable endeavours to obtain consents from third parties to any change of control provisions which Golden Harp reasonably requests in contracts or arrangements to which a member of the Beadell Group is a party) page 15

23 5 Implementation Nothing in clause 5.4 restricts the ability of Beadell to take any action: (1) which is required or expressly permitted by this deed or the Scheme, including for the avoidance of doubt actions to give effect to a Superior Proposal; (2) which has been agreed to in writing by Golden Harp (which agreement must not be unreasonably withheld or delayed); (3) which is required by any applicable law or by a Government Agency (except where that requirement arises as a result of an action by a Beadell Group Member); (4) which is Fairly Disclosed in the Beadell Disclosure Materials as being an action that the Beadell Group may carry out between (and including) the date of this deed and the Implementation Date; (5) that Beadell Fairly Disclosed in an announcement made by Beadell to ASX, or a publicly available document lodged by it with ASIC, prior to the date of this deed; or (6) which is undertaken in response to a Competing Proposal as permitted by clause Conduct of business by Golden Harp Subject to clause 5.5, from the date of this deed up to and including the Implementation Date, and without limiting any other obligations of Golden Harp under this deed, Golden Harp must: (1) conduct its businesses and operations, and must cause each other Golden Harp Group Member to conduct its respective business and operations, in the ordinary and usual course generally consistent with the manner in which each such business and operations prior to the date of this deed; (2) keep Beadell informed of material developments concerning the conduct of its business; (3) not enter into any line of business or other activities in which the Golden Harp Group is not engaged as of the date of this deed; (4) provide regular reports on the financial affairs of the Golden Harp Group, including the provision of Golden Harp Group s monthly management accounts, in a timely manner to Beadell; (5) ensure that no Golden Harp Prescribed Occurrence and no Golden Harp Regulated Event occurs; and (6) make all reasonable efforts, and procure that each other Golden Harp Group Member makes all reasonable efforts, to: (A) (B) (C) preserve and maintain the value the businesses and assets of the Golden Harp Group; keep available the services of the directors, officers and employees of each member of the Golden Harp Group; and maintain and preserve their relationships with Government Agencies, customers, suppliers and others having business dealings with any Golden Harp Group Member (including, using all reasonable endeavours to obtain consents from third parties to any change of control provisions which page 16

24 5 Implementation Golden Harp reasonably requests in contracts or arrangements to which a member of the Golden Harp Group is a party). Nothing in clause 5.4 restricts the ability of Golden Harp to take any action: (1) which is required or expressly permitted by this deed or the Scheme; (2) to give effect to the Golden Harp Debt Settlement and the Private Placement; (3) which has been agreed to in writing by Beadell (which agreement must not be unreasonably withheld or delayed); (4) which is required by any applicable law or by a Government Agency (except where that requirement arises as a result of an action by a Golden Harp Group Member); (5) which is Fairly Disclosed in the Golden Harp Disclosure Materials as being an action that the Golden Harp Group may carry out between (and including) the date of this deed and the Implementation Date; or (6) that Golden Harp Fairly Disclosed in a publicly available document lodged by it with SEDAR, prior to the date of this deed. 5.6 Appointment of directors Golden Harp must, as soon as practicable on the Implementation Date, after the Scheme Consideration has been despatched to Scheme Shareholders, take all actions necessary to: ensure that all directors on the board of Golden Harp: (1) resign; and (2) unconditionally and irrevocably release Golden Harp from any claims they may have against Golden Harp, and to cause the appointment of the nominees of Beadell to the board of Golden Harp; and ensure that all directors on the boards of Golden Harp s Subsidiaries: (1) resign; and (2) unconditionally and irrevocably release Golden Harp and its relevant Subsidiary from any claims they may have against either of them, and to cause the appointment of nominees of Beadell to those boards. 5.7 Beadell Board recommendation Beadell must use its best endeavours to procure that, subject to clause 5.7, the Beadell Board Members unanimously recommend that Beadell Shareholders (other than Excluded Shareholders) vote in favour of the Scheme at the Scheme Meeting in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent Expert s Report that the Scheme is in the best interest of Beadell Shareholders, and that the Scheme Booklet include a statement by the Beadell Board to that effect. Beadell must use its best endeavours to procure that the Beadell Board collectively, and the Beadell Board Members individually, do not change, withdraw or modify its, his or her recommendation to vote in favour of the Scheme unless: page 17

25 5 Implementation (1) the Independent Expert provides a report to Beadell (including either the Independent Expert s Report or any update of, or any revision, amendment or supplement to, that report) that concludes that the Scheme is not in the best interest of Beadell Shareholders; (2) Beadell has received a Superior Proposal; or (3) the Beadell Board has determined, after receiving written legal advice from its external legal advisers, that the Beadell Board, by virtue of the directors duties of the Beadell Board Members, is required to change, withdraw or modify its recommendation, and Beadell has complied with its obligations under clause 10. For the purposes of this clause, customary qualifications and explanations contained in the Scheme Booklet in relation to a recommendation to vote in favour of the Scheme to the effect that the recommendation is made: (1) in the absence of a Superior Proposal; and (2) subject to the Independent Expert concluding in the Independent Expert s Report and continuing to conclude that the Scheme is in the best interest of Beadell Shareholders, will not be regarded as a failure to make, or a change, withdrawal or modification of, a recommendation in favour of the Scheme. 5.8 Conduct of Court proceedings (c) Beadell and Golden Harp are entitled to separate representation at all Court proceedings affecting the Transaction. This deed does not give Beadell or Golden Harp any right or power to give undertakings to the Court for or on behalf of the other party without that party s written consent. Beadell and Golden Harp must give all undertakings to the Court in all Court proceedings which are reasonably required to obtain Court approval and confirmation of the Transaction as contemplated by this deed. 5.9 Scheme Booklet content and responsibility statements The Scheme Booklet will contain a responsibility statement to the effect that: (1) Golden Harp is responsible for the Golden Harp Information (other than any information provided by Beadell to Golden Harp or obtained from Beadell s public filings on ASX regarding the Beadell Group contained in, or used in the preparation of, the information regarding the Merged Group) contained in the Scheme Booklet; and (2) Beadell is responsible for the Beadell Information contained in the Scheme Booklet. If after a reasonable period of consultation, Beadell and Golden Harp are unable to agree on the form or content of the Scheme Booklet: (1) where the determination relates to Golden Harp Information, Golden Harp will make the final determination as to the form and content of the Golden Harp Information; and (2) in any other case, Beadell will make the final determination as to the form and content of the Scheme Booklet page 18

26 6 Representations and warranties 5.10 Beadell Options (c) (d) Beadell and Golden Harp must use all reasonable endeavours to procure that the Beadell Options are transferred to Golden Harp or cancelled before the Scheme Record Date in accordance with this clause Beadell will apply for a waiver of the requirements of Listing Rule 6.23 to the extent required to allow the cancellation or transfer of the Beadell Options contemplated by this clause 5.10 without a meeting of Beadell Shareholders. Beadell will prepare a deed to give effect to the transfer or cancellation of the Beadell Options, with a deed to be entered into by each Beadell Optionholder, Golden Harp and Beadell, that will provide for the transfer or cancellation of the Beadell Options in consideration for the grant to the Beadell Optionholders of options to acquire Golden Harp Shares on like terms (having regard to the nature and value of the Beadell Options) to the terms proposed under the Scheme. Golden Harp agrees that if Beadell s obligation to issue the Sprott Warrants does not arise before the Scheme Record Date and the Scheme becomes Effective, then it will take all steps necessary to ensure Beadell complies with its obligation under the terms of the Sprott Warrants to procure that Golden Harp issues warrants to Sprott Private Resource Lending (Collector), LP, or its nominee, to acquire Golden Harp Shares on like terms Beadell Performance Rights Golden Harp acknowledges and agrees that it is the intention of the Beadell Board to determine that, on or after the Scheme Meeting, some or all of the Beadell Performance Rights will vest in accordance with their terms (on such terms and conditions as the Beadell Board may determine, after obtaining Golden Harp s consent, such consent not to be unreasonably withheld or delayed), and issue Beadell Shares in respect of the vested Beadell Performance Rights to the relevant holders by no later than the Scheme Record Date. 6 Representations and warranties 6.1 Golden Harp s representations and warranties Golden Harp represents and warrants to Beadell (in its own right and separately as trustee or nominee for each of the other Beadell Indemnified Parties) each of the Golden Harp Representations and Warranties. 6.2 Golden Harp s indemnity Golden Harp agrees with Beadell (in its own right and separately as trustee or nominee for each of the other Beadell Indemnified Parties) to indemnify Beadell and each of the Beadell Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that Beadell or any of the other Beadell Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the Golden Harp Representations and Warranties page 19

27 6 Representations and warranties 6.3 Beadell s representations and warranties Beadell represents and warrants to Golden Harp (in its own right and separately as trustee or nominee for each of the other Golden Harp Indemnified Parties) each of the Beadell Representations and Warranties. 6.4 Beadell s indemnity Beadell agrees with Golden Harp (in its own right and separately as trustee or nominee for each Golden Harp Indemnified Party) to indemnify Golden Harp and each of the Golden Harp Indemnified Parties from any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that Golden Harp or any of the other Golden Harp Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the Beadell Representations and Warranties. 6.5 Qualifications on Beadell s representations, warranties and indemnities The Beadell Representations and Warranties made or given in clause 6.3 and the indemnity in clause 6.4, are each subject to matters that: (c) have been Fairly Disclosed in the Beadell Disclosure Materials; have been Fairly Disclosed in an announcement by Beadell to ASX, or a publicly available document lodged by it with ASIC prior to the date of this deed; or are required or expressly permitted by this deed or the Scheme. 6.6 Qualifications on Golden Harp s representations, warranties and indemnities The Golden Harp Representations and Warranties made or given in clause 6.1 and the indemnity in clause 6.2, are each subject to matters that: (c) have been Fairly Disclosed in the Golden Harp Disclosure Materials; have been Fairly Disclosed in a publicly available document lodged by it with SEDAR prior to the date of this deed; or are required or expressly permitted by this deed or the Scheme. 6.7 Survival of representations and warranties Each representation and warranty in clauses 6.1 and 6.3: (c) is severable; survives the termination of this deed; and is given with the intention that liability under it is not confined to breaches that are discovered before the date of termination of this deed. 6.8 Survival of indemnities Each indemnity in this deed (including those in clauses 6.2 and 6.4): is severable; is a continuing obligation; page 20

28 7 Releases (c) (d) constitutes a separate and independent obligation of the party giving the indemnity from any other obligations of that party under this deed; and survives the termination of this deed. 6.9 Timing of representations and warranties Each representation and warranty made or given under clauses 6.1 or 6.3 is given at the date of this deed and repeated continuously thereafter until 8.00am on the Second Court Date unless that representation or warranty is expressed to be given at a particular time, in which case it is given at that time No representation or reliance (c) Each party acknowledges that no party (nor any person acting on its behalf) has made any representation or other inducement to it to enter into this deed, except for representations or inducements expressly set out in this deed and (to the maximum extent permitted by law) all other representations, warranties and conditions implied by statute or otherwise in relation to any matter relating to this deed, the circumstances surrounding the parties entry into it and the transactions contemplated by it are expressly excluded. Each party acknowledges and confirms that it does not enter into this deed in reliance on any representation or other inducement by or on behalf of any other party, except for any representation or inducement expressly set out in this deed. Each party acknowledges and confirms that clauses 6.10 and 6.10 do not prejudice any rights a party may have in relation to information which has been announced by the other party to ASX or lodged by it with ASIC, or that is contained in the Beadell Disclosure Materials or Golden Harp Disclosure Materials. 7 Releases 7.1 Beadell and Beadell directors and officers Golden Harp releases its rights and agrees with Beadell that it will not make any claim against any Beadell Indemnified Party (other than Beadell and its Related Bodies Corporate) as at the date of this deed and from time to time in connection with: (1) any breach of any representations and warranties of Beadell or any other member of the Beadell Group in this deed; (2) any disclosures containing any statement which is false or misleading whether in content or by omission; or (3) any failure to provide information, whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where the Beadell Indemnified Party has engaged in wilful misconduct, wilful concealment or fraud. For the avoidance of doubt, nothing in this clause 7.1 limits Golden Harp s rights to terminate this deed under clause page 21

29 7 Releases (c) Clause 7.1 is subject to any Corporations Act restriction and will be read down accordingly. Beadell receives and holds the benefit of this clause 7.1 to the extent it relates to each Beadell Indemnified Party as trustee for each of them. 7.2 Golden Harp and Golden Harp directors and officers (c) Beadell releases its rights, and agrees with Golden Harp that it will not make a claim, against any Golden Harp Indemnified Party (other than Golden Harp and its Related Bodies Corporate) as at the date of this deed and from time to time in connection with: (1) any breach of any representations and warranties of Golden Harp or any other member of the Golden Harp Group in this deed; (2) any disclosure containing any statement which is false or misleading whether in content or by omission; or (3) any failure to provide information, whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where the Golden Harp Indemnified Party has engaged in wilful misconduct, wilful concealment or fraud. For the avoidance of doubt, nothing in this clause 7.2 limits Beadell s rights to terminate this deed under clause 12. Clause 7.2 is subject to any Corporations Act restriction and will be read down accordingly. Golden Harp receives and holds the benefit of this clause 7.2 to the extent it relates to each Golden Harp Indemnified Party as trustee for each of them. 7.3 Deeds of indemnity and insurance Subject to the Scheme becoming Effective and the Transaction completing, Golden Harp undertakes in favour of Beadell and each other Beadell Indemnified Party that it will: (1) for a period of seven years from the Implementation Date, ensure that the constitutions of Beadell and each other Beadell Group Member continues to contain such rules as are contained in those constitutions at the date of this deed that provide for each company to indemnify each of its directors and officers against any liability incurred by that person in his or her capacity as a director or officer of the company to any person other than a Beadell Group Member; and (2) procure that Beadell and each other Beadell Group Member complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers from time to time and, without limiting the foregoing, ensure that directors and officers runoff insurance cover for such directors and officers is maintained for a period of seven years from the retirement date of each director and officer. Golden Harp acknowledges that notwithstanding any other provision of this deed, Beadell may, prior to the Implementation Date, enter into arrangement to secure directors and officers run-off insurance for up to such seven year period, and that any actions to facilitate that insurance or in connection with such insurance will not be a Beadell Regulated Event or a breach of any provision of this deed page 22

30 8 Public announcement (c) (d) The undertakings contained in clause 7.3 are subject to any Corporations Act restriction and will be read down accordingly. Beadell receives and holds the benefit of clause 7.3, to the extent it relates to the other Beadell Indemnified Parties, as trustee for each of them. 8 Public announcement 8.1 Announcement of the Transaction Immediately after the execution of this deed, Beadell and Golden Harp must issue public announcements in a form previously agreed to in writing between them. The Beadell announcement must include a unanimous recommendation by the Beadell Board to Beadell Shareholders (other than Excluded Shareholders) that, in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent s Expert s Report that the Scheme is in the best interest of Beadell Shareholders, Beadell Shareholders (other than Excluded Shareholders) vote in favour of the Scheme and that all the Beadell Board Members will vote (or will procure the voting of) all Director Beadell Shares at the time of the Scheme Meeting in favour of the Scheme at the Scheme Meeting. 8.2 Public announcements Subject to clause 8.3, no public announcement or public disclosure of the Transaction or any other transaction the subject of this deed or the Scheme may be made other than in a form approved by each party in writing (acting reasonably), but each party must use all reasonable endeavours to provide such approval as soon as practicable. For the avoidance of doubt, this clause 8.2 does not apply to any announcement or disclosure relating to a Competing Proposal. 8.3 Required disclosure Where a party is required by applicable law, the ASX Listing Rules or the listing or exchange rules of the TSXV to make any announcement or to make any disclosure in connection with the Transaction or any other transaction the subject of this deed or the Scheme, it may do so despite clause 8.2 but must use all reasonable endeavours, to the extent practicable and lawful, to consult with the other party prior to making the relevant disclosure. 9 Confidentiality Each of Golden Harp and Beadell: acknowledge that it will be providing to the other information that is non-public, confidential, and proprietary in nature; (and their respective directors, officers, affiliates, representatives, agents and employees) will keep such information confidential and will not, except as otherwise provided below, disclose such information or use such information for page 23

31 10 Exclusivity (c) (d) any purpose other than for the purposes of the Scheme. The foregoing will not apply to information that: (1) becomes generally available to the public absent any breach of the foregoing; (2) was available on a non-confidential basis to a party prior to its disclosure pursuant to this deed; or (3) becomes available on a non-confidential basis from a third party who, to the knowledge of the recipient after enquiry, is not bound to keep such information confidential; agrees that it will not make any public disclosure of the existence of this deed or of any of its terms without first advising the other party and obtaining the written consent of such other party to the proposed disclosure, unless such disclosure is required by applicable law or regulation or stock exchange policy, in which event the party contemplating disclosure will inform the other party of, and, if permitted to do so, use commercially reasonable efforts to obtain its consent to, the form and content of such disclosure, which consent will not be unreasonably withheld or delayed; and agrees that immediately upon request by the other of them, it will return to the other party all confidential information, except to the extent it is required by law, regulations or rules (including the rules of professional bodies) to retain the confidential information. 10 Exclusivity 10.1 No shop and no talk During the Exclusivity Period, Beadell must not, and must ensure that each of its Related Persons and Related Bodies Corporate and the Related Persons of those Related Bodies Corporate do not, directly or indirectly: (no shop): (1) solicit, invite, encourage or initiate (including by the provision of nonpublic information to any Third Party) any inquiry, expression of interest, offer, proposal or discussion by any person in relation to, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Exclusive Competing Proposal; or (2) communicate to any person an intention to do anything referred to in the preceding paragraph of this clause 10.1; or (no talk) subject to clause 10.2: (1) participate in or continue any negotiations or discussions with respect to any inquiry, expression of interest, offer, proposal or discussion by any person to make, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Exclusive Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Exclusive Competing Proposal; page 24

32 10 Exclusivity 10.2 Fiduciary exception (2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding an actual, proposed or potential Exclusive Competing Proposal; or (3) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause Clause 10.1 does not prohibit any action or inaction by Beadell, any of their Related Bodies Corporate or any of their respective Related Persons, in relation to an actual, proposed or potential Exclusive Competing Proposal if compliance with that clause would, in the opinion of the Beadell Board (as relevant), formed in good faith after receiving written legal advice from its external legal advisers, constitute, or would be reasonably likely to constitute, a breach of any of the fiduciary or statutory duties of the directors of Beadell, provided that: the actual, proposed or potential Exclusive Competing Proposal was not directly or indirectly brought about by, or facilitated by, a breach of clause 10.1; and the relevant party immediately notifies the other of each action or inaction by it, any of its Related Bodies Corporate or any of their respective Related Persons in reliance on this clause Notification of approaches During the Exclusivity Period, Beadell must as soon as possible notify Golden Harp in writing if it, any of its Related Bodies Corporate or any of their respective Related Persons, becomes aware of any: (1) negotiations or discussions, approach or attempt to initiate any negotiations or discussions, or intention to make such an approach or attempt to initiate any negotiations or discussions in respect of any inquiry, expression of interest, offer, proposal or discussion in relation to an actual, proposed or potential Exclusive Competing Proposal; (2) proposal made to Beadell, any of its Related Bodies Corporate or any of their respective Related Persons in connection with, or in respect of any exploration or completion of, an actual, proposed or potential Exclusive Competing Proposal; or (3) provision by Beadell, any of its Related Bodies Corporate or any of their respective Related Persons of any non-public information concerning the business or operations of Beadell or the Beadell Group to any to a Third Party (other than a Government Agency) in connection with an actual, proposed or potential Exclusive Competing Proposal, whether direct or indirect, solicited or unsolicited, and in writing or otherwise. For the avoidance of doubt, any of the acts described in paragraphs (1) to (3) may only be taken by Beadell, its Related Bodies Corporate or their respective Related Persons if not proscribed by clause 10.1 or if permitted by clause A notification given under clause 10.3 must include the identity of the relevant person making or proposing the relevant actual, proposed or potential Exclusive Competing Proposal, together with all terms and conditions of the actual, proposed or potential Exclusive Competing Proposal page 25

33 11 Reimbursement Fee 10.4 Cease discussions Beadell must, and must procure that its Related Bodies Corporate, cease any discussions or negotiations existing as at the date of this deed relating to any actual, proposed or potential Exclusive Competing Proposal. 11 Reimbursement Fee 11.1 Background to Reimbursement Fee (c) Golden Harp and Beadell acknowledge that, if they enter into this deed and the Scheme is subsequently not implemented, Golden Harp will incur significant costs, including those set out in clause In these circumstances, Golden Harp has requested that provision be made for the payments outlined in clause 11.2, without which Golden Harp would not have entered into this deed or otherwise agreed to implement the Scheme. The Beadell Board believes, having taken advice from its external legal advisers and Financial Adviser, that the implementation of the Scheme will provide benefits to Beadell and that it is appropriate for Beadell to agree to the payments referred to in clause 11.2 in order to secure Golden Harp's participation in the Transaction Reimbursement Fee triggers Subject to this clause 11, Beadell must pay the Reimbursement Fee to Golden Harp if: during the Exclusivity Period, one or more Beadell Board Members: (1) formally withdraws, adversely revises or adversely qualifies his or her support of the Scheme or his or her recommendation that Beadell Shareholders (other than Excluded Shareholders) vote in favour of the Scheme or fails to recommend that Beadell Shareholders (other than Excluded Shareholders) vote in favour of the Scheme in the manner described in clause 5.7; or (2) recommends that Beadell Shareholders accept or vote in favour of, or otherwise supports or endorses (including support by way of accepting or voting, or by way of stating an intention to accept or vote, in respect of any Director Beadell Shares), a Competing Proposal of any kind that is announced (whether or not such proposal is stated to be subject to any pre-conditions) during the Exclusivity Period, unless: (3) the Independent Expert concludes in the Independent Expert s Report (or any update of, or revision, amendment or supplement to, that report) that the Scheme is not in the best interest of Beadell Shareholders (except where that conclusion is due wholly or partly to the existence, announcement or publication of a Competing Proposal); (4) Beadell is entitled to terminate this deed pursuant to clause 12.1(1) or clause 12.2(c), and has given the appropriate termination notice to Golden Harp; page 26

34 11 Reimbursement Fee (c) (5) the Beadell Board Member has determined, after receiving written legal advice from its external legal advisers, that the Beadell Board, by virtue of the directors duties of the Beadell Board Members, is required to change, withdraw or modify its recommendation; a Competing Proposal of any kind is announced during the Exclusivity Period (whether or not such proposal is stated to be subject to any pre-conditions) and, within 12 months of the date of such announcement, the Third Party or any Associate of that Third Party: (1) completes a Competing Proposal of a kind referred to in any of paragraphs 2, 3 or 4 of the definition of Competing Proposal; or (2) without limiting clause 11.2(1), acquires (either alone or in aggregate) a Relevant Interest in more than 50% of the Beadell Share under a transaction that is or has become wholly unconditional or otherwise acquires (either alone or in aggregate) Control of Beadell; and Golden Harp has terminated this deed pursuant to clause 12.1(1), 12.1(2), 12.1(4), 12.1(5), 12.1(1) or 12.2 and the Transaction does not complete Payment of Reimbursement Fee A demand by Golden Harp for payment of the Reimbursement Fee under clause 11.2 must: (1) be in writing; (2) be made after the occurrence of the event in that clause giving rise to the right to payment; (3) state the circumstances which give rise to the demand; and (4) nominate an account in the name of Golden Harp into which Beadell is to pay the Reimbursement Fee. Beadell must pay the Reimbursement Fee into the account nominated by Golden Harp, without set-off or withholding, within five Business Days after receiving a demand for payment where Golden Harp is entitled under clause 11.2 to the Reimbursement Fee Basis of Reimbursement Fee The Reimbursement Fee has been calculated to reimburse Golden Harp for costs including the following: (c) (d) fees for legal, financial and other professional advice in planning and implementing the Transaction (excluding success fees); reasonable opportunity costs incurred in engaging in the Transaction or in not engaging in other alternative acquisitions or strategic initiatives; costs of management and directors time in planning and implementing the Transaction; and out of pocket expenses incurred by Golden Harp and Golden Harp s employees, advisers and agents in planning and implementing the Transaction, and the parties agree that: page 27

35 12 Termination (e) (f) the costs actually incurred by Golden Harp will be of such a nature that they cannot all be accurately ascertained; and the Reimbursement Fee is a genuine and reasonable pre-estimate of those costs, and Beadell represents and warrants that it has received written legal advice from its legal advisers in relation to the operation of this clause Compliance with law This clause 11 does not impose an obligation on Beadell to pay the Reimbursement Fee to the extent (and only to the extent) that the obligation to pay the Reimbursement Fee: (1) is declared by the Takeovers Panel to constitute unacceptable circumstances ; or (2) is determined to be unenforceable or unlawful by a court, provided that all proper avenues of appeal and review, judicial and otherwise, have been exhausted and Golden Harp will refund to Beadell within five Business Days any amount in excess of its obligation under this clause that Beadell has already paid to Golden Harp when that declaration or determination is made. For the avoidance of doubt, any part of the Reimbursement Fee that would not constitute unacceptable circumstances or that is not unenforceable or unlawful (as applicable) must be paid by Beadell. The parties must not make or cause or permit to be made, any application to the Takeovers Panel or a court for or in relation to a declaration or determination referred to in clause Reimbursement Fee payable only once Where the Reimbursement Fee becomes payable to Golden Harp under clause 11.2 and is actually paid to Golden Harp, Golden Harp cannot make any claim against Beadell for payment of any subsequent Reimbursement Fee Other Claims Despite anything to the contrary in this deed, other than Beadell s liability to pay the Reimbursement Fee to Golden Harp in the circumstances referred to in clause 11.2, Beadell has no liability to Golden Harp for any Claim arising in the circumstances referred to in clause 11.2, except a Claim in respect of a wilful, deliberate or reckless breach of clause No Reimbursement Fee if Scheme Effective Despite anything to the contrary in this deed, the Reimbursement Fee will not be payable to Golden Harp if the Scheme becomes Effective, notwithstanding the occurrence of any event in clause 11.2 and, if the Reimbursement Fee has already been paid it must be refunded by Golden Harp page 28

36 12 Termination 12 Termination 12.1 Termination Either party may terminate this deed by written notice to the other party: (1) other than in respect of a breach of either a Golden Harp Representation and Warranty or a Beadell Representation and Warranty (which are dealt with in clause 12.2), at any time before 8.00am on the Second Court Date, if the other party has materially breached this deed, the party entitled to terminate has given written notice to the party in breach of this deed setting out the relevant circumstances and stating an intention to terminate this deed, and the other party has failed to remedy the breach within five Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) after the date on which the notice is given; (2) at any time before 8.00am on the Second Court Date if the Court or another Government Agency (including any other court) has taken any action permanently restraining or otherwise prohibiting or preventing the Transaction, or has refused to do anything necessary to permit the Transaction to be implemented by the End Date, and the action or refusal has become final and cannot be appealed or reviewed or the party, acting reasonably, believes that there is no realistic prospect of an appeal or review succeeding by the End Date; (3) in the circumstances set out in, and in accordance with, clause 3.4; (4) if the Effective Date for the Scheme has not occurred, or will not occur, on or before the End Date; (5) Beadell Shareholders (other than Excluded Shareholders) have not agreed to the Scheme at the Scheme Meeting by the requisite majorities and notice has not been received or sent under clause 3.4(d); or (6) Golden Harp shareholders have not approved: (A) (B) (C) (D) (E) the Consolidation; the issuance of the Scheme Consideration; the Private Placement; the Golden Harp Debt Settlement; or the Golden Harp Option Plan, at the shareholders meeting by the requisite majorities. Golden Harp may terminate this deed by written notice to Beadell at any time before 8.00am on the Second Court Date if: (1) a Beadell Material Adverse Change, Beadell Prescribed Occurrence or Beadell Regulated Event occurs after the date of this deed; or (2) any Beadell Board Member: (A) (B) fails to recommend the Scheme; withdraws, adversely revises or adversely modifies his or her recommendation that Beadell Shareholders (other than Excluded Shareholders) vote in favour of the Scheme; or page 29

37 12 Termination (c) (C) makes a public statement indicating that he or she no longer recommends the Transaction or recommends, supports or endorses another transaction (including any Competing Proposal but excluding a statement that no action should be taken by Beadell Shareholders pending assessment of a Competing Proposal by the Beadell Board). Beadell may terminate this deed by written notice to Golden Harp at any time before 8.00am on the Second Court Date if: (1) the Beadell Board or a majority of the Beadell Board has changed, withdrawn or modified its recommendation as permitted under clause 5.7; or (2) a Golden Harp Material Adverse Change, Golden Harp Prescribed Occurrence or Golden Harp Regulated Event occurs after the date of this deed Termination for breach of representations and warranties (c) (d) (e) Golden Harp may, at any time prior to 8.00am on the Second Court Date, terminate this deed for breach of a Beadell Representation and Warranty only if: (1) Golden Harp has given written notice to Beadell setting out the relevant circumstances and stating an intention to terminate or to allow the Scheme to lapse; (2) the relevant breach continues to exist five Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) after the date on which the notice is given under clause 12.2(1); and (3) the relevant breach is material in the context of the Scheme taken as a whole. The parties agree that for the purposes of clause 12.2(3), any breach of a Beadell Representation and Warranty contained in Schedule 4 will be deemed to be material in the context of the Scheme taken as a whole. Beadell may, at any time before 8.00am on the Second Court Date, terminate this deed for breach of a Golden Harp Representation and Warranty only if: (1) Beadell has given written notice to Golden Harp setting out the relevant circumstances and stating an intention to terminate or to allow the Scheme to lapse; (2) the relevant breach continues to exist five Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) after the date on which the notice is given under clause 12.2(c)(1); and (3) the relevant breach is material in the context of the Scheme taken as a whole. The parties agree that for the purposes of clause 12.2(c)(3), any breach of a Golden Harp Representation and Warranty contained in Schedule 3 will be deemed to be material in the context of the Scheme taken as a whole. This deed is terminable if agreed to in writing by Golden Harp and Beadell page 30

38 13 Duty, costs and expenses 12.3 Effect of termination If this deed is terminated by either party under clauses 3.4, 12.1 or 12.2: (c) 12.4 Termination each party will be released from its obligations under this deed, except that this clause 12.3, and clauses 1, 6.5 to 6.9, 7.1, 7.2, 9, 11, 13, 14, 15 and 16 (except clause 16.9), will survive termination and remain in force; each party will retain the rights it has or may have against the other party in respect of any past breach of this deed; and in all other respects, all future obligations of the parties under this deed will immediately terminate and be of no further force and effect including any further obligations in respect of the Scheme. Where a party has a right to terminate this deed, that right for all purposes will be validly exercised if the party delivers a notice in writing to the other party stating that it terminates this deed and the provision under which it is terminating the Deed No other termination Neither party may terminate or rescind this deed except as permitted under clauses 3.4, 12.1 or Duty, costs and expenses 13.1 Stamp duty Golden Harp: 13.2 Costs and expenses must pay all stamp duties and any fines and penalties with respect to stamp duty in respect of this deed or the Scheme or the steps to be taken under this deed or the Scheme; and indemnifies Beadell against any liability arising from its failure to comply with clause Except as otherwise provided in this deed, each party must pay its own costs and expenses in connection with the negotiation, preparation, execution, delivery and performance of this deed and the proposed, attempted or actual implementation of this deed and the Transaction. 14 GST Any consideration or amount payable under this deed, including any nonmonetary consideration (as reduced in accordance with clause 14(e) if required) (Consideration) is exclusive of GST page 31

39 15 Notices (c) (d) (e) (f) (g) If GST is or becomes payable on a Supply made under or in connection with this deed, an additional amount (Additional Amount) is payable by the party providing consideration for the Supply (Recipient) equal to the amount of GST payable on that Supply as calculated by the party making the Supply (Supplier) in accordance with the GST Law. No Additional Amount is payable in respect of a Supply to which section 84-5 of the GST Law applies. The Additional Amount payable under clause 14 is payable at the same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice. However, the Additional Amount is only payable on receipt of a valid Tax Invoice. If for any reason (including the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under clause 14: (1) the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as applicable; (2) the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and (3) the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within seven days after receiving such notification, as applicable. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event. Despite any other provision in this deed if an amount payable under or in connection with this deed (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party, whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the amount payable must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Amount Incurred. Any reference in this clause to an Input Tax Credit to which a party is entitled includes an Input Tax Credit arising from a Creditable Acquisition by that party but to which the Representative Member of a GST Group of which the party is a member is entitled. Any term starting with a capital letter in this clause 14 that is not defined in this clause 14 has the same meaning as the term has in the A New Tax System (Goods & Services Tax) Act 1999 (Cth). 15 Notices 15.1 Form of Notice A notice or other communication to a party under this deed (Notice) must be: in writing and in English and signed by or on behalf of the sending party; and page 32

40 16 General addressed to that party in accordance with the details nominated in Schedule 1 (or any alternative details nominated to the sending party by Notice) How Notice must be given and when Notice is received A Notice must be given by one of the methods set out in the table below. A Notice is regarded as given and received at the time set out in the table below. However, if this means the Notice would be regarded as given and received outside the period between 9.00am and 5.00pm (addressee s time) on a Business Day (business hours period), then the Notice will instead be regarded as given and received at the start of the following business hours period. Method of giving Notice When Notice is regarded as given and received By hand to the nominated address When delivered to the nominated address By pre paid post to the nominated address At 9.00am (addressee s time) on the second Business Day after the date of posting By fax to the nominated fax number At the time indicated by the sending party s transmission equipment as the time that the fax was sent in its entirety. However, if the recipient party informs the sending party within four hours after that time that the fax transmission was illegible or incomplete, then the Notice will not be regarded as given or received. When calculating this four hour period, only time within a business hours period is to be included. By to the nominated address The first to occur of: 1 the sender receiving an automated message confirming delivery; or 2 two hours after the time that the was sent (as recorded on the device from which the was sent) provided that the sender does not, within the period, receive an automated message that the has not been delivered. 16 General 16.1 Governing law and jurisdiction This deed is governed by the law in force in Western Australia. Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Western Australia and courts of appeal from them in page 33

41 16 General 16.2 Service of process respect of any proceedings arising out of or in connection with this deed. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum. Without preventing any other mode of service, any document in an action (including any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of Notices under clause 15. Golden Harp irrevocably appoints HopgoodGanim of Level 8, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000 as its agent for the service of process in Australia in relation to any matter arising out of this deed. If HopgoodGanim ceases to be able to act as such or have an address in Australia, Golden Harp agrees to appoint a new process agent in Australia and deliver to the other party within 20 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this deed. Golden Harp must inform the other party in writing of any change in the address of its process agent within 20 Business Days of the change No merger The rights and obligations of the parties do not merge on completion of the Transaction. They survive the execution and delivery of any assignment or other document entered into for the purpose of implementing the Transaction Invalidity and enforceability If any provision of this deed is invalid under the law of any jurisdiction the provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not. Clause 16.4 does not apply where enforcement of the provision of this deed in accordance with clause 16.4 would materially affect the nature or effect of the parties obligations under this deed Waiver No party to this deed may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver. The meanings of the terms used in this clause 16.5 are set out below. Term Meaning conduct includes delay in the exercise of a right. right any right arising under or in connection with this deed and includes the right to rely on this clause page 34

42 16 General waiver includes an election between rights and remedies, and conduct which might otherwise give rise to an estoppel Variation A variation of any term of this deed must be in writing and signed by the parties Assignment of rights (c) A party may not assign, novate, declare a trust over or otherwise transfer or deal with any of its rights or obligations under this deed without the prior written consent of the other party or as expressly provided in this deed. A breach of clause 16.7 by a party shall be deemed to be a material breach for the purposes of clause 12.1(1). Clause 16.7 does not affect the construction of any other part of this deed No third party beneficiary This deed shall be binding on and inure solely to the benefit of each party to it and each of their respective permitted successors and assigns, and nothing in this deed is intended to or shall confer on any other person, other than the Golden Harp Indemnified Parties and the Beadell Indemnified Parties, in each case to the extent set forth in clause 6 and clause 7, any third party beneficiary rights Further action to be taken at each party s own expense Each party must, at its own expense, do all things and execute all documents necessary to give full effect to this deed and the transactions contemplated by it Entire agreement This deed (including the documents in the Attachments to it) state all the express terms agreed by the parties in respect of their subject matter. They supersede all prior discussions, negotiations, understandings and agreements in respect of their subject matter Counterparts This deed may be executed in any number of counterparts Relationship of the parties Nothing in this deed gives a party authority to bind any other party in any way. Nothing in this deed imposes any fiduciary duties on a party in relation to any other party page 35

43 16 General Remedies cumulative Except as provided in this deed and permitted by law, the rights, powers and remedies provided in this deed are cumulative with, and not exclusive of, the rights, powers and remedies provided by law independently of this deed Exercise of rights Unless expressly required by the terms of this deed, a party is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this deed. A party may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this deed. Any conditions must be complied with by the party relying on the consent, approval or waiver page 36

44 Schedules Table of contents Notice details 38 Definitions and interpretation 39 Golden Harp Representations and Warranties 62 Beadell Representations and Warranties 64 Capital details page 37

45 Schedule 1 Notice details Golden Harp Resources Inc Address Attention Suite 3123, 595 Burrard Street Vancouver, BC V7X 1J1 Canada Shaun Maskerine Phone +1 (604) Fax +1 (604) shaun@marketonemediagroup.com Beadell Resources Ltd Address Attention Level 2, 16 Ord Street West Perth WA 6005 Australia Greg Barrett Phone Fax greg.barrett@beadellresources.com.au page 38

46 Schedule 2 Definitions and interpretation 1.1 Definitions Term Meaning ASIC the Australian Securities and Investments Commission. Associate has the meaning set out in section 12 of the Corporations Act, as if subsection 12(1) of the Corporations Act included a reference to this deed and Beadell was the designated body. ASX ASX Limited ABN and, where the context requires, the financial market that it operates. ASX Listing Rules the official listing rules of ASX. Beadell Board the board of directors of Beadell and a Beadell Board Member means any director of Beadell comprising part of the Beadell Board. Beadell Consolidated Tax Group the consolidated group of which Beadell is the head company (where consolidated group and head company have the same meaning as in the Tax Act). Beadell Disclosure Materials 1 the documents and information regarding Beadell and the Beadell Group made available by Beadell to Golden Harp and its Related Persons in writing prior to the date of this deed; and 2 written responses from Beadell and its Related Persons to requests for further information made by Golden Harp and its Related Person. Beadell Group Beadell and each of its Subsidiaries, and a reference to a Beadell Group Member or a member of the Beadell Group is to Beadell or any of its Subsidiaries. Beadell Indemnified Parties Beadell, its Subsidiaries and their respective directors, officers and employees page 39

47 Schedule 2 Definitions and interpretation Term Meaning Beadell Information information regarding the Beadell Group prepared by Beadell: 1 for inclusion in the Scheme Booklet that explains the effect of the Scheme and sets out the information prescribed by the Corporations Act and the Corporations Regulations, and any other information that is material to the making of a decision by Beadell Shareholders whether or not to vote in favour of the Scheme: and 2 for inclusion in the Golden Harp Information Circular including information about Beadell, other Beadell Group Members, the businesses of the Beadell Group and any other information required under Canadian law or the rules and policies of the TSX or TSXV, being information that is within the knowledge of each of the Beadell Board Members, which for the avoidance of doubt does not include the Golden Harp Information, the Independent Expert's Report or any description of the taxation effect of the Transaction on Scheme Shareholders prepared by an external adviser to Beadell. Beadell Material Adverse Change an event, change, condition, matter, circumstance or thing occurring before, on or after the date of this deed (each a Beadell Specified Event) which, whether individually or when aggregated with all such events, changes, conditions, matters, circumstances or things of a like kind that have occurred or are reasonably likely to occur, has had or would be considered reasonably likely to have: 1 a material adverse effect on the business, assets, liabilities, financial or trading position, profitability or prospects of the Beadell Group taken as a whole; or 2 without limiting the generality of paragraph 1 above, the effect of a diminution in the value of the consolidated net assets of the Beadell Group, taken as a whole, by at least $45,000,000 against what it would reasonably have been expected to have been but for such Specified Event, other than those events, changes, conditions, matters, circumstances or things: 3 arising from the announcement of the execution of this deed and of the transactions contemplated hereby; 4 any natural disaster provided that it does not have a materially disproportionate effect on Beadell relative to comparable exploration and/or mining companies; 5 changes affecting the mining industry generally or the price of gold, provided that such changes do not have a materially disproportionate effect on Beadell relative to comparable mining and/or exploration companies; 6 the commencement or continuation of any war, armed hostilities or acts of terrorism or changes in political or civil conditions in any jurisdiction in which Beadell has projects, operates or carries on business that do not disproportionately affect Beadell relative to comparable mining and/or exploration companies; page 40

48 Schedule 2 Definitions and interpretation Term Meaning 7 required or permitted by this deed, the Scheme or the transactions contemplated by either; 8 that are Fairly Disclosed in the Beadell Disclosure Materials; 9 agreed to in writing by Golden Harp; 10 arising as a result of any generally applicable change in law or governmental policy; 11 arising from changes in economic or business conditions (including interest rates or commodity prices) that impact on Beadell and its competitors in a similar manner; or 12 that Beadell Fairly Disclosed in an announcement made by Beadell to ASX, or a publicly available document lodged by it with ASIC, prior to the date of this deed. Beadell Option each option to acquire one unissued Beadell Share itemised in Schedule 5, and the Sprott Warrants. Beadell Optionholder each person who is registered in the Beadell register of optionholders as the holder of a Beadell Option. Beadell Option Plan the Employee Option Scheme approved by the Beadell shareholders at the Beadell Exraordinary General Meeting on 21 January Beadell Performance Rights The 9,448,555 performance rights issued under the Beadell 2016 Employee Long Term Incentive Plan, which, upon vesting, each convert into one Beadell Shares. Beadell Prescribed Occurrence other than as: 1 required or permitted by this deed, the Scheme or the transactions contemplated by either; 2 Fairly Disclosed in the Beadell Disclosure Materials; 3 agreed to in writing by Golden Harp; or 4 Fairly Disclosed by Beadell in an announcement made by Beadell to ASX, or a publicly available document lodged by it with ASIC, prior to the date of this deed, the occurrence of any of the following: 5 Beadell converting all or any of its shares into a larger or smaller number of shares; 6 a member of the Beadell Group resolving to reduce its share capital in any way; 7 a member of the Beadell Group: page 41

49 Schedule 2 Definitions and interpretation Term Meaning entering into a buy-back agreement; or resolving to approve the terms of a buy-back agreement under the Corporations Act; 8 a member of the Beadell Group issuing shares, or granting an option over its shares, or agreeing to make such an issue or grant such an option, other than: to a directly or indirectly wholly-owned Subsidiary of Beadell; the issue of shares upon the exercise of Beadell Options; the issue of Beadell Options under the Beadell Option Plan; the issue of shares to holders of Beadell Performance Rights as contemplated by clause 5.11; or the issue of the Sprott Warrants; 9 a member of the Beadell Group issuing or agreeing to issue securities convertible into shares; 10 a member of the Beadell Group agrees to pay, declares, pays or makes, or incurs a liability to make, a dividend or any other form of distribution of profits or capital, other than the declaration and payment of any Subsidiary of Beadell of a divididend or any other form of distribution of profits or capital where the recipient of that dividend is Beadell or a wholly owned Subsidiary of Beadell; 11 a member of the Beadell Group disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property; 12 a member of the Beadell Group granting a Security Interest, or agreeing to grant a Security Interest, in the whole, or a substantial part, of its business or property other than a lien which arises by operation of law or legislation securing an obligation that is not yet due; or 13 an Insolvency Event occurs in relation to a member of the Beadell Group. Beadell Regulated Event other than as: 1 required or permitted by this deed, the Scheme or the transactions contemplated by either; 2 Fairly Disclosed in the Beadell Disclosure Materials; 3 agreed to in writing by Golden Harp; or 4 Fairly Disclosed by Beadell in an announcement made by Beadell to ASX, or a publicly available document lodged by it with ASIC, prior to the date of this deed, the occurrence of any of the following: 5 a Beadell Group Member reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its page 42

50 Schedule 2 Definitions and interpretation Term Meaning shares; 6 a Beadell Group Member acquiring or disposing of, or entering into or announcing any agreement for the acquisition or disposal of, any asset or business, or entering into any corporate transaction, which would or would reasonably be likely to involve a material change in: the manner in which the Beadell Group conducts its business; the nature (including balance sheet classification), extent or value of the assets of the Beadell Group; or the nature (including balance sheet classification), extent or value of the liabilities of the Beadell Group; 7 Golden Harp becoming aware that the Beadell Representation and Warranty in paragraph (j) of Schedule 4 is materially inaccurate; 8 Beadell amending the terms of the Beadell Option Plan; 9 a member of the Beadell Group making any change to its constitution; 10 a member of the Beadell Group commencing business activities not already carried out as at the date of this deed, whether by way of acquisition or otherwise; 11 a member of the Beadell Group: acquiring, leasing or disposing of; agreeing, offering or proposing to acquire, lease or dispose of; or announcing or proposing a bid, or tendering, for, any business, assets, entity or undertaking, the value of which exceeds $10 million (individually or in aggregate); 12 a member of the Beadell Group entering into a contract or commitment restraining a member of the Beadell Group from competing with any person or conducting activities in any market; 13 a member of the Beadell Group: entering into any contract or commitment (including in respect of Financial Indebtedness) requiring payments by the Beadell Group in excess of $20 million (individually or in aggregate) other than any payment required by law; (without limiting the foregoing) agreeing to incur capital expenditure of more than $35 million (individually or in aggregate); waiving any material third party default where the financial impact on the Beadell Group will be in excess of $10 million (individually or in aggregate); or accepting as a compromise of a matter less than the full compensation due to a member of the Beadell Group where the financial impact of the compromise on the Beadell page 43

51 Schedule 2 Definitions and interpretation Term Meaning Group is more than $10 million (individually or in aggregate); 14 a member of the Beadell Group providing financial accommodation other than to members of the Beadell Group (irrespective of what form of Financial Indebtedness that accommodation takes) in excess of $10 million (individually or in aggregate); 15 a member of the Beadell Group entering into any agreement, arrangement or transaction with respect to derivative instruments (including, but not limited to, swaps, futures contracts, forward commitments, commodity derivatives or options) or similar instruments; 16 a member of the Beadell Group being party to, bound by or subject to a Relevant Material Contract, unless before 8.00am on the Second Court Date: each relevant party to the Relevant Material Contract provides Beadell in writing a binding, irrevocable and unconditional waiver or release of its rights under the Material Contract that makes that contract a Relevant Material Contract (Relevant Release); and the Relevant Release is not varied, revoked or qualified, and between the date of this deed and 8.00am on the Second Court Date no party to any Material Contract (other than a Golden Harp Group Member), or a Related Body Corporate, Associate or affiliate of such a party, makes a statement to the effect that a Relevant Material Contract exists, unless the two foregoing bullets are satisfied before 8.00am on the Second Court Date; 17 a member of the Beadell Group entering into, or resolving to enter into, a transaction with any related party of Beadell (other than a related party which is a member of the Beadell Group), as defined in section 228 of the Corporations Act; 18 a member of the Beadell Group entering into or materially altering, varying or amending any employment, consulting, severance or similar agreement or arrangement with one or more of its officers, directors, other executives or employees, or accelerating or otherwise materially increasing compensation or benefits for any of the above, in each case other than pursuant to: contractual arrangements in effect on the date of this deed; or Beadell s policies and guidelines in effect on the date of this deed, provided that the aggregate of all increases in compensation or benefits is no greater than $5 million; 19 a member of the Beadell Group paying any of its officers, directors, other executives or employees a termination or retention payment, other than in accordance with contractual arrangements in effect on the date of this deed; 20 a member of the Beadell Group changing any accounting policy applied by them to report their financial position other than any page 44

52 Schedule 2 Definitions and interpretation Term Meaning change in policy required by a change in accounting standards; 21 a member of the Beadell Group doing anything that would result in a change in the Beadell Consolidated Tax Group; or 22 notice of any material investigation, prosecution, arbitration, litigation or dispute threatened against a member of the Beadell Group which could reasonably be expected to give rise to a liability for the Beadell Group in excess of $10 million (Material Proceedings) and for the avoidance of doubt which is not frivolous or vexatious, or circumstances arising which could reasonably be expected to give rise to any Material Proceedings. For the avoidance of doubt, Material Proceedings do not include any liability relating to an investigation, prosecution, arbitration, litigation or dispute to the extent that an insurer has agreed to cover the liability under an insurance policy maintained by a member of the Beadell Group. Beadell Registry Computershare Investor Services Pty Ltd. Beadell Representations and Warranties the representations and warranties of Beadell set out in Schedule 4, as each is qualified by clause 6.5. Beadell Share a fully paid ordinary share in the capital of Beadell. Beadell Shareholder each person who is registered as the holder of a Beadell Share in the Beadell Share Register. Beadell Share Register the register of members of Beadell maintained in accordance with the Corporations Act. Business Day a day that is not a Saturday, Sunday or a public holiday or bank holiday in Western Australia. CDI a CHESS Depositary Interest, being a unit of beneficial ownership in a New Golden Harp Share registered in the name of the Custodian. CHESS the Clearing House Electronic Subregister System operated by ASX Settlement Pty Ltd and ASX Clear Pty Limited. Claim any claim, demand, legal proceedings or cause of action (including any claim, demand, legal proceedings or cause of action: page 45

53 Schedule 2 Definitions and interpretation Term Meaning 1 based in contract, including breach of warranty; 2 based in tort, including misrepresentation or negligence; 3 under common law or equity; or 4 under statute, including the Australian Consumer Law (being Schedule 2 of the Competition and Consumer Act 2010 (Cth) (CCA)) or Part VI of the CCA, or like provision in any federal, provincial, state or territory legislation), in any way relating to this deed or the Transaction, and includes a claim, demand, legal proceedings or cause of action arising under an indemnity in this deed. Competing Proposal any proposal, agreement, arrangement or transaction under which, if entered into or completed, a Third Party (either alone or together with any Associate) would: 1 directly or indirectly acquire a Relevant Interest in, or have a right to acquire, a legal, beneficial or economic interest in, or control of, 15% or more of the Beadell Shares; 2 acquire Control of Beadell; 3 directly or indirectly acquire or become the holder of, or otherwise acquire or have a right to acquire, a legal, beneficial or economic interest in, or control of, all or substantially all of Beadell s business or assets or the business or assets of the Beadell Group; 4 otherwise directly or indirectly acquire or merge with Beadell or a material Subsidiary of Beadell, whether by way of takeover bid, members or creditors scheme of arrangement, shareholder approved acquisition, capital reduction, buy back, sale or purchase of shares, other securities or assets, assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company (or other synthetic merger), deed of company arrangement, any debt for equity arrangement or other transaction or arrangement. For the avoidance of doubt, each successive material modification or variation of any proposal, agreement, arrangement or transaction in relation to a Competing Proposal will constitute a new Competing Proposal. Condition Precedent each of the conditions set out in clause 3.1. Consolidation the consolidation process to be undertaken by Golden Harp to reduce the total number of Golden Harp Shares on issue on a 11 for 1 basis. Control has the meaning given in section 50AA of the Corporations Act page 46

54 Schedule 2 Definitions and interpretation Term Meaning Corporations Act the Corporations Act 2001 (Cth), as modified or varied by ASIC. Corporations Regulations the Corporations Regulations 2001 (Cth). Court the Federal Court of Australia or such other court of competent jurisdiction under the Corporations Act agreed to in writing by Golden Harp and Beadell. Custodian the custodian to be appointed by Golden Harp, in consultation with Beadell, to administer the CDIs as contemplated by the Scheme. Deed Poll a deed poll substantially in the form of Attachment 3 under which Golden Harp covenants in favour of the Scheme Shareholders to perform the obligations attributed to Golden Harp under the Scheme. Director Beadell Share any Beadell Share: 1 held by or on behalf of a Beadell Board Member; or 2 listed as an indirect interest in the latest Appendix 3X or Appendix 3Y lodged by Beadell with ASX in respect of each Beadell Board Member. Effective when used in relation to the Scheme, the coming into effect, under subsection 411(10) of the Corporations Act, of the order of the Court made under paragraph 411(4) of the Corporations Act in relation to the Scheme. Effective Date the date on which the Scheme becomes Effective. End Date the date six months from the date of this agreement, or such other date as agreed in writing by the parties. Excluded Shareholder any Beadell Shareholder who is a member of the Golden Harp Group or any Beadell Shareholder who holds any Beadell Shares on behalf of, or for the benefit of, any member of the Golden Harp Group and does not hold Beadell Shares on behalf of, or for the benefit of, any other person. Exclusive Competing any proposal, agreement, arrangement or transaction under which, if entered into or completed, a listed entity with no material assets page 47

55 Schedule 2 Definitions and interpretation Term Meaning Proposal or operations would acquire all of the Beadell Shares in consideration for the issue of securities in that company to Beadell Shareholders. Exclusivity Period the period from and including the date of this deed to the earlier of: 1 the date of termination of this deed; 2 the End Date; and 3 the Effective Date. Fairly Disclosed a reference to Fairly Disclosed means disclosed to the other party or any of its Related Persons, to a sufficient extent, and in sufficient detail, so as to enable a reasonable person (or one of its Related Persons) experienced in transactions similar to the Transaction and experienced in a business similar to any business conducted by the Beadell Group or the Golden Harp Group (as relevant), to identify the nature and scope of the relevant matter, event or circumstance (including, in each case, that the potential financial effect of the relevant matter, event or circumstance was reasonably ascertainable from the information disclosed). Financial Adviser any financial adviser retained by a party in relation to the Transaction from time to time. Financial Indebtedness any debt or other monetary liability (whether actual or contingent) in respect of monies borrowed or raised or any financial accommodation including under or in respect of any: 1 bill, bond, debenture, note or similar instrument; 2 acceptance, endorsement or discounting arrangement; 3 guarantee; 4 finance or capital lease; 5 agreement for the deferral of a purchase price or other payment in relation to the acquisition of any asset or service; or 6 obligation to deliver goods or provide services paid for in advance by any financier. First Court Date the first day on which an application made to the Court for an order under subsection 411(1) of the Corporations Act convening the Scheme Meeting is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard page 48

56 Schedule 2 Definitions and interpretation Term Meaning Golden Harp Debt Settlement the process to be undertaken by Golden Harp to reduce Golden Harp s debt level as at the date of this agreement, being C$477,951.07, to zero by way of conversion of the debt to Golden Harp Shares at the price paid for the Golden Harp Shares under the Private Placement. Golden Harp Disclosure Materials 1 the documents and information regarding Golden Harp made available by Golden Harp to Beadell and its Related Persons in writing prior to the date of this agreement, an index of which has been initialled by, or on behalf of, the parties for identification; and 2 written responses from Golden Harp and its Related Persons to requests for further information made by Beadell and its Related Person. Golden Harp Group Golden Harp and each of its Subsidiaries (if any), and a reference to a Golden Harp Group Member or a member of the Golden Harp Group is to Golden Harp or any of its Subsidiaries. Golden Harp Indemnified Parties Golden Harp, its Subsidiaries and their respective directors, officers and employees. Golden Harp Information information regarding the Golden Harp Group, and the Merged Group, provided by Golden Harp to Beadell in writing for inclusion in the Scheme Booklet (excluding any information provided by Beadell to Golden Harp, or obtained by Golden Harp from an announcement made by Beadell to ASX or from a publicly available document lodged by it with ASIC, contained in, or used in the preparation of, the information regarding the Merged Group) including: 1 any letter from Golden Harp s Chairman; 2 information about Golden Harp, other Golden Harp Group Members, the businesses of the Golden Harp Group, Golden Harp s interests and dealings in Beadell Shares, Golden Harp s intentions for Beadell and Beadell s employees, and funding for the Scheme; and 3 any other information required under Canadian law to enable the Scheme Booklet to be prepared that the parties agree is Golden Harp Information and that is identified in the Scheme Booklet as such. For the avoidance of doubt, the Golden Harp Information excludes the Beadell Information, the Independent Expert s Report and any description of the taxation effect of the Transaction on Scheme Shareholders prepared by an external adviser to Golden Harp. Golden Harp the notice of the meeting and accompanying management information circular, including all schedules, appendices and page 49

57 Schedule 2 Definitions and interpretation Term Meaning Information Circular exhibits thereto, to be sent to the Golden Harp shareholders in connection with the meeting to be held seeking the approval of the Private Placement, the Golden Harp Debt Settment, the Consolidation and the issuance of the Scheme Consideration, as amended, supplemented or otherwise modified from time to time. Golden Harp Material Adverse Change an event, change, condition, matter, circumstance or thing occurring before, on or after the date of this deed (each a Golden Harp Specified Event) which, whether individually or when aggregated with all such events, changes, conditions, matters, circumstances or things of a like kind that have occurred or are reasonably likely to occur, has had or would be considered reasonably likely to have a material adverse effect on the business, assets, liabilities, financial or trading position, profitability or prospects of the Golden Harp Group taken as a whole, other than those events, changes, conditions, matters, circumstances or things: 1 arising from the announcement of the execution of this deed and of the transactions contemplated hereby; 2 any natural disaster provided that it does not have a materially disproportionate effect on Golden Harp relative to comparable exploration and/or mining companies; 3 changes affecting the mining industry generally or the price of gold, provided that such changes do not have a materially disproportionate effect on Golden Harp relative to comparable mining and/or exploration companies; 4 the commencement or continuation of any war, armed hostilities or acts of terrorism or changes in political or civil conditions in any jurisdiction in which Holden Harp has projects, operates or carries on business that do not disproportionately affect Beadell relative to comparable mining and/or exploration companies; 5 required or permitted by this deed, the Scheme or the transactions contemplated by either; 6 that are Fairly Disclosed in the Golden Harp Disclosure Materials; 7 agreed to in writing by Beadell; 8 arising as a result of any generally applicable change in law or governmental policy; 9 arising from changes in economic or business conditions (including interest rates or commodity prices) that impact on Golden Harp and its competitors in a similar manner; 10 that Golden Harp Fairly Disclosed in a publicly available document lodged by it with SEDAR, prior to the date of this deed Golden Harp Option Plan a new employee stock option plan to be agreed between Beadell and Golden Harp and approved at a Golden Harp shareholders meeting page 50

58 Schedule 2 Definitions and interpretation Term Meaning Golden Harp Prescribed Occurrence other than as: 1 required or permitted by this deed, the Scheme or the transactions contemplated by either; 2 Fairly Disclosed in the Golden Harp Disclosure Materials; 3 agreed to in writing by Beadell; or 4 Fairly Disclosed by Golden Harp in a publicly available document lodged by it with SEDAR, prior to the date of this deed, the occurrence of any of the following: 5 Golden Harp converting all or any of its shares into a larger or smaller number of shares, other than to give effect to the Consolidation; 6 a member of the Golden Harp Group resolving to reduce its share capital in any way; 7 a member of the Golden Harp Group: entering into a buy-back agreement; or resolving to approve the terms of a buy-back agreement under the Corporations Act; 8 a member of the Golden Harp Group issuing shares, or granting an option over its shares, or agreeing to make such an issue or grant such an option, other than pursuant to the Golden Harp Debt Settlement, the Private Placement, the issuance of the Scheme Consideration or the offer of Golden Harp options to Beadell Optionholders as contemplated by clause 5.10; 9 a member of the Golden Harp Group issuing or agreeing to issue securities convertible into shares, other than pursuant to the Golden Harp Debt Settlement, the Private Placement, the issuance of the Scheme Consideration or the offer of Golden Harp options to Beadell Optionholders as contemplated by clause 5.10; 10 a member of the Golden Harp Group agrees to pay, declares, pays or makes, or incurs a liability to make, a dividend or any other form of distribution of profits or capital, other than the declaration and payment of any Subsidiary of Golden Harp of a divididend or any other form of distribution of profits or capital where the recipient of that dividend is Golden Harp or a wholly owned Subsidiary of Golden Harp; 11 a member of the Golden Harp Group disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property; 12 a member of the Golden Harp Group granting a Security Interest, or agreeing to grant a Security Interest, in the whole, or a substantial part, of its business or property other than a lien which arises by operation of law or legislation securing an obligation that is not yet due; or 13 an Insolvency Event occurs in relation to a member of the Golden Harp Group page 51

59 Schedule 2 Definitions and interpretation Term Meaning Golden Harp Regulated Event other than as: 1 required or permitted by this deed, the Scheme or the transactions contemplated by either; 2 required or permitted by the Consolidation, Private Placement or the Golden Harp Debt Settlement; 3 Fairly Disclosed in the Golden Harp Disclosure Materials; 4 agreed to in writing by Golden Harp; or 5 Fairly Disclosed by Golden Harp in a publicly available document lodged by it with SEDAR, prior to the date of this deed, the occurrence of any of the following: 6 a Golden Harp Group Member reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its shares; 7 a Golden Harp Group Member acquiring or disposing of, or entering into or announcing any agreement for the acquisition or disposal of, any asset or business, or entering into any corporate transaction, which would or would reasonably be likely to involve a material change in: the manner in which the Golden Harp Group conducts its business; the nature (including balance sheet classification), extent or value of the assets of the Golden Harp Group; or the nature (including balance sheet classification), extent or value of the liabilities of the Golden Harp Group; 8 Golden Harp amending the terms of its current Golden Harp Resources Inc stock option plan; 9 a member of the Golden Harp Group making any change to its constitution; 10 a member of the Golden Harp Group commencing business activities not already carried out as at the date of this deed, whether by way of acquisition or otherwise; 11 a member of the Golden Harp Group: acquiring, leasing or disposing of; agreeing, offering or proposing to acquire, lease or dispose of; or announcing or proposing a bid, or tendering, for, any business, assets, entity or undertaking; 12 a member of the Golden Harp Group entering into a contract or commitment restraining a member of the Golden Harp Group from competing with any person or conducting activities in any market; 13 a member of the Golden Harp Group: entering into any contract or commitment (including in respect of Financial Indebtedness) requiring payments by page 52

60 Schedule 2 Definitions and interpretation Term Meaning the Golden Harp Group other than any payment required by law; (without limiting the foregoing) agreeing to incur any capital expenditure; waiving any material third party default where the financial impact on the Golden Harp Group; or accepting as a compromise of a matter less than the full compensation due to a member of the Golden Harp Group; 14 a member of the Golden Harp Group providing financial accommodation other than to members of the Golden Harp Group (irrespective of what form of Financial Indebtedness that accommodation takes); 15 a member of the Golden Harp Group entering into any agreement, arrangement or transaction with respect to derivative instruments (including, but not limited to, swaps, futures contracts, forward commitments, commodity derivatives or options) or similar instruments; 16 a member of the Golden Harp Group entering into, or resolving to enter into, a transaction with any related party of Golden Harp (other than a related party which is a member of the Golden Harp Group), as defined in section 228 of the Corporations Act; 17 a member of the Golden Harp Group entering into or materially altering, varying or amending any employment, consulting, severance or similar agreement or arrangement with one or more of its officers, directors, other executives or employees, or accelerating or otherwise materially increasing compensation or benefits for any of the above, in each case other than pursuant to: contractual arrangements in effect on the date of this deed and which have been disclosed in writing to Beadell prior to the date of this deed; or Golden Harp s policies and guidelines in effect on the date of this deed and which have been disclosed in writing to Beadell prior to the date of this deed, provided that the aggregate of all increases in compensation or benefits is no greater than $50,000; 18 a member of the Golden Harp Group paying any of its officers, directors, other executives or employees a termination or retention payment, other than in accordance with contractual arrangements in effect on the date of this deed and which have been disclosed in writing to Beadell prior to the date of this deed; 19 a member of the Golden Harp Group changing any accounting policy applied by them to report their financial position other than any change in policy required by a change in accounting standards; or 20 notice of any material investigation, prosecution, arbitration, litigation or dispute threatened against a member of the Golden Harp Group which could reasonably be expected to give rise to page 53

61 Schedule 2 Definitions and interpretation Term Meaning a liability for the Golden Harp Group (Material Proceedings) and for the avoidance of doubt which is not frivolous or vexatious, or circumstances arising which could reasonably be expected to give rise to any Material Proceedings. For the avoidance of doubt, Material Proceedings do not include any liability relating to an investigation, prosecution, arbitration, litigation or dispute to the extent that an insurer has agreed to cover the liability under an insurance policy maintained by a member of the Golden Harp Group. Golden Harp Registry Computershare Investor Services Inc. Golden Harp Representations and Warranties the representations and warranties of Golden Harp set out in Schedule 3, as each is qualified by clause 6.6. Golden Harp Shares fully paid common shares in the capital of Golden Harp. Government Agency any Australian, Canadian or other foreign government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity (including any stock or other securities exchange), or any minister of the Crown in right of the Commonwealth of Australia or any State, and any other federal, state, provincial, or local government, whether foreign or Australian. Implementation Date the fifth Business Day after the Scheme Record Date, or such other date after the Scheme Record Date as the parties agree in writing. Independent Expert the independent expert in respect of the Scheme appointed by Beadell. Independent Expert s Report means the report to be issued by the Independent Expert in connection with the Scheme, setting out the Independent Expert s opinion whether or not the Transaction is in the best interest of Beadell Shareholders and the reasons for holding that opinion. Insolvency Event means, in relation to an entity: 1 the entity resolving that it be wound up or a court making an order for the winding up or dissolution of the entity; 2 a liquidator, provisional liquidator, administrator, receiver, receiver and manager or other insolvency official being appointed to the entity or in relation to the whole, or a page 54

62 Schedule 2 Definitions and interpretation Term Meaning substantial part, of its assets; 3 the entity executing a deed of company arrangement; 4 the entity ceases, or threatens to cease to, carry on substantially all the business conducted by it as at the date of this deed; 5 the entity is or becomes unable to pay its debts when they fall due within the meaning of the Corporations Act (or, if appropriate, legislation of its place of incorporation); or 6 the entity being deregistered as a company or otherwise dissolved. Material Contract any agreement, contract, deed or other arrangement, right or instrument (each of the foregoing things or matters being a Right) which: 1 involves the provision of financial accommodation to any member of the Beadell Group; 2 contributes, or is reasonably likely to contribute $25,000,000 per annum of the Beadell Group s revenue; or 3 is material in the context of the businesses of the Beadell Group taken as a whole, and a Relevant Material Contract means a Material Contract (which one or more members of the Beadell Group are a party to or a beneficiary under) under which any party (other than a member of the Beadell Group) to such Material Contract could: 1 terminate, cancel or rescind that Material Contract or any party of it; 2 vary, amend or modify that Material Contract; 3 exercise, enforce or accelerate any right under that Material Contract (including rights of pre-emption); or 4 benefit from the operation of a provision which automatically terminates, varies, amends or modifies that Material Contract, (including where that right or effect is subject to (x) the satisfaction or failure of a contingency or condition or (y) one or more of the Conditions Precedent being satisfied or waived or (z) the effluxion of time) as a direct or indirect result of: 1 a Golden Harp Group Member entering into this deed; 2 a Beadell Group Member performing its obligations under this deed; 3 a Golden Harp Group Member acquiring, or acquiring a Relevant Interest in, any Beadell Shares; 4 a Golden Harp Group Member obtaining a Relevant Interest in 50% or more of Beadell Shares then on issue; 5 a Golden Harp Group Member acquiring control of Beadell; 6 a Golden Harp Group Member implementing or seeking to implement any of its intentions for Beadell as described in the page 55

63 Schedule 2 Definitions and interpretation Term Meaning Scheme Booklet; or 7 any Beadell Board Member supporting the Scheme or making a recommendation that Beadell Shareholders (other than Excluded Shareholders) vote in favour of the Scheme. Merged Group the combination of the Golden Harp Group and the Beadell Group, as comprised by Golden Harp and its Subsidiaries following implementation of the Scheme. New Golden Harp Share a fully paid post-consolidation common share in Golden Harp to be issued to Scheme Shareholders under the Scheme. Private Placement the private placement of CAD$4,000,000 worth of subscription receipts issued by Golden Harp at a price of CAD$0.085 per share in Golden Harp, which will convert to Golden Harp Shares on completion of the Transaction (the proceeds of which will be held in escrow until the completion of the Transaction. RG 60 Regulatory Guide 60 issued by ASIC in September Registered Address in relation to a Beadell Shareholder, the address shown in the Beadell Share Register as at the Scheme Record Date. Regulator s Draft the draft of the Scheme Booklet in a form which is provided to ASIC for approval pursuant to subsection 411(2) of the Corporations Act. Regulatory Approval 1 any approval, consent, authorisation, registration, filing, lodgement, permit, franchise, agreement, notarisation, certificate, permission, licence, direction, declaration, authority, waiver or exemption from by or with a Governmental Agency; or 2 in relation to anything that would be fully or partly prohibited or restricted by law if a Governmental Agency intervened or acted in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action. Reimbursement Fee CAD$100,000, provided that if the Reimbursement Fee becomes payable under clause 11.2 or 11.2 as a result of a Competing Proposal that is not an Exclusive Competing Proposal, the Reimbursement Fee will be CAD$300, page 56

64 Schedule 2 Definitions and interpretation Term Meaning Related Bodies Corporate has the meaning set out in section 50 of the Corporations Act. Related Person 1 in respect of a party or its Related Bodies Corporate, each director, officer, employee, adviser, agent or representative of that party or Related Body Corporate; and 2 in respect of a Financial Adviser, each director, officer, employee or contractor of that Financial Adviser. Relevant Interest has the meaning given in sections 608 and 609 of the Corporations Act. Scheme the scheme of arrangement under Part 5.1 of the Corporations Act between Beadell and the Scheme Shareholders, the form of which is attached as Attachment 2, subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Golden Harp and Beadell. Scheme Booklet the scheme booklet to be prepared by Beadell in respect of the Transaction in accordance with clause 5.1 to be despatched to the Beadell Shareholders and which must include or be accompanied by: a copy of the Scheme; an explanatory statement complying with the requirements of the Corporations Act, the Corporations Regulations and RG 60; the Independent Expert s Report; a copy or summary of this deed; a copy of the executed Deed Poll; a notice of meeting; a proxy form. Scheme Consideration the consideration to be provided by Golden Harp to each Scheme Shareholder for the transfer to Golden Harp of each Scheme Share, being for each Beadell Share held by a Scheme Shareholder as at the Scheme Record Date, an amount of (post-consolidation) New Golden Harp Shares either in the form of New Golden Harp Shares or CDIs subject to the terms of the Scheme. 1 Scheme Meeting the meeting of Beadell Shareholders (other than Excluded Shareholders) ordered by the Court to be convened under subsection 411(1) of the Corporations Act to consider and vote on page 57

65 Schedule 2 Definitions and interpretation Term Meaning the Scheme and includes any meeting convened following any adjournment or postponement of that meeting. Scheme Record Date 7.00pm (Sydney time) on the fifth Business Day after the Effective Date. Scheme Shares all Beadell Shares held by the Scheme Shareholders as at the Scheme Record Date. Scheme Shareholder a holder of Beadell Shares recorded in the Beadell Share Register as at the Scheme Record Date (other than an Excluded Shareholder). Second Court Date the first day on which an application made to the Court for an order under paragraph 411(4) of the Corporations Act approving the Scheme is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application or appeal is heard. Security Interest has the meaning given in section 51A of the Corporations Act. SEDAR means the System for Electronic Document Analysis and Retrieval as available at and Golden Harp s profile thereon. Sprott Warrants any warrants issued to Sprott Private Resource Lending (Collector), LP, or its nominee, pursuant to the credit facility announced by Beadell to ASX on 26 February Subsidiary has the meaning given in Division 6 of Part 1.2 of the Corporations Act. Superior Proposal a bona fide written Competing Proposal by a person who is an arm s length Third Party and who is neither a Related Person or Related Body Corporate of Beadell: 1 of the kind referred to in any of paragraphs 2, 3 or 4 of the definition of Competing Proposal; 2 not resulting from a breach by Beadell of any of its obligations under clause 10 of this deed (it being understood that any actions by the Related Persons of Beadell not permitted by clause 10 will be deemed to be a breach by Beadell for the purposes hereof), page 58

66 Schedule 2 Definitions and interpretation Term Meaning that the Beadell Board, acting in good faith, determines: 3 is reasonably capable of being completed in a timely fashion, taking into account all financial, legal, funding, regulatory and other aspects of such Competing Proposal; and 4 will or is reasonably likely to provide a superior outcome for Beadell or Beadell Shareholders than the Transaction. Tax Act the Income Tax Assessment Act 1997 (Cth). Third Party a person other than Golden Harp, its Related Bodies Corporate and its other Associates. Timetable the indicative timetable for the implementation of the Transaction set out in Attachment 1. Transaction the acquisition of the Scheme Shares by Golden Harp through implementation of the Scheme in accordance with the terms of this deed. TSXV the TSX Venture Exchange Inc. US Securities Act the United States Securities Act of Interpretation 2.1 Interpretation In this deed: (c) (d) (e) headings and bold type are for convenience only and do not affect the interpretation of this deed; the singular includes the plural and the plural includes the singular; words of any gender include all genders; other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning; a reference to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency, as well as an individual; page 59

67 Schedule 2 Definitions and interpretation (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) a reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to this deed; a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re enactments of any of them (whether passed by the same or another Government Agency with legal power to do so); a reference to a document (including this deed) includes all amendments or supplements to, or replacements or novations of, that document; a reference to $, A$ or dollar is to the lawful currency of Australia; a reference to any time is, unless otherwise indicated, a reference to that time in Western Australia; a term defined in or for the purposes of the Corporations Act, and which is not defined in clause 1.1 of this Schedule 2, has the same meaning when used in this deed; a reference to a party to a document includes that party s successors and permitted assignees; no provision of this deed will be construed adversely to a party because that party was responsible for the preparation of this deed or that provision; any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally; any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally; a reference to a body (including an institute, association or authority), other than a party to this deed, whether statutory or not: (1) which ceases to exist; or (2) whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions; a reference to an agreement other than this deed includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing; a reference to liquidation or insolvency includes appointment of an administrator, a reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, bankruptcy, or a scheme, compromise or arrangement with creditors (other than solely with holders of securities or derivatives),or any similar procedure or, where applicable, changes in the constitution of any partnership or Third Party, or death; if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day; a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; if an act prescribed under this deed to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day; page 60

68 Schedule 2 Definitions and interpretation (v) (w) a reference to the ASX Listing Rules includes any variation, consolidation or replacement of these rules and is to be taken to be subject to any waiver or exemption granted to the compliance of those rules by a party; and a reference to something being reasonably likely (or to a similar expression) is a reference to that thing being more likely than not to occur when assessed objectively. 2.2 Interpretation of inclusive expressions Specifying anything in this deed after the words include or for example or similar expressions does not limit what else is included. 2.3 Business Day Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day page 61

69 Schedule 3 Golden Harp Representations and Warranties Golden Harp represents and warrants to Beadell (in its own right and separately as trustee or nominee for each of the other Beadell Indemnified Parties) that: (c) (d) (e) (f) (g) (h) Golden Harp Information: the Golden Harp Information provided for inclusion in the Scheme Booklet, as at the date the Scheme Booklet is despatched to Beadell Shareholders, will not contain any statement which is materially misleading or deceptive (with any statement of belief or opinion having being formed on a reasonable basis), including by way of omission from that statement; basis of Golden Harp Information: the Golden Harp Information: (1) will be prepared and included in the Golden Harp Information Circular in good faith and will comply in all material respects with the requirements of the rules and policies of the TSXV and applicable Canadian corporate and securities laws; (2) will be provided to Beadell in good faith and on the understanding that Beadell and each other Beadell Indemnified Party will rely on that information for the purposes of preparing the Scheme Booklet and determining to proceed with the Transaction; and (3) will comply in all material respects with the requirements of any applicable law, rule or regulation, including the Corporations Act, the Corporations Regulations, RG 60, and the ASX Listing Rules, and all information provided by Golden Harp to the Independent Expert will be provided in good faith and on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert s Report; new information: it will, as a continuing obligation, provide to Beadell all further or new information which arises after the Scheme Booklet has been despatched to Beadell Shareholders (other than Excluded Shareholders) until the date of the Scheme Meeting which is necessary to ensure that the Golden Harp Information is not misleading or deceptive (including by way of omission); validly existing: it is a validly existing corporation registered under the laws of its place of incorporation; authority: the execution and delivery of this deed has been properly authorised by all necessary corporate action of Golden Harp; power: it has full capacity, corporate power and lawful authority to execute, deliver and perform this deed; no default: this deed does not conflict with or result in the breach of or a default under: (1) any provision of Golden Harp s constitution; or (2) any material term or provision of any material agreement (including any financing arrangements) or any writ, order or injunction, judgment, law, rule or regulation to which it is party or subject or by which it or any other Golden Harp Group Member is bound, and it is not otherwise bound by any agreement that would prevent or restrict it from entering into or performing this deed; deed binding: this deed is a valid and binding obligation of Golden Harp, enforceable in accordance with its terms; page 62

70 Schedule 3 Golden Harp Representations and Warranties (i) (j) (k) (l) (m) (n) (o) (p) continuous disclosure: Golden Harp has complied in all material respects with its continuous disclosure obligations under any applicable law, rule or regulation, including the listing or exchange rules of the TSXV; Insolvency Event or regulatory action: no Insolvency Event has occurred in relation to it or another Golden Harp Group Member, nor has any regulatory action of any nature been taken that would prevent or restrict its ability to fulfil its obligations under this deed; capital structure: its capital structure, including all issued securities as at the date of this deed, is as set out in Schedule 5 and it has not issued or granted (or agreed to issue or grant) any other securities, options, warrants, performance rights or other instruments which are still outstanding and may convert into Golden Harp Shares other than as set out in Schedule 5 and it is not under any obligation to issue or grant, and no person has any right to call for the issue or grant of, any Golden Harp Shares, options, warrants, performance rights or other securities or instruments in Golden Harp; compliance: each member of the Golden Harp Group has complied in all material respects with all Canadian laws and regulations applicable to them and orders of Canadian Government Agencies having jurisdiction over them and have all material licenses, authorisations and permits necessary for them to conduct the business of the Golden Harp Group as presently being conducted; Golden Harp Disclosure Materials: it has collated and prepared all of the Golden Harp Disclosure Materials in good faith for the purposes of a due diligence process and in this context, as far as Golden Harp is aware, the Golden Harp Disclosure Materials contain all material information within the categories referred to in the Beadell s information request list; not misleading: all information it has provided to the Independent Expert, pursuant to clause 5.2(f) or otherwise, or to Beadell, is accurate and not misleading, and it has not omitted any information required to make the information provided to the Independent Expert or Golden Harp not misleading; all information: it is not aware of any information relating to the Golden Harp Group or its respective businesses or operations (having made reasonable enquiries) as at the date of this deed that has or could reasonably be expected to give rise to a Golden Harp Material Adverse Change that has not been disclosed in the Golden Harp Disclosure Materials; and New Golden Harp Shares: the New Golden Harp Shares to be issued in accordance with clause 4.3 and the terms of the Scheme will be duly authorised and validly issued or transferred, fully paid and free of all security interests and third party rights and will rank equally with all other Golden Harp Shares then on issue page 63

71 Schedule 4 Beadell Representations and Warranties Beadell represents and warrants to Golden Harp (in its own right and separately as trustee or nominee for each of the other Golden Harp Indemnified Parties) that: (c) Beadell Information: the Beadell Information contained in each of the Scheme Booklet, as at the date the Scheme Booklet is despatched to Beadell Shareholders, and the Golden Harp Information Circular, as of the date the Golden Harp Information Circular is mailed to Golden Harp shareholders, will not contain any statement which is materially misleading or deceptive (with any statement of belief or opinion having being formed on a reasonable basis), including by way of omission from that statement; basis of Beadell Information: the Beadell Information: (1) will be prepared and included in the Scheme Booklet in good faith and on the understanding that Golden Harp and each other Golden Harp Indemnified Party will rely on that information for the purpose of determining to proceed with the Transaction and will comply in all material respects with the requirements of the Corporations Act, the Corporations Regulations, RG 60, and the ASX Listing Rules; and (2) will be provided to Golden Harp in good faith and on the understanding that Golden Harp and each other Golden Harp Indemnified Party will rely on that information for the purposes of preparing the Golden Harp Information Circular and will comply in all material respects with the requirements of the rules and policies of the TSXV and applicable Canadian corporate and securities laws, and all information provided by Beadell to the Independent Expert will be provided in good faith and on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert s Report; new information: it will, as a continuing obligation: (1) (but in respect of the Golden Harp Information, only to the extent that Golden Harp provides Beadell with updates to the Golden Harp Information), ensure that the Scheme Booklet is updated or supplemented to include all further or new information which arises after the Scheme Booklet has been despatched to Beadell Shareholders (other than Excluded Shareholders) until the date of the Scheme Meeting which is necessary to ensure that the Scheme Booklet is not misleading or deceptive (including by way of omission); and (2) provide Golden Harp with sufficient information to ensure that the Golden Harp Information Circular is updated or supplemented to include all further or new information which arises after the Golden Harp Information Circular has been mailed to Golden Harp shareholders until the date of the meeting in connection therewith which is necessary to ensure that the Golden Harp Information Circular is not misleading or deceptive (including by way of omission); page 64

72 Schedule 4 Beadell Representations and Warranties (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) validly existing: it is a validly existing corporation registered under the laws of its place of incorporation; authority: the execution and delivery of this deed has been properly authorised by all necessary corporate action of Beadell; power: it has full capacity, corporate power and lawful authority to execute, deliver and perform this deed; no default: this deed does not conflict with or result in the breach of or a default under: (1) any provision of Beadell s constitution; or (2) any material term or provision of any material agreement (including any financing arrangements) or any writ, order or injunction, judgment, law, rule or regulation to which it is party or subject or by which it or any other Beadell Group Member is bound, and it is not otherwise bound by any agreement that would prevent or restrict it from entering into or performing this deed; deed binding: this deed is a valid and binding obligation of Beadell, enforceable in accordance with its terms; continuous disclosure: Beadell has complied in all material respects with its continuous disclosure obligations under Listing Rule 3.1 and, other than for this Transaction, it is not relying on the carve-out in Listing Rule 3.1A to withhold any material information from public disclosure; capital structure: its capital structure, including all issued securities as at the date of this deed, is as set out in Schedule 5 and it has not issued or granted (or agreed to issue or grant) any other securities, options, warrants, performance rights or other instruments which are still outstanding and may convert into Beadell Shares other than as set out in Schedule 5 and it is not under any obligation to issue or grant, and no person has any right to call for the issue or grant of, any Beadell Shares, options, warrants, performance rights or other securities or instruments in Beadell; Insolvency Event or regulatory action: no Insolvency Event has occurred in relation to it or another Beadell Group Member, nor has any regulatory action of any nature been taken that would prevent or restrict its ability to fulfil its obligations under this deed; compliance: each member of the Beadell Group has complied in all material respects with all Australian and foreign laws and regulations applicable to them and orders of Australian and foreign Government Agencies having jurisdiction over them and have all material licenses, authorisations and permits necessary for them to conduct the business of the Beadell Group as presently being conducted; advisers: it has provided complete and accurate information regarding fee levels in all retainers and mandates with Financial Advisers and fee estimates for other advisers in relation to the Scheme, any Competing Proposals and any other transaction where such retainer or mandate is current, or under which the Beadell Group still has obligations; Beadell Disclosure Materials: it has providedall of the Beadell Disclosure Materials in good faith; all information: it is not aware of any information relating to the Beadell Group or its respective businesses or operations (having made reasonable enquiries) as at the date of this deed that has or could reasonably be expected to give rise page 65

73 Schedule 4 Beadell Representations and Warranties (p) to a Beadell Material Adverse Change that has not been disclosed in an announcement by Beadell to ASX or in the Beadell Disclosure Materials; and not misleading: all information it has provided to the Independent Expert, pursuant to clause 5.1(t) or otherwise, or to Golden Harp, is accurate and not misleading, and it has not omitted any information required to make the information provided to the Independent Expert or Golden Harp not misleading page 66

74 Schedule 5 Capital details Golden Harp Resources Inc. Security Total number on issue Golden Harp Shares 3,368,404 Golden Harp Options not applicable. Beadell Resources Ltd Security Total number on issue Beadell Shares 1,233,430,847 Beadell Options Number Expiry Exercise Price 250,000 20/9/18 $ ,900,000 31/12/18 $0.20 2,500,000 30/9/19 (vesting 30/9/17) $ ,900,000 31/12/19 $0.25 2,500,000 30/9/2020 (vesting 30/9/2018) $0.63 Beadell Performance Rights 9,448, page 67

75 Schedule 5 Capital details page 68

76 Signing page Executed as a deed Golden Harp Signed sealed and delivered by Golden Harp Resources Inc in the presence of Seal sign here Authorised signatory sign here Witness print name print name Beadell Signed sealed and delivered by Beadell Resources Ltd by sign here Company Secretary/Director sign here Director print name print name page 69

77 Attachment 1 Indicative Timetable Event Date Announcement and signing of scheme implementation deed t Scheme Booklet provided to ASIC in draft t + 5 weeks First Court hearing t + 7 weeks Scheme Meeting 32 days from First Court Hearing Second Court hearing 3 Business Days from Scheme meeting Effective Date 3 Business Days from Scheme meeting Scheme Record Date 5 Business Days from Effective Date Implementation Date 5 Business Days from Scheme Record Date page 1

78 Attachment 2 Scheme of arrangement [Attached] page 1

79 Scheme of arrangement Beadell Resources Ltd Scheme Shareholders QV1 Building 250 St Georges Terrace Perth WA 6000 Australia GPO Box U1942 Perth WA 6845 Australia T F herbertsmithfreehills.com DX 104 Perth

80 Scheme of arrangement share scheme This scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth) Between the parties Beadell Resources Ltd ACN of Level 2, 16 Ord Street, West Perth WA 6005, Australia (Beadell) The Scheme Shareholders 1 Definitions, interpretation and scheme components 1.1 Definitions Schedule 1 contains definitions used in this Scheme. 1.2 Interpretation Schedule 1 contains interpretation rules for this Scheme. 1.3 Scheme components This Scheme includes any schedule to it. 2 Preliminary matters (c) (d) Beadell is a public company limited by shares, registered in Western Australia, Australia, and has been admitted to the official list of the ASX. Beadell Shares are quoted for trading on the ASX. As at [insert date], [insert] Beadell Shares, [insert] Beadell Options and [insert] Beadell Performance Rights were on issue. Golden Harp is a listed company limited by shares registered in British Columbia, Canada. If this Scheme becomes Effective: (1) Golden Harp must provide the Scheme Consideration to the Scheme Shareholders in accordance with the terms of this Scheme and the Deed Poll; and Scheme of arrangement page 2

81 3 Conditions (e) (f) (2) all the Scheme Shares, and all the rights and entitlements attaching to them as at the Implementation Date, must be transferred to Golden Harp and Beadell will enter the name of Golden Harp in the Share Register in respect of the Scheme Shares. Beadell and Golden Harp have agreed, by executing the Implementation Deed, to implement this Scheme. This Scheme attributes actions to Golden Harp but does not itself impose an obligation on it to perform those actions. Golden Harp has agreed, by executing the Deed Poll, to perform the actions attributed to it under this Scheme, including the provision of the Scheme Consideration to the Scheme Shareholders. 3 Conditions 3.1 Conditions precedent This Scheme is conditional on and will have no force or effect until, the satisfaction of each of the following conditions precedent: (c) (d) (e) 3.2 Certificate all the conditions in clause 3.1 of the Implementation Deed (other than the condition in the Implementation Deed relating to Court approval of this Scheme) having been satisfied or waived in accordance with the terms of the Implementation Deed by 8.00am on the Second Court Date; neither the Implementation Deed nor the Deed Poll having been terminated in accordance with their terms before 8.00am on the Second Court Date; approval of this Scheme by the Court under paragraph 411(4) of the Corporations Act, including with any alterations made or required by the Court under subsection 411(6) of the Corporations Act and agreed to by Golden Harp and Beadell; such other conditions made or required by the Court under subsection 411(6) of the Corporations Act in relation to this Scheme and agreed to by Golden Harp and Beadell having been satisfied or waived; and the orders of the Court made under paragraph 411(4) (and, if applicable, subsection 411(6)) of the Corporations Act approving this Scheme coming into effect, pursuant to subsection 411(10) of the Corporations Act on or before the End Date (or any later date Beadell and Golden Harp agree in writing). Beadell and Golden Harp will provide to the Court on the Second Court Date a certificate, or such other evidence as the Court requests, confirming (in respect of matters within their knowledge) whether or not all of the conditions precedent in clauses 3.1 and 3.1 have been satisfied or waived. The certificate referred to in clause 3.2 constitutes conclusive evidence that such conditions precedent were satisfied, waived or taken to be waived. 3.3 End Date This Scheme will lapse and be of no further force or effect if: Scheme of arrangement page 3

82 4 Implementation of this Scheme the Effective Date does not occur on or before the End Date; or the Implementation Deed or the Deed Poll is terminated in accordance with its terms, unless Beadell and Golden Harp otherwise agree in writing. 4 Implementation of this Scheme 4.1 Lodgement of Court orders with ASIC Beadell must lodge with ASIC, in accordance with subsection 411(10) of the Corporations Act, an office copy of the Court order approving this Scheme as soon as possible after the Court approves this Scheme and in any event by 5.00pm on the first Business Day after the day on which the Court approves this Scheme. 4.2 Transfer of Scheme Shares On the Implementation Date: subject to the provision of the Scheme Consideration in the manner contemplated by clause 5 (excluding clause 5.2(2)), the Scheme Shares, together with all rights and entitlements attaching to the Scheme Shares as at the Implementation Date, must be transferred to Golden Harp, without the need for any further act by any Scheme Shareholder (other than acts performed by Beadell as attorney and agent for Scheme Shareholders under clause 8.5), by: (1) Beadell delivering to Golden Harp a duly completed Scheme Transfer, executed on behalf of the Scheme Shareholders by Beadell, for registration; and (2) Golden Harp duly executing the Scheme Transfer, attending to the stamping of the Scheme Transfer (if required) and delivering it to Beadell for registration; and immediately following receipt of the Scheme Transfer in accordance with clause 4.2(2), but subject to the stamping of the Scheme Transfer (if required), Beadell must enter, or procure the entry of, the name of Golden Harp in the Share Register in respect of all the Scheme Shares transferred to Golden Harp in accordance with this Scheme. 5 Scheme Consideration 5.1 Election Subject to clause 5.1 and clause 5.4, each Scheme Shareholder will receive the Scheme Consideration in the form of CDIs. A Scheme Shareholder who wishes to receive the Scheme Consideration in the form of CDIs does not need to make an election under clause 5.1. Subject to the remaining provisions of this clause 5.1 and clause 5.4, each Scheme Shareholder will be entitled to elect to receive the Scheme Consideration in the form of New Golden Harp Shares rather than CDIs by Scheme of arrangement page 4

83 5 Scheme Consideration (c) (d) (e) (f) (g) (h) (i) (j) completing the Election Form and returning it to the address specified in the Election Form so that it is received at or before the Election Date. An Ineligible Foreign Shareholder is not entitled to make any election under clause 5.1 and any election purportedly made by an Ineligible Foreign Shareholder will be invalid. Ineligible Foreign Shareholders will have their Scheme Consideration dealt with in accordance with clause 5.4. An election under clause 5.1 must be made in accordance with the terms and conditions on the Election Form. A Scheme Shareholder (other than an Ineligible Foreign Shareholder) who does not make a valid election under clause 5.1 will be deemed to have elected to receive the Scheme Consideration in the form of CDIs. Subject to clause 5.1(g), a valid election made or deemed to be made by a Scheme Shareholder under this clause 5.1 will be deemed to apply in respect of the Scheme Shareholder s entire holding of Scheme Shares, regardless of whether the Scheme Shareholder s holding of Scheme Shares is greater or less than the Scheme Shareholder holding at the time it made its election. A Scheme Shareholder (other than an Ineligible Foreign Shareholder) that holds one or more parcels of Scheme Shares as trustee or nominee for, or otherwise on account of, another person may in accordance with the Scheme Booklet or the Election Form make separate elections under clause 5.1 in relation to each of those parcels of Scheme Shares (subject to it providing to Beadell and Golden Harp any substantiating information they reasonably require), and an election made in respect of any such parcel, or an omission to make an election in respect of any such parcel, will not be taken to extend to the other parcels. A Scheme Shareholder may vary or withdraw any election made by it under this clause 5.1 at any time before the Election Date. To vary such an election, a Scheme Shareholder must lodge with the Beadell Registry a replacement Election Form at or before the Election Date. To withdraw such an election, a Scheme Shareholder must follow the procedure set out in the Scheme Booklet or in the Election Form, or as may otherwise be agreed by Beadell and Golden Harp. Subject to clause 5.1(j), an election which is not made or deemed to have been made in accordance with this clause 5.1 will not be a valid election for the purposes of this Scheme and will not be recognised by Beadell or Golden Harp for any purpose. Beadell may, with the agreement of Golden Harp, settle as it thinks fit any difficulty, matter of interpretation or dispute which may arise in connection with determining the validity of any election made by a Scheme Shareholder under this clause 5.1, and any such decision will be conclusive and binding on Beadell, Golden Harp and the relevant Scheme Shareholder. 5.2 Provision of Scheme Consideration In respect of Scheme Consideration that is required to be provided in the form of New Golden Harp Shares, Golden Harp must, subject to clauses 5.1, 5.3, 5.4, 5.5 and 5.7: (1) on or before the Implementation Date, issue the Scheme Consideration to the Scheme Shareholders and procure that the name and address of each Scheme Shareholder is entered in the Golden Harp Register in respect of those New Golden Harp Shares; and Scheme of arrangement page 5

84 5 Scheme Consideration (2) procure that on or before the date that is 10 Business Days after the Implementation Date, a share certificate or holding statement (or equivalent document) is sent to the Registered Address of each Scheme Shareholder who received Scheme Consideration in the form of New Golden Harp Shares representing the number of New Golden Harp Shares issued to the Scheme Shareholder pursuant to this Scheme. In respect of Scheme Consideration that is required to be provided in the form of CDIs, Golden Harp must, subject to clauses 5.1, 5.3, 5.4, 5.5 and 5.7: (1) before the Implementation Date, appoint the Custodian; (2) on or before the Implementation Date, issue to the Custodian such number of New Golden Harp Shares that is equal to the Scheme Consideration to be provided in respect of the Scheme Shares held by each such Scheme Shareholder so as to enable the Custodian to issue an equivalent number of CDIs to the relevant Scheme Shareholder, on the basis that the Custodian will: (A) (B) hold those New Golden Harp Shares in accordance with the ASX Settlement Operating Rules on trust for the relevant Scheme Shareholder (and each Scheme Shareholder hereby consents to the New Golden Harp Shares being so held by the Custodian); and issue CDIs to the relevant Scheme Shareholder which represent its beneficial interest in the New Golden Harp Shares held by the Custodian on its behalf; (3) procure that the name and address of the Custodian is entered in the Golden Harp Register in respect of those New Golden Harp Shares as referred to in clause 5.2(1); (4) use its best endeavours to procure that the Custodian issues to each Scheme Shareholder the number of CDIs to which it is entitled under this clause 5, and the name of each such Scheme Shareholder is entered in the records maintained by the Custodian as the holder of the CDIs issued to that Scheme Shareholder; and (5) on or before the date that is 10 Business Days after the Implementation Date, procure that a certificate or holding statement (or equivalent document) is sent to the Custodian representing the total number of New Golden Harp Shares issued to the Custodian pursuant to this Scheme; (6) in the case of each Scheme Shareholder who held Scheme Shares on Beadell s CHESS subregister: (A) (B) on or before the Implementation Date, use its best endeavours to procure that the CDIs are held on the CHESS subregister; and on or before the date that is 10 Business Days after the Implementation Date, use its best endeavours to procure that a certificate or holding statement (or equivalent document) is sent to the Registered Address of each Scheme Shareholder who received Scheme Consideration in the form of CDIs representing the number of CDIs held on the CHESS subregister issued to the Scheme Shareholder pursuant to this Scheme; and Scheme of arrangement page 6

85 5 Scheme Consideration 5.3 Joint holders (7) in the case of each Scheme Shareholder who held Scheme Shares on Beadell s issuer-sponsored subregister: (A) (B) In the case of Scheme Shares held in joint names: (c) on or before the Implementation Date, use its best endeavours to procure that the CDIs are held on the issuersponsored subregister; and on or before the date that is 10 Business Days after the Implementation Date, use its best endeavours to procure that a certificate or holding statement (or equivalent document) is sent to the Registered Address of each Scheme Shareholder who received Scheme Consideration in the form of CDIs representing the number of CDIs held on the issuer-sponsored subregister issued to the Scheme Shareholder pursuant to this Scheme. the CDIs and New Golden Harp Shares to be issued under this Scheme must be issued to and registered in the names of the joint holders; any cheque required to be sent under this Scheme will be made payable to the joint holders and sent to either, at the sole discretion of Beadell, the holder whose name appears first in the Share Register as at the Scheme Record Date or to the joint holders; and any other document required to be sent under this Scheme, will be forwarded to either, at the sole discretion of Beadell, the holder whose name appears first in the Share Register as at the Scheme Record Date or to the joint holders. 5.4 Ineligible Foreign Shareholders Golden Harp will be under no obligation to issue any New Golden Harp Shares, or to use its best endeavours to procure the issue of CDIs, under this Scheme to any Ineligible Foreign Shareholder and instead: (1) subject to clauses 5.5 and 5.7, Golden Harp must, on or before the Implementation Date, issue the New Golden Harp Shares which would otherwise be required to be issued to the Ineligible Foreign Shareholders under this Scheme to the Sale Agent; (2) Golden Harp must procure that as soon as reasonably practicable on or after the Implementation Date, the Sale Agent, in consultation with Golden Harp sells or procures the sale of all the New Golden Harp Shares issued to the Sale Agent and remits to Beadell the proceeds of the sale (after deduction of any applicable brokerage, stamp duty, currency conversion costs and other costs, taxes and charges) (Proceeds); (3) promptly after receiving the Proceeds in respect of the sale of all of the New Golden Harp Shares referred to in clause 5.4(1), Beadell must pay, or procure the payment, to each Ineligible Foreign Shareholder, of the amount A calculated in accordance with the following formula and rounded down to the nearest cent: A = (B C) x D where Scheme of arrangement page 7

86 5 Scheme Consideration (c) (d) (e) (f) B = the number of New Golden Harp Shares that would otherwise have been issued to that Ineligible Foreign Shareholder had it not been an Ineligible Foreign Shareholder and which were issued to the Sale Agent; C = the total number of New Golden Harp Shares which would otherwise have been issued to all Ineligible Foreign Shareholders and which were issued to the Sale Agent; and D = the Proceeds (as defined in clause 5.4(2)). The Ineligible Foreign Shareholders acknowledge that none of Golden Harp, Beadell or the Sale Agent gives any assurance as to the price that will be achieved for the sale of New Golden Harp Shares described in clause 5.4. Beadell must make, or procure the making of, payments to Ineligible Foreign Shareholders under clause 5.4 by either (in the absolute discretion of Beadell, and despite any election referred to in clause 5.4(c)(1) or authority referred to in clause 5.4(c)(2) made or given by the Scheme Shareholder): (1) if an Ineligible Foreign Shareholder has, before the Scheme Record Date, made a valid election in accordance with the requirements of the Beadell Registry to receive dividend payments from Beadell by electronic funds transfer to a bank account nominated by the Ineligible Foreign Shareholder, paying, or procuring the payment of, the relevant amount in Australian currency by electronic means in accordance with that election; (2) paying or procuring the payment of, the relevant amount in Australian currency by electronic means to a bank account nominated by the Ineligible Foreign Shareholder by an appropriate authority from the Ineligible Foreign Shareholder to Beadell; or (3) dispatching, or procuring the dispatch of, a cheque for the relevant amount in Australian currency to the Ineligible Foreign Shareholder by prepaid post to their Registered Address (as at the Scheme Record Date), such cheque being drawn in the name of the Ineligible Foreign Shareholder (or in the case of joint holders, in accordance with the procedures set out in clause 5.3). If Beadell receives professional advice that any withholding or other tax is required by law or by a Government Agency to be withheld from a payment to an Ineligible Foreign Shareholder, Beadell is entitled to withhold the relevant amount before making the payment to the Ineligible Foreign Shareholder (and payment of the reduced amount shall be taken to be full payment of the relevant amount for the purposes of this Scheme, including clause 5.4(3)). Beadell must pay any amount so withheld to the relevant taxation authorities within the time permitted by law, and, if requested in writing by the relevant Ineligible Foreign Shareholder, provide a receipt or other appropriate evidence of such payment (or procure the provision of such receipt or other evidence) to the relevant Ineligible Foreign Shareholder. Each Ineligible Foreign Shareholder appoints Beadell as its agent to receive on its behalf any financial services guide (or similar or equivalent document) or other notices (including any updates of those documents) that the Sale Agent is required to provide to Ineligible Foreign Shareholders under the Corporations Act or any other applicable law. Payment of the amount calculated in accordance with clause 5.4 to an Ineligible Foreign Shareholder in accordance with this clause 5.4 satisfies in full the Ineligible Foreign Shareholder s right to Scheme Consideration Scheme of arrangement page 8

87 5 Scheme Consideration (g) Where the issue of New Golden Harp Shares to which a Scheme Shareholder would otherwise be entitled under this Scheme would result in a breach of law: (1) Golden Harp will issue the maximum possible number of New Golden Harp Shares to the Scheme Shareholder without giving rise to such a breach; and (2) any further New Golden Harp Shares to which that Scheme Shareholder is entitled, but the issue of which to the Scheme Shareholder would give rise to such a breach, will instead be issued to the Sale Agent and dealt with under the preceding provisions in this clause 5.4, as if a reference to Ineligible Foreign Shareholders also included that Scheme Shareholder and references to that person s New Golden Harp Shares in that clause were limited to the New Golden Harp Shares issued to the Sale Agent under this clause. 5.5 Fractional entitlements and splitting Where the calculation of the number of New Golden Harp Shares to be issued to a particular Scheme Shareholder (or to the Custodian to hold on trust for a particular Scheme Shareholder) would result in the Scheme Shareholder (or the Custodian) becoming entitled to a fraction of a New Golden Harp Share, the fractional entitlement will be rounded down to the nearest whole number of New Golden Harp Shares. If Golden Harp is of the opinion, formed reasonably, that several Scheme Shareholders, each of which holds a holding of Beadell Shares which results in a fractional entitlement to New Golden Harp Shares have, before the Scheme Record Date, been party to a shareholding splitting or division in an attempt to obtain an advantage by reference to the rounding provided for in the calculation of each Scheme Shareholder s entitlement to the Scheme Consideration, Golden Harp may direct Beadell to give notice to those Scheme Shareholders: (1) setting out the names and Registered Addresses of all of them; (2) stating that opinion; and (3) attributing to one of them specifically identified in the notice the Beadell Shares held by all of them, and, after the notice has been so given, the Scheme Shareholder specifically identified in the notice shall, for the purposes of this Scheme, be taken to hold all those Beadell Shares and each of the other Scheme Shareholders whose names are set out in the notice shall, for the purposes of this Scheme, be taken to hold no Beadell Shares. 5.6 Unclaimed monies Beadell may cancel a cheque issued under this clause 5 if the cheque: (1) is returned to Beadell; or (2) has not been presented for payment within six months after the date on which the cheque was sent. During the period of 12 months commencing on the Implementation Date, on request in writing from a Scheme Shareholder to Beadell (or the Beadell Registry), Beadell must reissue a cheque that was previously cancelled under this clause Scheme of arrangement page 9

88 6 Dealings in Beadell Shares (c) The Unclaimed Money Act 1990 (WA) will apply in relation to any Scheme Consideration which becomes unclaimed money (as defined in section 6 of the Unclaimed Money Act 1990 (WA)). 5.7 Orders of a court or Government Agency If written notice is given to Beadell (or the Beadell Registry) or Golden Harp (or the Golden Harp Registry) of an order or direction made by a court of competent jurisdiction or by another Government Agency that: requires consideration to be provided to a third party (either through payment of a sum or the issuance of a security) in respect of Scheme Shares held by a particular Scheme Shareholder, which would otherwise be payable or required to be issued to that Scheme Shareholder by Beadell in accordance with this clause 5, then Beadell shall be entitled to procure that provision of that consideration is made in accordance with that order or direction; or prevents Beadell from providing consideration to any particular Scheme Shareholder (or to the Custodian on behalf of that Scheme Shareholder) in accordance with this clause 5, or the payment or issuance of such consideration is otherwise prohibited by applicable law, Beadell shall be entitled to (as applicable): (1) retain an amount, in Australian dollars, equal to the number of Scheme Shares held by that Scheme Shareholder multiplied by the Scheme Consideration; and/or (2) direct Golden Harp not to issue, or to issue to a trustee or nominee, such number of New Golden Harp Shares as that Scheme Shareholder (or the Custodian) would otherwise be entitled to under clause 5.2, until such time as provision of the Scheme Consideration in accordance with this clause 5 is permitted by that (or another) order or direction or otherwise by law. 5.8 Status of New Golden Harp Shares Subject to this Scheme becoming Effective, Golden Harp must: (c) issue the New Golden Harp Shares required to be issued by it under this Scheme on terms such that each such New Golden Harp Share will rank equally in all respects with each existing Golden Harp Share; ensure that each such New Golden Harp Share is duly and validly issued in accordance with all applicable laws and Golden Harp s constitution, fully paid and free from any mortgage, charge, lien, encumbrance or other security interest (except for any lien arising under Golden Harp s constitution); and use all reasonable endeavours to ensure that such New Golden Harp Shares are, as soon as reasonably practicable following the date this Scheme becomes Effective (or such later date as TSXV or ASX requires, as applicable), quoted for trading on the TSXV and the ASX on an ordinary settlement basis Scheme of arrangement page 10

89 6 Dealings in Beadell Shares 6 Dealings in Beadell Shares 6.1 Determination of Scheme Shareholders To establish the identity of the Scheme Shareholders, dealings in Beadell Shares or other alterations to the Share Register will only be recognised if: in the case of dealings of the type to be effected using CHESS, the transferee is registered in the Share Register as the holder of the relevant Beadell Shares before the Scheme Record Date; and in all other cases, registrable transfer or transmission applications in respect of those dealings, or valid requests in respect of other alterations, are received before the Scheme Record Date at the place where the Share Register is kept, and Beadell must not accept for registration, nor recognise for any purpose (except a transfer to Golden Harp pursuant to this Scheme and any subsequent transfer by Golden Harp or its successors in title), any transfer or transmission application or other request received after such times, or received prior to such times but not in registrable or actionable form, as appropriate. 6.2 Register (c) (d) (e) Beadell must register registrable transmission applications or transfers of the Scheme Shares in accordance with clause 6.1 before the Scheme Record Date provided that, for the avoidance of doubt, nothing in this clause 6.2 requires Beadell to register a transfer that would result in a Beadell Shareholder holding a parcel of Beadell Shares that is less than a marketable parcel (for the purposes of this clause 6.2 marketable parcel has the meaning given in the Operating Rules). If this Scheme becomes Effective, a holder of Scheme Shares (and any person claiming through that holder) must not dispose of, or purport or agree to dispose of, any Scheme Shares or any interest in them on or after the Scheme Record Date otherwise than pursuant to this Scheme, and any attempt to do so will have no effect and Beadell shall be entitled to disregard any such disposal. For the purpose of determining entitlements to the Scheme Consideration, Beadell must maintain the Share Register in accordance with the provisions of this clause 6.2 until the Scheme Consideration has been paid to the Scheme Shareholders. The Share Register in this form will solely determine entitlements to the Scheme Consideration. All statements of holding for Beadell Shares (other than statements of holding in favour of Golden Harp or any Excluded Shareholders) will cease to have effect after the Scheme Record Date as documents of title in respect of those shares and, as from that date, each entry current at that date on the Share Register (other than entries on the Share Register in respect of Golden Harp or any Excluded Shareholder) will cease to have effect except as evidence of entitlement to the Scheme Consideration in respect of the Beadell Shares relating to that entry. As soon as possible on or after the Scheme Record Date, and in any event by 5.00pm on the first Business Day after the Scheme Record Date, Beadell will ensure that details of the names, Registered Addresses and holdings of Beadell Shares for each Scheme Shareholder as shown in the Share Register are available to Golden Harp in the form Golden Harp reasonably requires Scheme of arrangement page 11

90 7 Quotation of Beadell Shares 7 Quotation of Beadell Shares Beadell must apply to ASX to suspend trading on the ASX in Beadell Shares with effect from the close of trading on the Effective Date. On a date after the Implementation Date to be determined by Golden Harp, Beadell must apply: (1) for termination of the official quotation of Beadell Shares on the ASX; and (2) to have itself removed from the official list of the ASX. 8 General Scheme provisions 8.1 Consent to amendments to this Scheme If the Court proposes to approve this Scheme subject to any alterations or conditions: Beadell may by its counsel consent on behalf of all persons concerned to those alterations or conditions to which Golden Harp has consented; and each Scheme Shareholder agrees to any such alterations or conditions which Beadell has consented to. 8.2 Scheme Shareholders agreements and warranties Each Scheme Shareholder: (1) agrees to the transfer of their Beadell Shares together with all rights and entitlements attaching to those Beadell Shares in accordance with this Scheme; (2) agrees to the variation, cancellation or modification of the rights attached to their Beadell Shares constituted by or resulting from this Scheme; (3) agrees to, on the direction of Golden Harp, destroy any holding statements or share certificates relating to their Beadell Shares; (4) agrees to become a member of Golden Harp and to be bound by the terms of the constitution of Golden Harp; (5) who holds their Beadell Shares in a CHESS Holding agrees to the conversion of those Beadell Shares to an Issuer Sponsored Holding and irrevocably authorises Beadell to do anything necessary or expedient (whether required by the Settlement Rules or otherwise) to effect or facilitate such conversion; and (6) acknowledges and agrees that this Scheme binds Beadell and all Scheme Shareholders (including those who do not attend the Scheme Meeting and those who do not vote, or vote against this Scheme, at the Scheme Meeting). Each Scheme Shareholder is taken to have warranted to Beadell and Golden Harp on the Implementation Date, and appointed and authorised Beadell as its attorney and agent to warrant to Golden Harp on the Implementation Date, that all their Beadell Shares (including any rights and entitlements attaching to those Scheme of arrangement page 12

91 8 General Scheme provisions shares) which are transferred under this Scheme will, at the date of transfer, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests (including any security interests within the meaning of section 12 of the Personal Property Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, and that they have full power and capacity to transfer their Beadell Shares to Golden Harp together with any rights and entitlements attaching to those shares. Beadell undertakes that it will provide such warranty to Golden Harp as agent and attorney of each Scheme Shareholder. 8.3 Title to and rights in Scheme Shares To the extent permitted by law, the Scheme Shares (including all rights and entitlements attaching to the Scheme Shares) transferred under this Scheme to Golden Harp will, at the time of transfer of them to Golden Harp vest in Golden Harp free from all mortgages, charges, liens, encumbrances, pledges, security interests (including any security interests within the meaning of section 12 of the Personal Property Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise and free from any restrictions on transfer of any kind. Immediately upon the provision of the Scheme Consideration to each Scheme Shareholder in the manner contemplated by clause 5 (excluding clause 5.2(2)), Golden Harp will be beneficially entitled to the Scheme Shares to be transferred to it under this Scheme pending registration by Beadell of Golden Harp in the Share Register as the holder of the Scheme Shares. 8.4 Appointment of sole proxy Immediately upon the provision of the Scheme Consideration to each Scheme Shareholder in the manner contemplated by clause 5 (excluding clause 5.2(2)), and until Beadell registers Golden Harp as the holder of all Scheme Shares in the Share Register, each Scheme Shareholder: (c) is deemed to have appointed Golden Harp as attorney and agent (and directed Golden Harp in each such capacity) to appoint any director, officer, secretary or agent nominated by Golden Harp as its sole proxy and, where applicable or appropriate, corporate representative to attend shareholders' meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any shareholders' resolution or document; must not attend or vote at any of those meetings or sign any resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4); and must take all other actions in the capacity of a registered holder of Scheme Shares as Golden Harp reasonably directs. 8.5 Authority given to Beadell Each Scheme Shareholder, without the need for any further act: on the Effective Date, irrevocably appoints Beadell and each of its directors, officers and secretaries (jointly and each of them severally) as its attorney and agent for the purpose of enforcing the Deed Poll against Golden Harp, and Beadell undertakes in favour of each Scheme Shareholder that it will enforce the Deed Poll against Golden Harp on behalf of and as agent and attorney for each Scheme Shareholder; and Scheme of arrangement page 13

92 9 General on the Implementation Date, irrevocably appoints Beadell and each of its directors, officers and secretaries (jointly and each of them severally) as its attorney and agent for the purpose of executing any document or doing or taking any other act necessary, desirable or expedient to give effect to this Scheme and the transactions contemplated by it, including (without limitation) executing the Scheme Transfer, and Beadell accepts each such appointment. Beadell as attorney and agent of each Scheme Shareholder, may sub-delegate its functions, authorities or powers under this clause 8.5 to all or any of its directors, officers, secretaries or employees (jointly, severally or jointly and severally). 8.6 Binding effect of Scheme This Scheme binds Beadell and all of the Scheme Shareholders (including those who did not attend the Scheme Meeting to vote on this Scheme, did not vote at the Scheme Meeting, or voted against this Scheme at the Scheme Meeting) and, to the extent of any inconsistency, overrides the constitution of Beadell. 9 General 9.1 Stamp duty Golden Harp will: 9.2 Consent pay all stamp duty and any related fines and penalties in respect of this Scheme and the Deed Poll, the performance of the Deed Poll and each transaction effected by or made under or in connection with this Scheme and the Deed Poll; and indemnify each Scheme Shareholder against any liability arising from failure to comply with clause 9.1. Each of the Scheme Shareholders consents to Beadell doing all things necessary or incidental to, or to give effect to, the implementation of this Scheme, whether on behalf of the Scheme Shareholders, Beadell or otherwise. 9.3 Notices If a notice, transfer, transmission application, direction or other communication referred to in this Scheme is sent by post to Beadell, it will not be taken to be received in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually received at Beadell s registered office or at the office of the Beadell Registry. The accidental omission to give notice of the Scheme Meeting or the nonreceipt of such notice by a Beadell Shareholder will not, unless so ordered by the Court, invalidate the Scheme Meeting or the proceedings of the Scheme Meeting Scheme of arrangement page 14

93 9 General 9.4 Governing law This Scheme is governed by the laws in force in Western Australia. The parties irrevocably submit to the non-exclusive jurisdiction of courts exercising jurisdiction in Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Scheme. The parties irrevocably waive any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum. 9.5 Further action Beadell must do all things and execute all documents necessary to give full effect to this Scheme and the transactions contemplated by it. 9.6 No liability when acting in good faith Each Scheme Shareholder agrees that neither Beadell nor Golden Harp nor any director, officer, secretary or employee of any of those companies shall be liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith Scheme of arrangement page 15

94 Schedule 1 Definitions and interpretation 1 Definitions The meanings of the terms used in this Scheme are set out below. Term Meaning ASIC the Australian Securities and Investments Commission. ASX ASX Limited ABN and, where the context requires, the financial market that it operates. Beadell Beadell Resources Ltd ACN Beadell Option an option to acquire one unissued Beadell Share. Beadell Registry Computershare Investor Services Pty Ltd ACN Beadell Performance Right a right to acquire one unissued Beadell Share upon vesting. Beadell Share a fully paid ordinary share in the capital of Beadell. Beadell Shareholder each person who is registered as the holder of a Beadell Share in the Share Register. Business Day a day that is not a Saturday, Sunday or a public holiday or bank holiday in Western Australia. CDI a CHESS Depositary Interest, being a unit of beneficial ownership in a New Golden Harp Share registered in the name of the Custodian. CHESS the Clearing House Electronic Subregister System operated by ASX Scheme of arrangement page 16

95 Schedule 1 Definitions and interpretation Term Meaning Settlement Pty Ltd and ASX Clear Pty Limited. CHESS Holding has the meaning given in the Settlement Rules. Consolidation the consolidation process to be undertaken by Golden Harp (as contemplated by the Implementation Deed) to reduce the total number of Golden Harp Shares on issue on a 11 for 1 basis. Corporations Act the Corporations Act 2001 (Cth). Court the Federal Court of Australia or such other court of competent jurisdiction under the Corporations Act agreed to in writing by Golden Harp and Beadell. Custodian [insert], a custodian appointed by Golden Harp to administer the CDIs as contemplated by this Scheme. Deed Poll the deed poll substantially in the form of Attachment 1 under which Golden Harp covenants in favour of the Scheme Shareholders to perform the obligations attributed to Golden Harp under this Scheme. Effective when used in relation to this Scheme, the coming into effect, under subsection 411(10) of the Corporations Act, of the Court order made under paragraph 411(4) of the Corporations Act in relation to this Scheme. Effective Date the date on which this Scheme becomes Effective. Election Form a form for the purposes of a Scheme Shareholder electing under clause 5.1 to receive the Scheme Consideration in the form of New Golden Harp Shares. End Date [insert date], or such other date as agreed in writing by Golden Harp and Beadell. Excluded Shareholder any Beadell Shareholder who is a member of the Golden Harp Group or any Beadell Shareholder who holds any Beadell Shares on behalf of, or for the benefit of, any member of the Golden Harp Group and does not hold Beadell Shares on behalf of, or for the benefit of, any other person Scheme of arrangement page 17

96 Schedule 1 Definitions and interpretation Term Meaning Golden Harp Golden Harp Resources Inc BC of Suite 3123, 595 Burrard Street, Vancouver, BC V7X 1J1, Canada. Golden Harp Group Golden Harp and each of its Subsidiaries and a reference to a Golden Harp Group Member or a member of the Golden Harp Group is to Golden Harp or any of its Subsidiaries. Golden Harp Register the register of shareholders maintained by Golden Harp or its agent. Golden Harp Registry Computershare Trust Company of Canada. Government Agency any foreign or Australian government or governmental, semigovernmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity (including any stock or other securities exchange), or any minister of the Crown in right of the Commonwealth of Australia or any state, or any other federal, state, provincial, local or other government, whether foreign or Australian. Implementation Date the fifth Business Day after the Scheme Record Date, or such other date after the Scheme Record Date as the parties agree in writing. Implementation Deed the scheme implementation deed dated [insert date] between Beadell and Golden Harp relating to the implementation of this Scheme. Ineligible Foreign Shareholder a Scheme Shareholder whose address shown in the Beadell Share Register on the Scheme Record Date is a place outside Australia and its external territories, New Zealand, Canada, the United Kingdom and the United States of America, unless Golden Harp (acting reasonably and in consultation with Beadell) determines that it is lawful and not unduly onerous or impracticable to issue that Scheme Shareholder with New Golden Harp Shares when the Scheme becomes Effective. Issuer Sponsored Holding has the meaning given in the Settlement Rules. New Golden Harp Share a fully paid common share in Golden Harp to be issued to Scheme Shareholders under this Scheme. Operating Rules the official operating rules of ASX Scheme of arrangement page 18

97 Schedule 1 Definitions and interpretation Term Meaning Registered Address in relation to a Beadell Shareholder, the address shown in the Share Register as at the Scheme Record Date. Sale Agent [insert], appointed to sell the New Golden Harp Shares that are to be issued under clause 5.4(1) of this Scheme. Scheme this scheme of arrangement under Part 5.1 of the Corporations Act between Beadell and the Scheme Shareholders subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Beadell and Golden Harp. Scheme Booklet the scheme booklet to be prepared by Beadell in accordance with the Implementation Deed to be despatched to the Beadell Shareholders. Scheme Consideration for each Beadell Share held by a Scheme Shareholder as at the Scheme Record Date, an amount of (post-consolidation) New Golden Harp Shares either in the form of New Golden Harp Shares or CDIs, subject to the terms of this Scheme. Scheme Meeting the meeting of the Beadell Shareholders (other than Excluded Shareholders) ordered by the Court to be convened under subsection 411(1) of the Corporations Act to consider and vote on this Scheme and includes any meeting convened following any adjournment or postponement of that meeting. Scheme Record Date 7.00pm (Sydney time) on the fifth Business Day after the Effective Date. Scheme Shares all Beadell Shares held by the Scheme Shareholders as at the Scheme Record Date. Scheme Shareholder a holder of Beadell Shares recorded in the Share Register as at the Scheme Record Date (other than an Excluded Shareholder). Scheme Transfer a duly completed and executed proper instrument of transfer in respect of the Scheme Shares for the purposes of section 1071B of the Corporations Act, in favour of Golden Harp as transferee, which may be a master transfer of all or part of the Scheme Shares Scheme of arrangement page 19

98 Schedule 1 Definitions and interpretation Term Meaning Second Court Date the first day on which an application made to the Court for an order under paragraph 411(4) of the Corporations Act approving this Scheme is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application or appeal is heard. Settlement Rules the ASX Settlement Operating Rules, being the official operating rules of the settlement facility provided by ASX Settlement Pty Ltd. Share Register the register of members of Beadell maintained by Beadell or the Beadell Registry in accordance with the Corporations Act. Subsidiary has the meaning given in Division 6 of Part 1.2 of the Corporations Act. TSXV the TSX Venture Exchange Inc. 2 Interpretation In this Scheme: (c) (d) (e) (f) (g) (h) (i) (j) headings and bold type are for convenience only and do not affect the interpretation of this Scheme; the singular includes the plural and the plural includes the singular; words of any gender include all genders; other parts of speech and grammatical forms of a word or phrase defined in this Scheme have a corresponding meaning; a reference to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency as well as an individual; a reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to, this Scheme; a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or reenactments of any of them (whether passed by the same or another Government Agency with legal power to do so); a reference to a document (including this Scheme) includes all amendments or supplements to, or replacements or novations of, that document; a reference to $, A$ or dollar is to Australian currency; a reference to any time is, unless otherwise indicated, a reference to that time in Perth, Western Australia; Scheme of arrangement page 20

99 Schedule 1 Definitions and interpretation (k) (l) (m) (n) (o) (p) (q) (r) a term defined in or for the purposes of the Corporations Act, and which is not defined in clause 1 of this Schedule 1, has the same meaning when used in this Scheme; a reference to a party to a document includes that party s successors and permitted assignees; no provision of this Scheme will be construed adversely to a party because that party was responsible for the preparation of this Scheme or that provision; any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally; a reference to a body, other than a party to this Scheme (including an institute, association or authority), whether statutory or not: (1) which ceases to exist; or (2) whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions; if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day; a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; and if an act prescribed under this Scheme to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day. 3 Interpretation of inclusive expressions Specifying anything in this Scheme after the words include or for example or similar expressions does not limit what else is included. 4 Business Day Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day Scheme of arrangement page 21

100 Attachment 1 Deed Poll [Attached] Scheme of arrangement page 1

101 Attachment 3 Deed poll [Attached] page 1

102 Deed Scheme deed poll Golden Harp Resources Inc. QV1 Building 250 St Georges Terrace Perth WA 6000 Australia GPO Box U1942 Perth WA 6845 Australia T F herbertsmithfreehills.com DX 104 Perth

103 Scheme deed poll Date This deed poll is made By Golden Harp Resources Inc BC of Suite 3123, 595 Burrard Street, Vancouver, BC V7X 1J1, Canada (Golden Harp) in favour of each person registered as a holder of fully paid ordinary shares in Beadell in the Share Register as at the Scheme Record Date (other than the Excluded Shareholders). Recitals 1 Beadell and Golden Harp entered into the Implementation Deed. 2 In the Implementation Deed, Golden Harp agreed to make this deed poll. 3 Golden Harp is making this deed poll for the purpose of covenanting in favour of the Scheme Shareholders to perform its obligations under the Implementation Deed and the Scheme. This deed poll provides as follows: 1 Definitions and interpretation 1.1 Definitions The meanings of the terms used in this deed poll are set out below. Term Meaning Beadell Beadell Resources Ltd ACN First Court Date the first day on which an application made to the Court for an order under subsection 411(1) of the Corporations Act convening the Scheme Meeting is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard Scheme deed poll page 2

104 2 Conditions to obligations Term Meaning Implementation Deed the scheme implementation deed entered into between Beadell and Golden Harp dated [insert]. Scheme the scheme of arrangement under Part 5.1 of the Corporations Act between Beadell and the Scheme Shareholders, substantially in the form set out in Attachment 1, subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Golden Harp and Beadell. Unless the context otherwise requires, terms defined in the Scheme have the same meaning when used in this deed poll. 1.2 Interpretation Sections 2, 3 and 4 of Schedule 1 of the Scheme apply to the interpretation of this deed poll, except that references to this Scheme are to be read as references to this deed poll. 1.3 Nature of deed poll Golden Harp acknowledges that: this deed poll may be relied on and enforced by any Scheme Shareholder in accordance with its terms even though the Scheme Shareholders are not party to it; and under the Scheme, each Scheme Shareholder irrevocably appoints Beadell and each of its directors, officers and secretaries (jointly and each of them severally) as its agent and attorney to enforce this deed poll against Golden Harp. 2 Conditions to obligations 2.1 Conditions This deed poll and the obligations of Golden Harp under this deed poll are subject to the Scheme becoming Effective. 2.2 Termination The obligations of Golden Harp under this deed poll to the Scheme Shareholders will automatically terminate and the terms of this deed poll will be of no force or effect if: the Implementation Deed is terminated in accordance with its terms; or the Scheme is not Effective on or before the End Date, unless Golden Harp and Beadell otherwise agree in writing Scheme deed poll page 3

105 3 Scheme obligations 2.3 Consequences of termination If this deed poll terminates under clause 2.2, in addition and without prejudice to any other rights, powers or remedies available to it: Golden Harp is released from their obligations to further perform this deed poll except those obligations under clause 7.1; and each Scheme Shareholder retains the rights they have against Golden Harp in respect of any breach of this deed poll which occurred before it was terminated. 3 Scheme obligations 3.1 Undertaking to issue Scheme Consideration Subject to clause 2, Golden Harp undertakes in favour of each Scheme Shareholder to: provide the Scheme Consideration to each Scheme Shareholder in accordance with the terms of the Scheme; and undertake all other actions, and give each acknowledgement, representation and warranty (if any), attributed to it under the Scheme, subject to and in accordance with the provisions of the Scheme. 3.2 Shares to rank equally Golden Harp covenants in favour of each Scheme Shareholder that the New Golden Harp Shares which are issued to each Scheme Shareholder in accordance with the Scheme will: rank equally with all existing Golden Harp Shares; and be issued fully paid and free from any mortgage, charge, lien, encumbrance or other security interest. 4 Warranties Golden Harp represents and warrants in favour of each Scheme Shareholder, in respect of itself, that: (c) (d) it is a corporation validly existing under the laws of its place of registration; it has the corporate power to enter into and perform its obligations under this deed poll and to carry out the transactions contemplated by this deed poll; it has taken all necessary corporate action to authorise its entry into this deed poll and has taken or will take all necessary corporate action to authorise the performance of this deed poll and to carry out the transactions contemplated by this deed poll; this deed poll is valid and binding on it and enforceable against it in accordance with its terms; and Scheme deed poll page 4

106 5 Continuing obligations (e) this deed poll does not conflict with, or result in the breach of or default under, any provision of its constitution, or any writ, order or injunction, judgment, law, rule or regulation to which it is a party or subject or by which it is bound. 5 Continuing obligations This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until: Golden Harp has fully performed its obligations under this deed poll; or the earlier termination of this deed poll under clause 2. 6 Notices 6.1 Form of Notice A notice or other communication to a party under this deed (Notice) must be: in writing and in English and signed by or on behalf of the sending party; and addressed to Golden Harp in accordance with the details set out below (or any alternative details nominated by Golden Harp by Notice). Attention Shaun Maskerine Address Suite 3123, 595 Burrard Street Vancouver, BC V7X 1J1 Canada Fax no +1 (604) address shaun@marketonemediagroup.com 6.2 How Notice must be given and when Notice is received A Notice must be given by one of the methods set out in the table below. A Notice is regarded as given and received at the time set out in the table below. However, if this means the Notice would be regarded as given and received outside the period between 9.00am and 5.00pm (addressee s time) on a Business Day (business hours period), then the Notice will instead be regarded as given and received at the start of the following business hours period Scheme deed poll page 5

107 7 General Method of giving Notice When Notice is regarded as given and received By hand to the nominated address When delivered to the nominated address By pre paid post to the nominated address At 9.00am (addressee s time) on the second Business Day after the date of posting By fax to the nominated fax number At the time indicated by the sending party s transmission equipment as the time that the fax was sent in its entirety. However, if the recipient party informs the sending party within four hours after that time that the fax transmission was illegible or incomplete, then the Notice will not be regarded as given or received. When calculating this four hour period, only time within a business hours period is to be included. By to the nominated address The first to occur of: 1 the sender receiving an automated message confirming delivery; or 2 two hours after the time that the was sent (as recorded on the device from which the was sent) provided that the sender does not, within the period, receive an automated message that the has not been delivered. 7 General 7.1 Stamp duty Golden Harp: will pay all stamp duty and any related fines and penalties in respect of the Scheme and this deed poll, the performance of this deed poll and each transaction effected by or made under or in connection with the Scheme and this deed poll; and indemnifies each Scheme Shareholder against any liability arising from failure to comply with clause Governing law and jurisdiction This deed poll is governed by the law in force in Western Australia. Golden Harp irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this deed poll. Golden Harp irrevocably waives any objection to the venue of any legal process Scheme deed poll page 6

108 7 General in these courts on the basis that the process has been brought in an inconvenient forum. 7.3 Waiver (c) Golden Harp may not rely on the words or conduct of any Scheme Shareholder as a waiver of any right unless the waiver is in writing and signed by the Scheme Shareholder granting the waiver. No Scheme Shareholder may rely on words or conduct of Golden Harp as a waiver of any right unless the waiver is in writing and signed by Golden Harp, as appropriate. The meanings of the terms used in this clause 7.3 are set out below. Term Meaning conduct includes delay in the exercise of a right. right any right arising under or in connection with this deed poll and includes the right to rely on this clause. waiver includes an election between rights and remedies, and conduct which might otherwise give rise to an estoppel. 7.4 Variation A provision of this deed poll may not be varied unless: if before the First Court Date, the variation is agreed to by Beadell; or if on or after the First Court Date, the variation is agreed to by Beadell and the Court indicates that the variation would not of itself preclude approval of the Scheme, in which event Golden Harp will enter into a further deed poll in favour of the Scheme Shareholders giving effect to the variation. 7.5 Cumulative rights The rights, powers and remedies of Golden Harp and the Scheme Shareholders under this deed poll are cumulative and do not exclude any other rights, powers or remedies provided by law independently of this deed poll. 7.6 Assignment The rights created by this deed poll are personal to Golden Harp and each Scheme Shareholder and must not be dealt with at law or in equity without the prior written consent of Golden Harp. Any purported dealing in contravention of clause 7.6 is invalid Scheme deed poll page 7

109 7 General 7.7 Further action Golden Harp must, at its own expense, do all things and execute all documents necessary to give full effect to this deed poll and the transactions contemplated by it Scheme deed poll page 8

110 Attachment 1 Scheme [Attached] Scheme deed poll page 1

111 Signing page Executed as a deed poll Golden Harp Signed sealed and delivered by Golden Harp Resources Inc in the presence of Seal sign here Authorised signatory sign here Witness print name print name Scheme deed poll page 2