ENDEAVOUR MINING CORPORATION
Proposal 1
To consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution (the "Endeavour Share Issuance Resolution"), the full text of which is attached as Appendix A to the accompanying joint management information circular (the "Circular") of Endeavour and Teranga Gold Corporation ("Teranga") authorizing Endeavour to issue such number of voting ordinary shares of Endeavour ("Endeavour Shares") as may be required to be issued to holders of common shares of Teranga (the "Teranga Shares") to allow Endeavour to indirectly acquire all of the outstanding Teranga Shares on the basis of 0.47 of an Endeavour Share for each outstanding Teranga Share in accordance with an arrangement agreement between Endeavour and Teranga dated November 16, 2020, as more particularly described in the Circular (the "Arrangement").
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 2
To consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution (the "Endeavour Placement Resolution"), the full text of which is attached as Appendix C to the Circular to issue such number of Endeavour Shares to La Mancha Holding S.à r.l. ("La Mancha") or an affiliate thereof as is equal to US$200,000,000 provided that such amount does not exceed 9.99% of the Endeavour Shares issued and outstanding immediately prior to the completion of the Arrangement, with such issuance to be in accordance with a subscription agreement entered into between La Mancha and Endeavour dated November 16, 2020.
Caisse vote:
For
Applicable policy or principle:
PC_02