THE PURPOSE OF PURCHASING (A) MMI SILVER, (B) A
QUANTITY OF SILVER BASED UPON PRODUCTION OF MMI SILVER, OR (C) A ROYALTY BASED
ON PRODUCTION OF MMI SILVER, OTHER THAN AN AFFILIATE OF MMI THAT IS 100% OWNED
OR CONTROLLED BY MMI AND/OR ANOTHER AFFILIATE OF MMI THAT DOES NOT OFFER ITS
SECURITIES FOR SALE TO THE PUBLIC OR WHOSE SECURITIES DO NOT TRADE IN ANY MANNER
ON A STOCK EXCHANGE; (II) INVEST IN, ACQUIRE OR AGREE TO ACQUIRE OR MAKE ANY
PROPOSAL TO ACQUIRE, IN ANY MANNER, ANY SECURITIES, ANY OPTION TO ACQUIRE ANY
SECURITIES, ANY SECURITY CONVERTIBLE INTO OR EXCHANGEABLE FOR ANY SECURITIES OR
ANY OTHER RIGHT TO ACQUIRE ANY SECURITIES IN ANY PERSON THAT ISSUES ITS
SECURITIES TO THE PUBLIC OR WHOSE SECURITIES TRADE ON A STOCK EXCHANGE AND THAT
HAS AGREED TO PURCHASE MMI SILVER, WHICH IN THE AGGREGATE WOULD GIVE MMI OR ANY
OF ITS AFFILIATES MORE THAN 20% OF THE VOTING SECURITIES OF SUCH PERSON, OR
(III) EXCEPT AS PERMITTED UNDER SECTION 3, ENTER INTO ANY ARRANGEMENT TO SELL
ANY OF THE MMI SILVER, OTHER THAN TRADE SALES IN THE ORDINARY COURSE OF
BUSINESS. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 2 SHALL PRECLUDE MMI OR ANY
OF ITS AFFILIATES FROM CREATING A COMPETITOR TO SILVER WHEATON FOR THE PURPOSE
OF PURCHASING MMI SILVER.
(B)
MMI HEREBY AGREES THAT SILVER WHEATON SHALL HAVE THE RIGHT TO MAKE
A PROPOSAL TO MMI'S BOARD WITH RESPECT TO THE PURCHASE OF MMI SILVER OR THE
PURCHASE OF A ROYALTY RELATING TO MMI SILVER AND MMI COVENANTS AND AGREES TO
CONSIDER ANY SUCH PROPOSAL IN GOOD FAITH.
2
3.
RIGHT OF FIRST REFUSAL
(A)
IF MMI OR ANY OF ITS AFFILIATES RECEIVES A BONA FIDE OFFER FROM A
THIRD PARTY (A "THIRD PARTY OFFER") TO ENTER INTO AN ARRANGEMENT TO PURCHASE MMI
SILVER, OTHER THAN TRADE SALES IN THE ORDINARY COURSE OF BUSINESS, AND MMI OR
ANY OF ITS AFFILIATES IS WILLING TO ACCEPT THAT THIRD PARTY OFFER, THEN:
(I)
MMI SHALL GIVE WRITTEN NOTICE TO SILVER WHEATON OF THE THIRD
PARTY OFFER TOGETHER WITH MMI'S OWN OFFER TO SILVER WHEATON TO SELL MMI SILVER
ON THE SAME TERMS AND CONDITIONS AS THE THIRD PARTY OFFER (THE "MMI OFFER"); AND
(II)
SILVER WHEATON SHALL HAVE THE RIGHT FOR A PERIOD OF 15 DAYS FROM
THE DATE OF RECEIPT OF THE MMI OFFER (THE "ELECTION PERIOD") TO ELECT TO ACCEPT
THE MMI OFFER.
(B)
WITHOUT PREJUDICE TO THE BINDING NATURE OF THE AGREEMENT BETWEEN
MMI AND SILVER WHEATON THAT SHALL COME INTO EXISTENCE ON THE DATE ON WHICH
SILVER WHEATON ELECTS TO ACCEPT THE MMI OFFER, MMI OR AN AFFILIATE OF MMI AND
SILVER WHEATON OR AN AFFILIATE OF SILVER WHEATON SHALL ENTER INTO A WRITTEN
AGREEMENT, IN FORM AND CONTENT REASONABLY ACCEPTABLE TO MMI AND SILVER WHEATON,
THAT INCORPORATES THE TERMS OF THE MMI OFFER AND OTHER COMMERCIALLY REASONABLE
TERMS AND CONDITIONS, WITHIN 15 DAYS FOLLOWING THE DATE ON WHICH SILVER WHEATON
ELECTS TO ACCEPT THE MMI