C A N A D A PROVINCE OF QUÉBEC DISTRICT OF MONTRÉAL

S U P E R I O R C O U R T (Commercial Division)

No.: 500-11-

IN THE MATTER OF A PROPOSED ARRANGEMENT CONCERNING SEMAFO INC. PURSUANT TO SECTION 414 OF THE BUSINESS CORPORATIONS ACT, CQLR c S-31.1 (the “QBCA”):

SEMAFO INC., a legal person duly continued under the laws of Québec, having its registered office at 100 Alexis-Nihon Blvd., 7th Floor, Saint-Laurent, Province of Québec, H4M 2P3, in the district of Montréal

Applicant

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ENDEAVOUR MINING CORPORATION, a legal person incorporated under the laws of the Cayman Islands, having its registered office at 27 Hospital Road, Georgetown, Grand Cayman, Cayman Islands KYI-9008

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ACQUISITION SEMAFO INC., a legal person incorporated under the laws of Québec, having its registered office at 1000 rue de la Gauchetière Ouest, Suite 2500, Montréal, Province of Québec, H3B 0A2, in the district of Montréal

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AUTORITÉ DES MARCHÉS FINANCIERS, a legal person established by the Act respecting the regulation of the financial sector, CQLR c E-6.1, having its principal place of business at 800 rue du

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Square-Victoria, 22nd Floor, Place Victoria, Montréal, Province of Québec, H4Z 1G3, in the district of Montréal

Impleaded Parties

APPLICATION FOR INTERIM AND FINAL ORDERS IN CONNECTION WITH A PROPOSED ARRANGEMENT

(Section 414 and ff. of the QBCA)

TABLE OF CONTENTS

I. INTRODUCTION ....................................................................................................... 2

II. THE PARTIES ........................................................................................................... 4

A. SEMAFO ............................................................................................................. 4 B. ENDEAVOUR ...................................................................................................... 4

III. THE CONTEMPLATED TRANSACTION .............................................................. 5

A. BACKGROUND TO THE ARRANGEMENT ........................................................ 5 B. THE EXCHANGE OF SEMAFO SHARES FOR ENDEAVOUR SHARES ............ 5 C. SEMAFO SHAREHOLDER SUPPORT ............................................................... 6 D. ENDEAVOUR SHAREHOLDER SUPPORT ........................................................ 7

IV. THE PLAN OF ARRANGEMENT .......................................................................... 8

V. DISSENT RIGHTS ............................................................................................... 12

VI. GROUNDS FOR THE ISSUANCE OF INTERIM AND FINAL ORDERS ............. 12

A. THE PLAN OF ARRANGEMENT IS AN “ARRANGEMENT” .............................. 12 B. SEMAFO IS NOT INSOLVENT AND IS ABLE TO PAY ITS LIABILITIES ........... 12 C. THE ARRANGEMENT IS THE ONLY PRACTICABLE WAY ............................. 12

VII. FAIRNESS AND REASONABLENESS OF THE ARRANGEMENT ................... 13

A. UNANIMOUS RECOMMENDATION OF THE SEMAFO SPECIAL COMMITTEE

AND UNANIMOUS APPROVAL BY THE SEMAFO BOARD ...................................... 13 B. FAIRNESS OPINIONS FROM MAXIT CAPITAL AND NATIONAL BANK

FINANCIAL ................................................................................................................ 14 C. THE SIGNIFICANT PREMIUM TO THE SEMAFO SHAREHOLDERS .............. 15

VIII. NECESSITY TO HOLD THE SEMAFO MEETING IN A VIRTUAL-ONLY FORMAT ....................................................................................................................... 15

A. THE PANDEMIC AND CURRENT GOVERNMENTAL GUIDELINES, DECREES

AND ORDERS ........................................................................................................... 16

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B. GROUNDS FOR THE SEMAFO MEETING TO BE HELD IN A VIRTUAL-FORMAT ONLY.......................................................................................................... 16 C. THE COURT’S PERMISSION IS REQUIRED ................................................... 17 D. THE VIRTUAL-ONLY FORMAT PROPOSED BY SEMAFO .............................. 17

IX. NOTICE TO THE AMF ......................................................................................... 19

X. THE ORDERS SOUGHT ..................................................................................... 19

TO THE HONOURABLE MARIE-ANNE PAQUETTE, J.S.C., SITTING IN THE COMMERCIAL DIVISION IN AND FOR THE DISTRICT OF MONTRÉAL, THE APPLICANT RESPECTFULLY SUBMITS AS FOLLOWS:

I. INTRODUCTION

1. On March 23, 2020, the Applicant SEMAFO Inc. (“SEMAFO”) and the Impleaded Party Endeavour Mining Corporation (“Endeavour”) announced that they entered into a definitive agreement whereby Endeavour has agreed to acquire all of the issued and outstanding common shares in the share capital of SEMAFO (the “SEMAFO Shares”), by way of a plan of arrangement under the QBCA (the “Arrangement”).

2. Pursuant to the Arrangement, SEMAFO Shares will be exchanged at a ratio of 0.1422 of an Endeavour ordinary share (each whole such share, an “Endeavour Share”) for one SEMAFO Share (the “Exchange Ratio”).

3. The Exchange Ratio represents a premium of approximately 27% based on the 20-day volume weighted average price of both companies for the period ended March 20, 2020, with an implied equity value of SEMAFO equal to $1.0 billion based on the Endeavour Share’s closing price on March 20, 2020.

4. Immediately following the Arrangement, the current Endeavour Shareholders (as defined below) and the current SEMAFO Shareholders (as defined below) will own approximately 70% and 30%, respectively, of the combined entity on a fully-diluted in-the-money basis.

5. The contemplated transaction will be consummated through an orderly sequence of transactions, which includes a statutory plan of arrangement pursuant to Section 414 of the QBCA proposed by SEMAFO to the holders of the SEMAFO Shares (the “SEMAFO Shareholders”) at the SEMAFO Meeting (as defined below) on May 28, 2020, which is the subject of the present Application.

6. On the same day, the holders of the Endeavour Shares (the “Endeavour Shareholders”) will be asked to vote upon and approve, among other things, the Endeavour Share Issuance Resolution (as defined below) to allow for the issuance

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of Endeavour Shares. The issuance of Endeavour Shares is not subject to Court approval and is not subject to the present Application.

7. As such, in connection with the Arrangement, SEMAFO seeks the following Orders from this Court:

(a) as a first step, an interim order pursuant to Section 414 of the QBCA (the “Interim Order”) governing various procedural matters, including the conduct of the SEMAFO Meeting where the SEMAFO Shareholders will be asked to vote upon and approve the SEMAFO Arrangement Resolution (as defined below) in favour of the Arrangement;

(b) as a second step, a final order pursuant to Section 414 of the QBCA (the “Final Order”) approving and sanctioning the Arrangement; and

(c) such other orders as counsel may request and this Court deems appropriate.

8. SEFAMO files as Exhibit P-1, en liasse, a draft Notice of Special Meetings of Shareholders of SEMAFO Inc. and Shareholders of Endeavour Mining Corporation and Joint Management Information Circular and attachments thereto (collectively, the “Circular”), which includes the following related documents and materials (in draft form):

(a) the Notice of the Special Meeting of Shareholders of SEMAFO Inc.;

(b) the Circular, including the following appendices thereto:

Appendix “A” SEMAFO Arrangement Resolution;

Appendix “B” Endeavour Share Issuance Resolution;

Appendix “D” Interim Order;

Appendix “F” Plan of Arrangement;

Appendix “G” Fairness Opinion of Maxit Capital LP;

Appendix “H” Fairness Opinion of National Bank Financial; Appendix “M” Extracts of Chapter XIV of the QBCA;

Appendix “N” Comparison of Rights under the QBCA and the Cayman Companies Law

9. The terms and conditions of the contemplated transaction are set out in the arrangement agreement dated March 23, 2020 entered into between SEMAFO and Endeavour, together with Schedules “A” to “D” (collectively, the “Arrangement Agreement”), attached as Exhibit P-2, en liasse. The terms and conditions of the Arrangement are set out in the plan of arrangement attached as Appendix "F" of the Circular (the “Plan of Arrangement”).

10. For purposes of this Application, all capitalized terms used, but not otherwise defined herein, shall have the same meaning as set out in the Glossary contained in the Circular (Exhibit P-1, en liasse, at pages 135 to 149).

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II. THE PARTIES

A. SEMAFO

11. SEMAFO is a Canadian-based intermediate (i.e., mid-tier) gold producer operating the Mana Mine and the Boungou Mine, which are gold mines in Burkina Faso.

12. In a corporate history that spans over twenty years, SEMAFO has successfully commissioned four gold mines in several jurisdictions in West Africa. Over the course of its history, SEMAFO has produced over 3,000,000 ounces of gold.

13. The Mana Mine is located 260 kilometers southwest of the capital of Burkina Faso, Ouagadougou. It is the third-largest mine in Burkina Faso and has produced some 2,000,000 ounces of gold since its first gold pour in 2008.

14. The Boungou Mine is a high-grade gold deposit located in the Est region in southeastern Burkina Faso. Commercial production was achieved on September 1, 2018.

15. SEMAFO was created as a result of the amalgamation of SEG Exploration Inc. and Orimar Resources Inc. under Part 1A of the Companies Act, CQLR, c C-38, in 1993, as appears from a Certificate of Amalgamation and schedules thereto dated March 3, 1994, as amended, attached as Exhibit P-3. SEMAFO is currently governed by the QBCA.

16. SEMAFO has its head and registered offices located at 100 Alexis-Nihon Blvd, 7th Floor, Saint-Laurent, Québec, H4M 2P3.

17. The SEMAFO Shares are traded on the Toronto Stock Exchange (the “TSX”) under the symbol “SMF”, and SEMAFO is a reporting issuer in Québec, Ontario, Alberta and British Columbia.

18. The SEMAFO Shares are also listed on the NASDAQ OMX (Sweden).

19. As at April 9, 2020, 334,468,873 SEMAFO Shares were issued and outstanding.

20. As at March 3, 2020, stock options allowing holders to purchase 470,000 SEMAFO Shares were issued and outstanding.

B. ENDEAVOUR

21. Endeavour is an intermediate gold producer, operating four mines across Côte d’Ivoire (Agbaou and Ity) and Burkina Faso (Houndé and Karma) and the exploration project in Mali (Kalana).

22. Endeavour is involved in the exploration, development and operation of gold mines in the Birimian greenstone belt in West Africa. Its four mines produced 651,000 ounces of gold in 2019.

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23. Endeavour was incorporated on July 25, 2002 under the laws of the Cayman Islands. It is currently governed by the laws of the Cayman Islands and is a reporting issuer in all of the provinces of Canada, other than Québec.

24. The registered office of Endeavour is located at 27 Hospital Road, George Town, Grand Cayman, Cayman Islands. Its corporate office is located at 5 Young Street, London, United Kingdom and its executive office is located at 7 Boulevard des Moulins, Monaco.

25. The authorized share capital of Endeavour consists of 200,000,000 ordinary voting shares of $0.10 par value (the Endeavour Shares) and 100,000,000 undesignated shares.

26. The Endeavour Shares are listed on the TSX under the symbol “EDV”. They also trade on Canadian alternative trading systems and are quoted in the United States on OTCQX International under the symbol “EDVMF”.

27. As at March 9, 2020, 109,927,097 Endeavour Shares were issued and outstanding. As at the same date, 14,950 stock options to acquire 14,950 Endeavour Shares were issued and outstanding.

III. THE CONTEMPLATED TRANSACTION

A. BACKGROUND TO THE ARRANGEMENT

28. The background of the contemplated transaction is more fully set out in the Circular (Exhibit P-1, en liasse) at pages 58 to 62.

29. As more fully explained in the Circular, the terms of the Arrangement Agreement are the result of arm’s length negotiations among representatives of SEMAFO and Endeavour and their respective legal and financial advisors.

B. THE EXCHANGE OF SEMAFO SHARES FOR ENDEAVOUR SHARES

30. As stated above, the Arrangement provides for the exchange of SEMAFO Shares for Endeavour Shares based on an exchange ratio of 0.1422 of an Endeavour Share for each SEMAFO Share (i.e., the Exchange Ratio).

31. The Exchange Ratio represents a premium of approximately 27% relative to the 20-day volume weighted average price of the SEMAFO Shares and the Endeavour Shares on the TSX for the period ended on March 20, 2020 (being the last trading day prior to the announcement of the Arrangement) and a premium of approximately 55% relative to the closing price of the SEMAFO Shares and the Endeavour Shares on the TSX on March 20, 2020.

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32. Immediately following completion of the Arrangement, the SEMAFO Shareholders and the Endeavour Shareholders will own approximately 30% and 70% of Endeavour, respectively, on a fully-diluted in-the-money basis.

33. On completion of the Arrangement, Endeavour will indirectly own all of the SEMAFO Shares and SEMAFO will be an indirect wholly-owned subsidiary of Endeavour. Immediately following completion of the Arrangement, former SEMAFO Shareholders (other than Dissenting SEMAFO Shareholders) will be Endeavour Shareholders.

34. Each SEMAFO RSU, SEMAFO PSU and SEMAFO DSU (as defined in the Circular) issued and outstanding on the date of the Final Order, whether vested or unvested, will vest to the fullest extent, and each such SEMAFO RSU, SEMAFO PSU and SEMAFO DSU will be cancelled in exchange for a cash payment by SEMAFO to the holders thereof equal to:

(a) in the case of SEMAFO RSUs, the average closing price of one SEMAFO Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date;

(b) in the case of SEMAFO PSUs, the average closing price of one SEMAFO Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date, multiplied by the maximum performance factor applicable to the grant in accordance with the SEMAFO PSU/RSU Plan and resolution of the SEMAFO Board; and

(c) in the case of SEMAFO DSUs, the average closing price of one SEMAFO Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date;

in each case, less any amounts withheld in accordance with the terms of the Arrangement Agreement.

35. Each SEMAFO Option (as defined in the Circular) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and surrendered without any payment in respect thereof. The SEMAFO Options will be expired by the time of the closing of the proposed Arrangement and will be out of the money (i.e., the strike price is greater than the price implied by the Exchange Ratio, meaning that such options have no intrinsic value).

C. SEMAFO SHAREHOLDER SUPPORT

36. The SEMAFO Arrangement Resolution must be approved by the affirmative vote of at least two-thirds of the votes cast by SEMAFO Shareholders at the SEMAFO Meeting.

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37. All directors and officers of SEMAFO (who collectively beneficially own 652,995 SEMAFO Shares, representing approximately 0.20% of the issued and outstanding SEMAFO Shares) have each entered into a voting and support agreement with Endeavour pursuant to which each such individual has agreed to, among other things, support the Arrangement and vote all SEMAFO Shares beneficially owned by him or her in favour of the SEMAFO Arrangement Resolution.

38. All of the SEMAFO Shares held by such directors and executive officers of SEMAFO will be treated in the same fashion under the Arrangement as SEMAFO Shares held by any other SEMAFO Shareholder.

39. Pursuant to the Arrangement Agreement, certain executive officers of SEMAFO (namely, Benoit Desormeaux, President and Chief Executive Officer; Martin Milette, Chief Financial Officer; Sylvain Duchesne, Vice-President Engineering & Construction; Patrick Moryoussef, Vice-President, Mining Operations; and Richard Roy, Vice-President, Exploration) will become employees Endeavour in various roles upon completion of the Arrangement and will enter into employment arrangements with Endeavour with respect to such appointments.

D. ENDEAVOUR SHAREHOLDER SUPPORT

40. The contemplated transaction also requires the approval of a resolution by a simple majority of the Endeavour Shareholders voting as a single class, and approving the issuance of the Endeavour Shares to be exchanged against the SEMAFO Shares (the “Endeavour Share Issuance Resolution”).

41. To obtain this approval, the Endeavour Meeting will be held on the same day as the SEMAFO Meeting, that is, May 28, 2020, in a virtual format via live audio webcast.

42. The Endeavour Share Issuance Resolution is not part of the proposed Arrangement and not subject to this Court’s approval.

43. SEMAFO has entered into voting and support agreements with directors and officers of Endeavour and La Mancha Holding S.À R.L. (“La Mancha”), who collectively beneficially own approximately 31.8% of the issued and outstanding Endeavour Shares, pursuant to which they have agreed to support the Arrangement and vote all Endeavour Shares beneficially owned by them in favour of the Endeavour Share Issuance Resolution, on the terms and subject to the conditions of such agreements.

44. In support of the Arrangement, La Mancha will also be entering into a subscription agreement with Endeavour pursuant to which La Mancha has agreed to subscribe for aggregate gross proceeds to Endeavour of US$100 million at a price per share equal to the five-day volume weighted average price (VWAP) of the Endeavour

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Shares on the TSX, calculated immediately prior to the completion of the Arrangement, less a discount to be determined (the “La Mancha Placement”).

45. The Endeavour Shareholders will also be voting on a resolution to authorize the La Mancha Placement at the Endeavour Meeting, but approval of the La Mancha Placement is not a condition to the completion of the proposed Arrangement.

IV. THE PLAN OF ARRANGEMENT

46. As explained above, the proposed Arrangement will be consummated through an orderly sequence of transactions. These transactions are set out in a statutory plan of arrangement pursuant to Section 414 of the QBCA proposed by SEMAFO to the SEMAFO Shareholders.

47. Pursuant to the proposed Arrangement, the SEMAFO Shares will be assigned and transferred, or deemed to be assigned and transferred if the SEMAFO Shareholder exercises Dissent Rights (as defined below), to Acquisition SEMAFO Inc., a wholly-owned subsidiary of Endeavour.

48. Acquisition SEMAFO Inc. will therefore acquire all of the issued and outstanding SEMAFO Shares and SEMAFO will become an indirect wholly-owned subsidiary of Endeavour.

49. The Arrangement is proposed to be carried out pursuant to Chapter XVI – Division II of the QBCA. The following procedural steps must be taken in order for the proposed Arrangement to become effective:

(a) the SEMAFO Arrangement Resolution must be approved by the SEMAFO Shareholders in the manner set forth in the Interim Order;

(b) the Court must grant the Final Order approving the Arrangement;

(c) all conditions precedent to the proposed Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by one or both of SEMAFO and Endeavour, as applicable; and

(d) the Articles of Arrangement must be filed with the Enterprise Registrar and a Certificate of Arrangement must be issued by the Enterprise Registrar.

50. In accordance with the terms of the Interim Order sought herein, registered SEMAFO Shareholders will also have a right to demand the purchase of their SEMAFO Shares in connection with the Arrangement and, if the SEMAFO Arrangement Resolution is passed and the Arrangement becomes effective, to be paid the fair value of their SEMAFO Shares (the “Dissent Rights”).

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51. Pursuant to the terms of the Plan of Arrangement, at the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at two minute intervals starting at the Effective Time (unless otherwise indicated):

(a) notwithstanding the terms of a shareholder rights plan of SEMAFO dated March 15, 2011, as ratified on May 10, 2011 and extended on May 15, 2014 and May 4, 2017 (the “Rights Plan”), the Rights Plan shall be terminated and all rights issued pursuant to the Rights Plan shall be cancelled without any payment in respect thereof;

(b) each SEMAFO Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the SEMAFO 2010 Option Plan or the SEMAFO Option Plan, as applicable, shall, without any further action by or on behalf of a holder of SEMAFO Options, be cancelled and surrendered without any payment in respect thereof;

(c) each SEMAFO DSU, SEMAFO RSU or SEMAFO PSU outstanding immediately prior to the Effective Time, whether vested or unvested, shall be deemed to be vested to the fullest extent, notwithstanding the terms of the SEMAFO DSU Plan or the SEMAFO PSU/RSU Plan, as applicable, and shall, without any further action by or on behalf of a holder SEMAFO DSUs, SEMAFO PSUs or SEMAFO RSUs, be treated as follows and in a simultaneous manner:

(i) such SEMAFO DSU shall be cancelled in exchange for a cash payment by SEMAFO equal to the average closing price of one SEMAFO Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date, less any amounts withheld pursuant to the Plan of Arrangement;

(ii) such SEMAFO RSU shall be cancelled in exchange for a cash payment by SEMAFO equal to the average closing price of one SEMAFO Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date, less any amounts withheld pursuant to the Plan of Arrangement; and

(iii) such SEMAFO PSU shall be cancelled in exchange for a cash payment by SEMAFO equal to the average closing price of one SEMAFO Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date, multiplied by the maximum performance factor applicable to the grant in accordance with the SEMAFO PSU/RSU Plan and resolution of the SEMAFO Board, less any amounts withheld pursuant to the Plan of Arrangement;

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(d) (i) each holder of SEMAFO DSUs, SEMAFO RSUs or SEMAFO PSUs shall cease to be a holder of SEMAFO DSUs, SEMAFO RSUs or SEMAFO PSUs, (ii) such holder’s name shall be removed from each applicable register, (iii) the SEMAFO DSU Plan and the SEMAFO PSU/RSU Plan and all agreements relating to SEMAFO DSUs, SEMAFO RSUs or SEMAFO PSUs shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to paragraph (c) above at the time and in the manner specified in paragraph (c) above;

(e) each of the SEMAFO Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality to Acquisition SEMAFO Inc. (free and clear of all Liens) in consideration for the right to be paid the fair value of their SEMAFO Shares in accordance with the Plan of Arrangement, and:

(i) such Dissenting SEMAFO Shareholders shall cease to be the holders of such SEMAFO Shares and to have any rights as SEMAFO Shareholders, other than the right to be paid fair value for such SEMAFO Shares as set out in the Plan of Arrangement;

(ii) such Dissenting SEMAFO Shareholders’ names shall be removed as the registered holders of such SEMAFO Shares from the registers of SEMAFO Shares maintained by or on behalf of SEMAFO; and

(iii) Acquisition SEMAFO Inc. shall be deemed to be the transferee of such SEMAFO Shares free and clear of all Liens, and shall be entered in the registers of SEMAFO Shares maintained by or on behalf of SEMAFO; and

(f) each SEMAFO Share outstanding immediately prior to the Effective Time, other than the SEMAFO Shares held by a Dissenting SEMAFO Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a SEMAFO Shareholder, be deemed to be assigned and transferred by the holder thereof to Acquisition SEMAFO Inc. (free and clear of all Liens) in exchange for the Arrangement Consideration from Endeavour for each such SEMAFO Share, and:

(i) the SEMAFO Shareholders shall cease to be registered holders and beneficial owners of the SEMAFO Shares and to have any rights as SEMAFO Shareholders, other than the right to be paid the Arrangement Consideration per SEMAFO Share from Acquisition SEMAFO Inc. in accordance with the Plan of Arrangement;

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(ii) such SEMAFO Shareholders’ names shall be removed from the register of the SEMAFO Shares maintained by or on behalf of SEMAFO; and

(iii) Acquisition SEMAFO Inc. shall be deemed to be the transferee of such SEMAFO Shares (free and clear of all Liens) and shall be entered in the register of the SEMAFO Shares maintained by or on behalf of SEMAFO; and

(g) concurrently with the step described in paragraph (f) above, in consideration for Endeavour delivering the Endeavour Shares as consideration under the Arrangement to the SEMAFO Shareholders pursuant to the preceding step, Acquisition SEMAFO Inc. Shares with an aggregate fair market value equal to the aggregate fair market value of the Arrangement Consideration so delivered shall be issued by Acquisition SEMAFO Inc. to Endeavour, and in respect thereof, there shall be added to the stated capital account maintained by Acquisition SEMAFO Inc. for Acquisition SEMAFO Inc. Shares an amount equal to the fair market value of the aggregate number of SEMAFO Shares acquired by Acquisition SEMAFO Inc. pursuant to the preceding step in consideration for the Endeavour Shares issued as consideration under the Arrangement.

52. Upon issuance of the Final Order and the satisfaction or waiver of the conditions precedent to the proposed Arrangement set forth in the Arrangement Agreement, SEMAFO will file the Articles of Arrangement and such other documents as may be required to give effect to the Arrangement with the Enterprise Registrar pursuant to Chapter XVI – Division II of the QBCA.

53. Upon issuance of the Certificate of Arrangement by the Enterprise Registrar, the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out in the Plan of Arrangement without any further act or formality.

54. The Plan of Arrangement will also provide that the SEMAFO Shareholders who are resident in the European Union at the Effective Time will be “Ineligible Shareholders”.

55. Ineligible Shareholders will not be offered or issued Endeavour Shares upon the completion of the Arrangement. Instead the Endeavour Shares which would be otherwise have been issued to the Ineligible Shareholders (the “Sale Securities”) will be issued to the Sale Agent.

56. The Sale Agent will be responsible for selling the Sale Securities in accordance with the terms of the Sale Facility and remitting the net proceeds of such sales to the Ineligible Shareholders.

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V. DISSENT RIGHTS

57. Further, pursuant to the terms of the Plan of Arrangement and the Interim Order sought herein, registered SEMAFO Shareholders will be entitled to exercise a right to demand the repurchase of their SEMAFO Shares and, if the Arrangement becomes effective, to be paid the fair value of the SEMAFO Shares.

58. To validly exercise their Dissent Rights, the SEMAFO Shareholders must send a Dissent Notice to SEMAFO in the manner set forth in the Plan of Arrangement, the Interim Order and the provisions of Chapter XIV of the QBCA. They must also exercise all of their voting rights in the SEMAFO Shares against the adoption and approval of the SEMAFO Arrangement Resolution.

59. While Acquisition SEMAFO Inc. will directly acquire all of the SEMAFO Shares and Acquisition SEMAFO Inc. will pay the repurchase price, Acquisition SEMAFO Inc., SEMAFO and Endeavour will be solidarily liable for the repurchase price.

VI. GROUNDS FOR THE ISSUANCE OF INTERIM AND FINAL ORDERS

A. THE PLAN OF ARRANGEMENT IS AN “ARRANGEMENT”

60. The Plan of Arrangement is an arrangement under Section 414 of the QBCA.

61. Subsection 415(5) of the QBCA provides that “an arrangement submitted to a court for approval may relate to […] an exchange of securities, participations or debt obligations of the corporation for money or other securities, participations or debt obligations or other property of the corporation or of another legal person”.

62. The Arrangement is an indirect exchange of shares of one corporation (SEMAFO) for the shares of another corporation (Endeavour) and therefore falls within the ambit of Sections 414 and following of the QBCA.

B. SEMAFO IS NOT INSOLVENT AND IS ABLE TO PAY ITS LIABILITIES

63. SEMAFO is not insolvent and is able to pay its liabilities as they become due within the meaning of Section 414 of the QBCA, as appears from SEMAFO’s Annual Report containing its audited consolidated financial statements for the years ended December 31, 2019 and 2018, communicated en liasse as Exhibit P-4.

C. THE ARRANGEMENT IS THE ONLY PRACTICABLE WAY

64. It would be impracticable and far too onerous for SEMAFO to carry out the steps required for the implementation of the Arrangement other than by way of the arrangement provisions provided for in Sections 414 and following of the QBCA because:

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(a) the transaction contemplated in the Arrangement Agreement is dependent upon all of the SEMAFO Shares being acquired indirectly by Endeavour and all of the SEMAFO SEMAFO DSUs, SEMAFO RSUs and SEMAFO PSUs as well as SEMAFO Options being cancelled simultaneously. This is an essential condition of the transaction, without which Endeavour would not have agreed to exchange the SEMAFO Shares for the Endeavour Shares at the Exchange Ratio. The only practical way to achieve this is through an arrangement under the QBCA;

(b) the Arrangement is dependent upon the completion of a number of interrelated and sequenced corporate steps, and it is essential that no element of the Arrangement occur unless there is certainty that all of the other elements of the Arrangement occur within the strict time periods provided and in the correct order. The only practical way to achieve this is through an arrangement under the QBCA;

(c) the arrangement provisions of the QBCA offer greater certainty and flexibility than the provisions governing take-over bids under the Securities Act and the QBCA, the whole while reducing delays and expenses. At the same time, the proposed Arrangement, by requiring both a vote of the SEMAFO Shareholders and a fairness hearing before the Court, ensures that all of the SEMAFO Shareholders are treated fairly by providing them a vote and right to be heard; and

(d) the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. Such an exemption will only be available if there is a Court’s affirmative determination that the Arrangement is both substantively and procedurally fair to SEMAFO Shareholders. The only practical way to achieve this is through an arrangement under the QBCA.

VII. FAIRNESS AND REASONABLENESS OF THE ARRANGEMENT

65. The Arrangement is fair and reasonable, has a valid business purpose, and has been put forward in good faith by SEMAFO and the board of directors of SEMAFO (the “SEMAFO Board”).

A. UNANIMOUS RECOMMENDATION OF THE SEMAFO SPECIAL COMMITTEE AND UNANIMOUS APPROVAL BY THE SEMAFO BOARD

66. As explained above, the terms of the Arrangement Agreement are the result of arm’s length negotiations among representatives of SEMAFO and Endeavour and their respective legal and financial advisors.

67. The Arrangement was reviewed and evaluated by a special committee, comprised of members of the SEMAFO Board who are independent of Endeavour and of management of SEMAFO (the “SEMAFO Special Committee”).

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68. Following consultation with legal counsel and financial advisors and receipt of the SEMAFO Fairness Opinions (as defined below), the SEMAFO Special Committee unanimously determined that the Arrangement is in the best interests of SEMAFO and is fair to the SEMAFO Shareholders and unanimously recommended that the SEMAFO Board approve the Arrangement Agreement and the Arrangement.

69. Thereafter, after careful consideration, including consideration of briefings from senior management, consultation with its legal and financial advisors, the unanimous recommendation of the SEMAFO Special Committee, the receipt of the SEMAFO Fairness Opinions and the factors described at pages 64 to 67 of the Circular (Exhibit P-1, en liasse), the SEMAFO Board unanimously determined that the Arrangement is in the best interests of SEMAFO and is fair to the SEMAFO Shareholders, and unanimously approved the Arrangement and the entering into of the Arrangement Agreement.

70. The SEMAFO Board has unanimously recommended that the SEMAFO Shareholders vote in favour of the SEMAFO Arrangement Resolution.

71. With exception of the President and Chief Executive Officer of SEMAFO (Benoit Desormeaux), all of the members of the SEMAFO Board are independent of the management of SEMAFO.

72. All of the members of the SEMAFO Board are also independent of Endeavour.

B. FAIRNESS OPINIONS FROM MAXIT CAPITAL AND NATIONAL BANK FINANCIAL

73. In determining to approve the Arrangement and in making its recommendation to the SEMAFO Shareholders, the SEMAFO Board considered a number of factors described at pages 64 to 67 of the Circular (Exhibit P-1, en liasse), including the fairness opinions delivered by Maxit Capital LP (“Maxit Capital”), financial advisor to SEMAFO, and National Bank Financial Inc. (“National Bank Financial”), independent financial advisor to the SEMAFO Special Committee (together, the “SEMAFO Fairness Opinions”).

74. Each of the SEMAFO Fairness Opinions concludes that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by the SEMAFO Shareholders is fair, from a financial point of view, to the SEMAFO Shareholders.

75. The full text of the SEMAFO Fairness Opinions, which set forth, among other things, the credentials and independence of Maxit Capital and National Bank Financial, as applicable, the assumptions made, information reviewed and matters considered, and the limitations and qualifications on the review undertaken by Maxit Capital and National Bank Financial in connection with their respective opinions, are attached to the Circular (Exhibit P-1) as Appendix G and Appendix H.

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C. THE SIGNIFICANT PREMIUM TO THE SEMAFO SHAREHOLDERS

76. As stated above, the Exchange Ratio, being the fraction of an Endeavour Share being offered to the SEMAFO Shareholders for each SEMAFO Share, represents a premium of approximately 27% relative to the 20-day volume weighted average price of the SEMAFO Shares and the Endeavour Shares on the TSX for the period ended March 20, 2020 (being the last trading day prior to the announcement of the Arrangement) and a premium of approximately 55% relative to the closing price of the SEMAFO Shares and the Endeavour Shares on the TSX on March 20, 2020.

77. The Arrangement has received an overwhelmingly positive reaction from the market. Since the announcement of the Arrangement, the price and volume of trading in SEMAFO Shares from the date of the announcement have increased significantly.

78. Immediately following the announcement of the Arrangement Agreement, on March 23, 2020, the trading price of the SEMAFO Shares increased from $1.99 (the closing price on March 20, 2020) to $2.77 (the closing price on March 23, 2020). Since the announcement, the trading price of the SEMAFO Shares on the TSX has increased by approximately 80%, as appears from a copy of a chart and the underlying trading data attached en liasse as Exhibit P-5.

79. As well, since the announcement of the Arrangement, the SEMAFO Shares have generally traded at a price relating to the price of the Endeavour Shares that reflects the Exchange Ratio, subject only to a small discount.

80. Since the public announcement of the Arrangement, neither SEMAFO nor its financial advisor (Maxit Capital LP) has received any indication of interest of any person wishing to present a “SEMAFO Superior Proposal” (as defined in the Arrangement Agreement) or any other proposal that would constitute an “Acquisition Proposal” (as defined in the Arrangement Agreement).

VIII. NECESSITY TO HOLD THE SEMAFO MEETING IN A VIRTUAL-ONLY FORMAT

81. Given the current COVID-19 pandemic (the “Pandemic”), it is inadvisable, if not dangerous to the health and safety of the SEMAFO Shareholders, to hold the SEMAFO Meeting in person, whether at the registered office of SEMAFO or elsewhere in Québec.

82. As set out below, because the by-laws of SEMAFO do not expressly provide for a shareholders meeting to be held solely by means of electronic equipment, SEMAFO hereby respectfully seeks the Court’s permission to hold the SEMAFO Meeting in a virtual-only audio format.

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A. THE PANDEMIC AND CURRENT GOVERNMENTAL GUIDELINES, DECREES AND ORDERS

83. As set out below, there are various government guidelines, orders and decrees relating to social distancing, remote working and the prohibition on interior public gatherings to attempt to stop the spread of COVID-19 in Québec and the rest of Canada, due to the risk of infection to the population.

84. According to the Government of Québec, COVID-19 is a virus that can cause pneumonia and respiratory failure, leading to serious complications or death (Exhibit P-6).

85. On March 13, 2020, the Government of Québec, by virtue of Section 123 of the Public Health Act, c S-2.2, adopted an Order in Council declaring a health emergency through Québec territory (No. 177-2020), as extended by Orders in Council dated March 20, 2020 (No. 222-2020), March 29, 2020 (No. 388-2020), April 7, 2020 (418-2020) and April 15, 2020 (460-2020) prohibiting all indoor and outdoor assemblies, except for certain essential services (Exhibit P-7 en liasse).

86. On April 5, 2020, the Premier of Québec, François Legault, announced that the restrictions on indoor and outdoor assembles would remain in place until at least May 4, 2020 (Exhibit P-8). It cannot be reasonably expected that social distancing measures will cease to be implemented by May 28, 2020, when the SEMAFO Meeting is scheduled to be held.

87. Further, due to the Pandemic, the Public Health Agency of Canada has advised all Canadians to not gather in groups and to practice physical (social) distancing, as appears from an extract of its website (Exhibit P-9).

88. SEMAFO has been carefully monitoring developments with respect to the Pandemic.

89. The health and safety of the SEMAFO Shareholders would be threatened if SEMAFO were required to hold the SEMAFO Meeting of May 28, 2020 in person and such a meeting would be contrary to the guidelines, orders and decrees of the federal and Québec governments to not hold interior gatherings.

B. GROUNDS FOR THE SEMAFO MEETING TO BE HELD IN A VIRTUAL-FORMAT ONLY

90. Pursuant to Section 416 of the QBCA, the Court may make any order it thinks fit, including to protect the rights of interested persons.

91. The only manner possible to ensure that the SEMAFO Meeting is held in the present circumstances is by virtual-format only.

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92. Holding the SEMAFO Meeting in person could jeopardize the health and safety of the SEMAFO Shareholders and SEMAFO’s directors, officers and employees and others involved in such meeting.

93. It would also be contrary to the guidelines of the Québec and federal governments and in violation of the orders of the Minister of Health and Social Services of Québec that are in force as of the date hereof, which prohibit all interior gatherings.

94. It is in the interests of the SEMAFO Shareholders for this Arrangement be completed as soon as possible.

C. THE COURT’S PERMISSION IS REQUIRED

95. An order of the Court is required to permit that the SEMAFO Meeting be held virtually.

96. Section 416 of the QBCA allows the Court to determine the terms of the SEMAFO Meeting in the manner it directs.

97. Further, pursuant to Section 416 of the QBCA, the Court may to subject the arrangement to a procedure that is different from that provided by law.

98. Pursuant to Section 175 of the QBCA, a virtual meeting is permissible if the by-laws of a corporation so allow. However, the by-laws of SEMAFO do not expressly allow for a virtual meeting and require that an annual or special shareholders meeting be held at the head office of SEMAFO or at such other place within the judicial district in which the head office is located (i.e., Montréal) or, by resolution of the SEMAFO Board, in another judicial district, as appears from Sections 1 and 2 of SEMAFO’s By-Law 2012-1 attached as Exhibit P-10.

99. Further, SEMAFO’s by-laws require a quorum of two persons present in person during an annual or special meeting, as appears from Section 9 of the By-Law 2012-1 (Exhibit P-10).

D. THE VIRTUAL-ONLY FORMAT PROPOSED BY SEMAFO

100. SEMAFO has engaged Computershare Trust Company of Canada to provide a virtual-only format for the SEMAFO Meeting.

101. The virtual format will permit registered SEMAFO Shareholders and duly appointed proxyholders to participate, ask questions, and vote at the SEMAFO Meeting by going to a website (https://web.lumiagm.com/204730645) via live audio webcast.

102. Moreover, non-registered SEMAFO Shareholders may follow the procedures set out at pages 47 to 49 of the Circular (Exhibit P-1) to appoint themselves as proxyholders to participate, ask questions, and vote at the SEMAFO Meeting.

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103. Non-registered SEMAFO Shareholders who fail to comply with the procedures outlined to attend the SEMAFO Meeting may nonetheless listen to the live audio webcast of the SEMAFO Meeting by going to the same URL as above, clicking on “I am a guest” and completing the online form.

104. The SEMAFO Shareholders would not be adversely impacted by a virtual meeting, as the vast majority of SEMAFO Shares have historically voted by proxy, as appears from the proxy voting reports for the years 2015 to 2019 en liasse communicated as Exhibit P-11.

105. The proposed manner in which the SEMAFO Meeting is to be held has been communicated to staff of the Autorité des marchés financiers (the “AMF”).

106. Counsel for SEMAFO has been informed by the AMF that it does not object to the SEMAFO Meeting being held as a virtual-only audio shareholders’ meeting.

107. In the current context, many other public issuers are holding shareholder meetings by way of live audio webcast:

(a) AltaGas Ltd.;

(b) Canadian Natural Resources Limited;

(c) Sun Life Financial Inc.;

(d) Magna International Inc.;

(e) Enbridge Inc.;

(f) Gildan Activewear Inc.;

(g) Hydro One Limited;

(h) Husky Energy Inc.;

(i) Jamieson Wellness Inc.;

(j) Crombie Real Estate Investment Trust;

(k) Morneau Shepell Inc.;

(l) Centerra Gold Inc.; and

(m) TransAlta Renewables Inc.

as appears from the notices of meeting communicated en liasse as Exhibit P-12.

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108. In addition, by order dated March 31, 2020, Madam Justice Chantal Tremblay, J.S.C. authorized the holding of a virtual-only annual and special shareholders meeting (Exhibit P-13).

109. Accordingly, the virtual format proposed by SEMAFO is not only necessary for reasons of health and safety, due to the constraints imposed by the Pandemic, and in the interests of the SEMAFO Shareholders, but it will also ensure shareholder participation.

110. A virtual meeting would give all SEMAFO Shareholders an equal opportunity to participate regardless of their geographic location or the particular constraints, circumstances or risks that they may be facing as a result of the Pandemic.

IX. NOTICE TO THE AMF

111. In accordance with Section 414 of the QBCA, the Application, including the exhibits and the sworn statement in support of it, have been notified to the AMF.

112. SEMAFO will notify the AMF of the present Application in accordance with Section 414 of the QBCA.

X. THE ORDERS SOUGHT

113. In accordance with Section 416 of the QBCA, a Judge of the Superior Court, sitting in Chambers, has jurisdiction to hear the Application for Interim Order on an ex parte basis and dispense SEMAFO of its obligation, if any, to notify any person other than the AMF.

114. Further, pursuant to Section 416 of the QBCA, the Court may subject the arrangement to a procedure that is different from that provided by law.

115. SEMAFO therefore seeks an Interim Order in the form set out below to address the calling, holding and conduct of the SEMAFO Meeting.

116. SEMAFO proposes to call, hold and conduct the SEMAFO Meeting on May 28, 2020 to consider and, if thought appropriate, to pass, with or without variation, the SEMAFO Arrangement Resolution.

117. SEMAFO requests this Court to order that the quorum for the SEMAFO Meeting be fixed at two (2) persons present in person and who are themselves SEMAFO Shareholders entitled to vote at such meeting, or proxyholders for an absent shareholder entitled to vote at such meeting and representing personally or by proxy, in aggregate, twenty-five percent (25%) of all the outstanding SEMAFO Shares. This is consistent with SEMAFO’s by-laws, a copy of which is attached as Exhibit P-10 (Section 9, p. 3).

118. SEMAFO further requests this Court to order that for the Arrangement to be effective, the SEMAFO Arrangement Resolution, with or without variation, must be

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approved by the affirmative vote of not less than 66⅔ % of the total votes cast on the SEMAFO Arrangement Resolution by the SEMAFO Shareholders present in person or by proxy at the SEMAFO Meeting and entitled to vote at the SEMAFO Meeting.

119. Should the SEMAFO Arrangement Resolution be approved by the SEMAFO Shareholders at the SEMAFO Meeting in accordance with the terms of the Interim Order, SEMAFO will apply to this Court for a Final Order sanctioning the Arrangement.

120. SEMAFO further requests this Court to provide that the Dissenting SEMAFO Shareholders will be entitled to apply to this Court to fix a fair value for SEMAFO Shares in respect of which Dissent Rights have been duly exercised.

121. In order to print and mail the Notice Materials in time to meet the deadlines provided for in the Interim Order, SEMAFO respectfully requests that the Interim Order be issued and granted on April 28, 2020, which is the day of the hearing of the Application for an Interim Order.

122. Following the SEMAFO Meeting, SEMAFO will accordingly, at the final stage, request that this Court issue a Final Order providing, inter alia:

(a) that the Arrangement be approved and sanctioned; and

(b) any other Order that this Court deems appropriate in the circumstances.

123. This Application is well founded in fact and in law.

WHEREFORE MAY IT PLEASE THIS COURT TO:

[122] GRANT the Interim Order sought therein;

[123] DISPENSE SEMAFO of the obligation, if any, to notify any person other than the Autorité des marchés financiers with respect to the Interim Order;

[124] ORDER that all SEMAFO Shareholders as well as the holders of SEMAFO RSUs, SEMAFO PSUs, SEMAFO DSUs and SEMAFO Options, as respectively defined in the Circular (Exhibit P-1), be deemed parties, as Impleaded Parties, to the present proceedings and be bound by the terms of any Order rendered herein;

As to the Interim Order:

The SEMAFO Meeting

[125] ORDER that SEMAFO may convene, hold and conduct the SEMAFO Meeting on May 28, 2020, commencing at 9:30 am (Eastern Time), at which time the SEMAFO Shareholders will be asked, among other things, to consider and, if thought appropriate, to pass, with or without variation, the SEMAFO Arrangement

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Resolution substantially in the form set forth in Appendix A of the Circular to, among other things, authorize, approve and adopt the Arrangement, and to transact such other business as may properly come before the SEMAFO Meeting, or any postponement or adjournment thereof, the whole in accordance with the notice of the SEMAFO Meeting, terms, restrictions and conditions of the articles and by-laws of SEMAFO, the QBCA, this Interim Order, and the rulings and directions of the chair of the Meeting, provided that to the extent there is any inconsistency between this Interim Order and the terms, restrictions and conditions of the articles and by-laws of SEMAFO or the QBCA, this Interim Order shall prevail;

[126] ORDER that the SEMAFO Meeting may be held in a virtual-only audio format, by technological means, including whereby shareholders may attend and participate in the special meeting via live audio webcast and further ORDER that, if the circumstances so permit and SEMAFO determines to do so, the SEMAFO Meeting may be held in person by a hybrid of in-person and live audio webcast formats, in which case SEMAFO shall notify the SEMAFO Shareholders of such change in format, if any, of the SEMAFO Meeting by notice on its website (www.semafo.com) at least two (2) Business Days prior to the SEMAFO Meeting;

[127] ORDER that SEMAFO Shareholders who participate in and/or vote at the SEMAFO Meeting virtually be deemed to be present at the SEMAFO Meeting for all purposes, including quorum;

[128] DECLARE that the SEMAFO Meeting held in a virtual-only audio format, by technological means, be deemed to be held at SEMAFO’s registered office located at 100 Alexis-Nihon Blvd., 7th Floor, Saint-Laurent, Province of Québec, H4M 2P3;

[129] ORDER that in respect of the vote on the SEMAFO Arrangement Resolution or any matter determined by the Chair of the SEMAFO Meeting to be related to the Arrangement, each registered holder of SEMAFO Shares shall be entitled to cast one vote in respect of each such SEMAFO Share held;

[130] ORDER that, on the basis that each registered holder of SEMAFO Shares be entitled to cast one vote in respect of each such SEMAFO Share for the purpose of the vote on the SEMAFO Arrangement Resolution, the quorum for the SEMAFO Meeting is fixed at two (2) persons present in person and who are themselves SEMAFO Shareholders entitled to vote at such meeting, or proxyholders for an absent shareholder entitled to vote at such meeting and representing personally or by proxy, in aggregate, twenty-five percent (25%) of all of the outstanding SEMAFO Shares;

[131] ORDER that the only persons entitled to attend, be heard or vote at the SEMAFO Meeting (as it may be adjourned or postponed) shall be the registered SEMAFO Shareholders as at 5:00 p.m. (Eastern Time) on April 9, 2020 (the “Record Date”), their proxy holders, and the directors and advisors of SEMAFO, provided however

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that such other persons having the permission of the Chair of the SEMAFO Meeting shall also be entitled to attend and be heard at the SEMAFO Meeting;

[132] TAKE ACT that SEMAFO has published notice of the Record Date on April 1, 2020, as appears from the amended notice of the meeting and record date (Exhibit P-14);

[133] ORDER that for the purpose of the vote on the SEMAFO Arrangement Resolution, or any other vote taken by ballot at the SEMAFO Meeting, any spoiled ballots, illegible ballots and defective ballots shall be deemed not to be votes cast by SEMAFO Shareholders and further ORDER that proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the SEMAFO Arrangement Resolution;

[134] ORDER that SEMAFO, subject to compliance with the terms of the Arrangement Agreement, if it deems it advisable, be authorized to adjourn or postpone the SEMAFO Meeting on one or more occasions (whether or not a quorum is present), without the necessity of first convening the SEMAFO Meeting or first obtaining any vote of SEMAFO Shareholders respecting the adjournment or postponement; further ORDER that notice of any such adjournment or postponement shall be given on SEMAFO’s website (www.semafo.com), by press release, newspaper advertisement or by mail, as determined to be the most appropriate method of communication by the SEMAFO Board; further ORDER that any adjournment or postponement of the SEMAFO Meeting will not change the Record Date for SEMAFO Shareholders entitled to notice of, and to vote at, the SEMAFO Meeting; and further ORDER that any subsequent reconvening of the SEMAFO Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the SEMAFO Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent reconvening of the SEMAFO Meeting;

[135] ORDER that SEMAFO may, subject to the terms of the Arrangement Agreement, amend, modify and/or supplement the Plan of Arrangement at any time and from time to time, provided that any such amendment, modification and/or supplement is not adverse to the economic interest of any SEMAFO Shareholder and that:

(a) any such amendment, modification and/or supplement made before or at the SEMAFO Meeting, shall be communicated in writing to the SEMAFO Shareholders and to the Autorité des marchés financiers as soon as possible and in any event prior to or at the SEMAFO Meeting;

(b) any such amendment, modification and/or supplement made after the SEMAFO Meeting and before the hearing of the Application for a Final Order (as defined below) shall be approved by this Court and subject to such terms and conditions this Court may deem appropriate and required in the circumstances; and

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(c) any such amendment, modification and/or supplement made after the Final Order hearing shall be approved by this Court and subject to such terms and conditions this Court may deem appropriate and required in the circumstances, unless it is non-material and concerns a matter which is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement;

[136] ORDER that SEMAFO is authorized to use proxies at the SEMAFO Meeting; that SEMAFO is authorized, at its expense, to solicit proxies on behalf of its management, directly or through its officers, directors and employees, and through such agents or representatives as it may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine; and that SEMAFO may waive, in its discretion, the time limits for the deposit of proxies by the SEMAFO Shareholders if it considers it advisable to do so;

[137] ORDER that, to be effective, the SEMAFO Arrangement Resolution, with or without variation, must be approved by the affirmative vote of not less than 66⅔ % of the total votes cast on the SEMAFO Arrangement Resolution by the SEMAFO Shareholders present in person or by proxy at the SEMAFO Meeting and entitled to vote at the SEMAFO Meeting; and further ORDER that such vote shall be sufficient to authorize and direct SEMAFO to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what has been disclosed to the SEMAFO Shareholders in the Notice Materials (as defined below);

The Notice Materials

[138] ORDER that SEMAFO shall give notice of the SEMAFO Meeting, and that service of the Application for a Final Order shall be made by mailing or delivering, in the manner hereinafter described and to the persons hereinafter specified, a copy of this Interim Order, together with the following documents, with such non-material amendments thereto as SEMAFO may deem to be necessary or desirable, provided that such amendments are not inconsistent with the terms of this Interim Order (collectively, the “Notice Materials”):

(a) the Notice of Meeting substantially in the same form as contained in Exhibit P-1;

(b) the Circular substantially in the same form as contained in Exhibit P-1;

(c) a Form of Proxy substantially in the same form as contained Exhibit P-15;

(d) a Letter of Transmittal substantially in the same form as contained in the draft attached as Exhibit P-16;

(e) a notice substantially in the form of the draft filed as Exhibit P-17 providing, among other things, the date and time for the hearing of the Application for

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a Final Order, and that a copy of the Application can be found on SEMAFO’s website (www.semafo.com) (the “Notice of Presentation of the Final Order”);

[139] ORDER that the Notice Materials shall be distributed:

(a) to the registered SEMAFO Shareholders by mailing the same to such persons in accordance with the QBCA and SEMAFO’s by-laws at least twenty-one (21) days prior to the date of the SEMAFO Meeting;

(b) to the non-registered SEMAFO Shareholders, in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (in Québec, Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer);

(c) to the holders of SEMAFO Options, SEMAFO RSUs, SEMAFO PSUs and SEMAFO DSUs by delivering same at least twenty-one (21) days prior to the date of the SEMAFO Meeting in person, by e-mail or by recognized courier services;

(d) to SEMAFO’s directors and auditors, by delivering same at least twenty-one (21) days prior to the date of the SEMAFO Meeting by e-mail or by recognized courier service; and

(e) to the Autorité des marchés financiers, by delivering same at least twenty-one (21) days prior to the date of the SEMAFO Meeting by e-mail to secretariat@lautorite.qc.ca;

[140] ORDER that a copy of the Application be posted on SEMAFO’s website (www.semafo.com) at the same time the Notice Materials are mailed;

[141] ORDER that the Record Date for the determination of the SEMAFO Shareholders entitled to receive the Notice Materials and to attend and be heard at the SEMAFO Meeting and vote on the SEMAFO Arrangement Resolution shall be 5:00 p.m. (Eastern Time) on April 9, 2020;

[142] ORDER that SEMAFO, subject to compliance with the terms of the Arrangement Agreement, may make, in accordance with the Interim Order, such additions, amendments or revision to the Notice Materials as it determines to be appropriate (the "Additional Materials"), which shall be distributed to the persons entitled to receive the Notice Materials pursuant to this Interim Order by the method and in the time determined by SEMAFO to be most practicable in the circumstances;

[143] DECLARE that the mailing or delivery of the Notice Materials and any Additional Materials in accordance with this Interim Order as set out above constitutes good and sufficient notice of the SEMAFO Meeting upon all persons, and that no other form of service of the Notice Materials and any Additional Materials or any portion

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thereof, or of the Application need be made, or notice given or other material served in respect of the SEMAFO Meeting to any persons;

[144] ORDER that that the Notice Materials and any Additional Materials shall be deemed, for the purposes of the present proceedings, to have been received and served upon:

(a) in the case of distribution by mail, three (3) business days after delivery thereof to the post office;

(b) in the case of delivery in person or by courier, upon receipt thereof at the intended recipient’s address; and

(c) in the case of delivery by facsimile transmission or by e-mail, on the day of transmission;

[145] DECLARE that the accidental failure or omission to give notice of the SEMAFO Meeting to, or the non-receipt of such notice by, one or more of the persons specified in the Interim Order shall not invalidate any resolution passed at the SEMAFO Meeting or the proceedings herein, and shall not constitute a breach of the Interim Order or defect in the calling of the SEMAFO Meeting, provided that if any such failure or omission is brought to the attention of SEMAFO, it shall use reasonable efforts to rectify such failure or omission by the method and in the time it determines to be most reasonably practicable in the circumstances;

Dissent Rights

[146] ORDER, pursuant to Subsection 416, al 2(5) of the QBCA, that the registered SEMAFO Shareholders shall be entitled to exercise the right to demand the repurchase of their SEMAFO Shares (the “Dissent Rights”) in accordance with the “Dissent Rights” mechanism set forth in the proposed Plan of Arrangement and that Sections 377 to 388 of the QBCA (subject to the terms of this Interim Order) shall apply mutatis mutandis to the exercise of such Dissent Rights;

[147] ORDER that, in the event that a registered SEMAFO Shareholder validly exercises a Dissent Right, the repurchase price shall be offered and, when due, paid by Acquisition SEMAFO Inc. and further ORDERS that Acquisition SEMAFO Inc., SEMAFO and Endeavour shall be solidarily liable for the repurchase price;

[148] TAKE ACT that, in the event that a registered SEMAFO Shareholder validly exercises a Dissent Right, Acquisition SEMAFO Inc. shall acquire all of the SEMAFO Shares of such shareholder;

[149] ORDER that in accordance with the provisions relating to the Dissent Rights set forth in the Plan of Arrangement, any registered SEMAFO Shareholder who wishes to exercise a Dissent Right must provide a Notice of intent to exercise the right to demand repurchase (“Dissent Notice”) so that, notwithstanding Section 376 of the

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QBCA, it is received by the Corporate Secretary of SEMAFO by e-mail at info@semafo.com or by fax at 514.744.2291 by no later than 5:00 p.m. (Eastern Time) on the Business Day immediately preceding the SEMAFO Meeting (as it may be adjourned or postponed from time to time);

[150] ORDER that any registered SEMAFO Shareholder wishing to exercise its Dissent Rights must exercise all of its voting rights in the SEMAFO Shares against the adoption and approval of the SEMAFO Arrangement Resolution, failing which any Dissent Notice shall be null and void;

[151] DECLARE that a registered SEMAFO Shareholder who has submitted a Dissent Notice and who votes in favour of the SEMAFO Arrangement Resolution shall no longer be considered as having exercised its Dissent Rights with respect to the SEMAFO Shares voted in favour of the SEMAFO Arrangement Resolution, and that a vote against the SEMAFO Arrangement Resolution or an abstention shall not constitute a Dissent Notice;

[152] ORDER that any registered SEMAFO Shareholder wishing to apply to a Court to fix a fair value for SEMAFO Shares in respect of which Dissent Rights have been duly exercised must apply to the Superior Court of Québec;

The Final Order Hearing

[153] ORDER that subject to the approval by the SEMAFO Shareholders of the SEMAFO Arrangement Resolution in the manner set forth in this Interim Order, SEMAFO may apply for this Court to sanction the Arrangement by way of a final judgment (the “Application for a Final Order”);

[154] ORDER that the Application for a Final Order be presented on May 29, 2020 before the Superior Court of Québec, sitting in the Commercial Division in and for the district of Montréal at the Montréal Courthouse, by telephone conference at 9:30 a.m. (Eastern Time) at the following number 514-736-8219, Conference number 7664107, or so soon thereafter as counsel may be heard, or at any other date this Court may see fit;

[155] ORDER that to the extent that a hearing in person of the Application for a Final Order is possible, SEMAFO shall provide notice thereof on its website (www.semafo.com), including the date, time, location and room number, at least one (1) day prior to such hearing;

[156] ORDER that the mailing or delivery of the Notice Materials constitutes good and sufficient service of the Application and good and sufficient notice of presentation of the Application for a Final Order to all persons, whether those persons reside within Québec or in another jurisdiction;

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[157] ORDER that the only persons entitled to appear and be heard at the hearing of the Application for a Final Order shall be SEMAFO, Endeavour Mining Corporation (“Endeavour”) and any person that:

(a) by service upon counsel to SEMAFO, Davies Ward Phillips & Vineberg LLP (Attention Mtre Louis-Martin O’Neill), either by fax (514-841-6499) or email (lmoneill@dwpv.com), with a copy to Endeavour by service upon counsel to Endeavour, McCarthy Tétrault LLP (Attention Mtre Michel Gagné), either by fax (514-875-6246) or email (mgagne@mccarthy.ca), serves a notice of appearance in the form required by the rules of the Court, and any additional affidavits or other materials on which a party intends to rely in connection with any submissions at such hearing, as soon as reasonably practicable, and, in any event, no later than 4:30 p.m. (Eastern Time) at least five (5) Business Days immediately preceding the date of the SEMAFO Meeting (as it may be adjourned or postponed from time to time); and

(b) if such appearance is with a view to contesting the Application for a Final Order, serves on SEMAFO’s counsel (at the above e-mail address or facsimile number), with copy to Endeavour’s counsel (at the above e-mail address or facsimile number), no later than 4:30 p.m. (Eastern Time) at least five (5) Business Days immediately preceding the date of the SEMAFO Meeting (as it may be adjourned or postponed from time to time), a written contestation supported as to the facts alleged by affidavit(s), and exhibit(s), if any;

[158] ALLOW SEMAFO and Endeavour to file any further evidence it deems appropriate, by way of supplementary affidavits or otherwise, in connection with the Application for a Final Order;

Miscellaneous

[159] DECLARE that SEMAFO shall be entitled to seek leave to vary this Interim Order upon such terms and such notice as this Court deems just;

[160] DECLARE that the Court has been advised that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder, subject to and conditioned on the Court’s affirmative determination, in connection with the hearing of the Application for a Final Order approving the Arrangement, that the Arrangement is both substantively and procedurally fair to SEMAFO Shareholders;

[161] REQUEST the aid and recognition of any court or any judicial, regulatory or administrative body in any province or territory of Canada, the Federal Court of Canada and any judicial, regulatory or administrative of body of any other nation or state, to assist SEMAFO and its agents in carrying the terms of the Interim Order;

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[162] ORDER provisional execution of this Interim Order notwithstanding any appeal therefrom and without the necessity of furnishing any security;

[163] RENDER any other Order that this Court deems appropriate in the circumstances;

[164] THE WHOLE without costs, save and except in case of contestation, in which case with costs against any contesting party;

As to the Final Order

[165] GRANT the Final Order sought herein;

[166] DECLARE that service of the Application has been made in accordance with the Interim Order, is valid and sufficient, and amounts to valid service of same;

[167] DECLARE that the Arrangement has been duly adopted in accordance with the Interim Order;

[168] DECLARE that the Arrangement conforms with the requirements of the QBCA, has a valid business purpose, resolves in a fair and balanced way the objections of those whose legal rights are being arranged, and is fair and reasonable;

[169] DECLARE that the terms and conditions of the Arrangement are procedurally and substantively fair and reasonable to the SEMAFO Shareholders and to SEMAFO;

[170] DECLARE that the Arrangement is hereby approved and ratified and ORDER that the Arrangement, as it may be amended in accordance with the Interim Order, shall take effect in accordance with the terms of the Plan of Arrangement at the Effective Time, as defined therein;

[171] ORDER provisional execution of the Final Order sought notwithstanding any appeal therefrom and without the necessity of furnishing any security;

[172] DECLARE that this Court has been advised before the hearing that Endeavour will rely on the exemption set forth in Section 3(a)(10) of the U.S. Securities Act from the registration requirements otherwise imposed by that act regarding the issuance of the Endeavour Shares pursuant to the Arrangement based on this Final Order approving the Arrangement;

[173] REQUEST the aid and recognition of any court or any judicial, regulatory or administrative body in any province or territory of Canada, the Federal Court of Canada and any judicial, regulatory or administrative of body of any other nation or state, to assist SEMAFO and its agents in carrying the terms of the Final Order;

[174] DECLARE that this Court shall remain seized of this matter to resolve any difficulty which may arise in relation to, or in connection with the implementation of the Arrangement;

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[175] RENDER any other Order that this Court deems appropriate in the circumstances;

[176] THE WHOLE without costs, save and except in case of contestation, in which case with costs against any contesting party.

Montréal, April 24, 2020

(s) Davies Ward Phillips & Vineberg LLP DAVIES WARD PHILLIPS & VINEBERG LLP Counsel for the Applicant, SEMAFO Inc.

Mtl#: 3135923

Mtl#: 3134148

NOTICE OF PRESENTATION

TO: Autorité des marchés financiers Tour de la Bourse 800 Victoria Square 22e étage, C.P. 246 Montréal, Québec, H4Z 103 secretariat@lautorite.qc.ca

AND TO: McCarthy Tétrault LLP 1000 rue de la Gauchetière Suite 2500 Montréal, Québec, H3B 0A2 Mtre Michel Gagné mgagne@mccarthy.ca Counsel for the Impleaded Parties, Endeavour Mining Corporation and Acquisition SEMAFO Inc.

TAKE NOTICE that the attached Application for Interim and Final Orders in Connection with a Proposed Arrangement of SEMAFO Inc. will be presented, on an ex parte basis, at the interim stage only, in the Superior Court (Commercial Division), District of Montréal, before the Honourable Marie-Anne Paquette, J.S.C., on April 28, 2020 by telephone conference at 9:30 a.m. (Eastern Time) at 514-736-8219, Conference number 7664107, or so soon thereafter as counsel may be heard.

DO GOVERN YOURSELVES ACCORDINGLY.

Montréal, April 24, 2020

(s) Davies Ward Phillips & Vineberg LLP DAVIES WARD PHILLIPS & VINEBERG LLP Counsel for the Applicant, SEMAFO Inc.

Mtl#: 3110742

No. 500-11- S U P E R I O R C O U R T

District of Montreal

Semafo Inc.

Applicant

and

Endeavour Mining Corporation

and

Acquisition SEMAFO Inc.

and

Autorité des marchés financiers

Impleaded Parties

SEMAFO INC.’S APPLICATION FOR INTERIM AND FINAL ORDERS AND NOTICE OF

PRESENTATION

(Section 414 of the QBCA)

ORIGINAL

Counsel for Applicant Mtre Louis-Martin O'Neill Mtre Faiz M. Lalani T 514.841.6547 T 514.841.6408 lmoneill@dwpv.com flalani@dwpv.com File 271735

1501 McGill College Avenue, 26th floor T 514.841.6400 Montréal, QC H3A 3N9 F 514.841.6499 Canada DAVIES WARD PHILLIPS & VINEBERG LLP BP-0181