Exhibit 99.5

Execution Copy

SHARE PURCHASE AGREEMENT

between

National Bank of Canada

- and -

Pan Atlantic Bank and Trust Limited

July 16, 2014

Table of Contents

THIS SHARE PURCHASE AGREEMENT is made this 16th day of July, 2014,

BETWEEN:

National Bank of Canada, a bank constituted under the Bank Act (Canada) (the “Purchaser”)

- and -

Pan Atlantic Bank and Trust Limited, a corporation governed by the laws of Barbados (the “Vendor”)

RECITALS:

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

Article 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION

Whenever used in this Agreement the following words and terms have the meanings set out below:

“Affiliate” of any Person means, at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person, in each case, whether directly or indirectly, and “control” and any derivation thereof means the possession, directly or indirectly, of the ability to control, direct or significantly influence the actions, management, business, policies, investment decisions or affairs of a Person whether through the ownership of voting securities, contract or otherwise.

“Agreement” means this share purchase agreement, including all amendments or restatements, and references to “Article” or “Section” mean the specified Article or Section of this Agreement.

“Business Day” means any day, other than a Saturday or Sunday, on which commercial banks in Toronto, Ontario are open for banking business during normal banking hours.

“Claims” means claims, demands, complaints, grievances, actions, applications, suits, causes of action, Orders, charges, indictments, prosecutions, investigations, information and other similar processes, assessments and reassessments, judgments, debts, liabilities, expenses, costs, damages and losses, contingent or otherwise, whether liquidated or unliquidated, contractual, legal or equitable, including reasonable fees and disbursements of legal counsel on a full indemnity basis, and any proceeding relating to any of the foregoing.

“Closing” means the completion of the sale to and purchase by the Purchaser of the Purchased Shares under this Agreement.

“Closing Date” means July 21, 2014.

“Closing Time” means 9:00 a.m. (Eastern time) on the Closing Date or such other time on such date as the Parties may agree in writing as the time at which the Closing shall take place.

“Corporation” means Seabridge Gold Inc., a corporation governed by the federal laws of Canada.

“Encumbrances” means pledges, liens, charges, security interests, prior claims, restrictions, options, priorities or adverse claims or encumbrances of any kind or character whatsoever.

“Governmental Authorities” means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels and other law, rule or regulation-making organizations or entities (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them, or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power.

“Laws” means laws (including common law and civil law), statutes, by-laws, rules, regulations, Orders, ordinances, protocols, codes, guidelines, treaties, policies, notices, directions, decrees, judgments, awards and requirements, in each case of any Governmental Authority.

“Notice” has the meaning ascribed thereto in Section 6.2.

“Orders” means orders, injunctions, judgments, decisions, administrative complaints, decrees, rulings, awards, assessments, directions, instructions, penalties and sanctions issued, filed or imposed by any Governmental Authority or arbitrator.

“Parties” means the Purchaser and the Vendor collectively and “Party” means any one of them.

“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and, where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.

“Purchase Price” has the meaning ascribed thereto in Section 2.1.

“Purchased Shares” has the meaning ascribed thereto in Recital A.

“Purchaser” has the meaning ascribed thereto in the preamble.

“Purchaser Indemnified Parties” has the meaning ascribed thereto in Section 5.1.

“Regulation S” has the meaning ascribed thereto in Section 3.1(e).

“Restricted Period” has the meaning ascribed thereto in Section 4.2(b).

“SWAP Transaction Agreements” means the Confirmation and ISDA Master Agreement dated the date hereof entered into between the Purchaser and the Vendor, and attached as Schedule A hereto.

“Tax Act” means the Income Tax Act (Canada).

“Vendor” has the meaning ascribed thereto in the preamble.

“1933 Act” has the meaning ascribed thereto in Section 3.1(e).

In this Agreement:

This Agreement and the SWAP Transaction Agreements and the agreements and other documents required to be delivered pursuant hereto and thereto, constitute the entire agreement between the Parties and set out all the covenants, warranties, representations, conditions and agreements between the Parties in connection with the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise. There are no conditions, warranties or representations (including any that may be implied by statute), and there are no covenants, promises, understandings or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral between the Parties in connection with the subject matter of this Agreement or the SWAP Transaction Agreements except as specifically set forth herein or therein and any document required to be delivered pursuant hereto or thereto.

Article 2
PURCHASE AND SALE OF PURCHASED SHARES

At the Closing Time and subject to the terms hereof, the Vendor shall sell, assign and transfer to the Purchaser and the Purchaser shall purchase the Purchased Shares and the Vendor’s rights, title and interest in the Purchased Shares, free of all Encumbrances, for a purchase price of $39,376,000 (the “Purchase Price”).

At the Closing Time, the Purchaser shall pay, or cause to be paid, to or as directed by the Vendor, the Purchase Price.

The Closing shall take place at the Closing Time at the offices of Torys LLP located in Toronto, Ontario, or at such other place as may be agreed upon by the Parties.

Article 3
REPRESENTATIONS AND WARRANTIES

The Vendor hereby represents and warrants to and in favour of the Purchaser as follows and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement and the purchase of the Purchased Shares:

The Purchaser hereby represents and warrants as to itself to and in favour of the Vendor as follows and acknowledges that the Vendor is relying upon such representations and warranties in connection with the entering into of this Agreement and the sale of the Purchased Shares:

The representations and warranties of the Vendor contained in Section 3.1 and the representations and warranties of the Purchaser contained in Section 3.2 shall survive the Closing for a period of two (2) years, with the exception that the representation in Section 3.1(f) shall survive the Closing indefinitely, subject only to any limitations under applicable Laws.

Article 4
COVENANTS

The Vendor shall deliver or cause to be delivered to the Purchaser at the Closing Time the following documents, each in a form satisfactory to the Purchaser, acting reasonably, and each of which shall be dated as of the Closing Date, if applicable, and shall have been duly authorized, executed and delivered by the Vendor, as applicable:

Article 5
INDEMNIFICATION

The Vendor shall indemnify and save harmless the Purchaser, its Affiliates, and each of their respective directors, officers, agents, employees and shareholders (collectively referred to as the “Purchaser Indemnified Parties”, and the Parties acknowledge that the Purchaser is acting as trustee and agent for the Purchaser Indemnified Parties not party to this Agreement) from and against all Claims, whether or not arising due to third party Claims, which may be made or brought against the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection with or relating to:

(i) The Purchaser shall indemnify and save harmless the Vendor from and against all Claims, whether or not arising due to third party Claims, which may be made or brought against the Vendor, or which the Vendor may suffer or incur, directly or indirectly, as a result of or in connection with or relating to:

(ii) Without limiting anything in subparagraph (i) of this Section 5.2, the Purchaser further warrants that it understands the meaning of the representations and warranties and covenants contained in this Agreement and understands and acknowledges that the Vendor is relying on them in determining that the Purchased Shares are being offered and sold in compliance with Regulation S. The Purchaser represents and warrants that the information contained in this Agreement is true and correct as of the date hereof and agrees to notify immediately the Vendor of any changes in such information. The Purchaser hereby agrees to indemnify and hold harmless the Vendor and each member of the Vendor, and its and their owners, managers, officers, employees and agents from and against any and all losses, damages, expenses, liabilities or reasonable attorneys’ fees due to or arising out of a breach of any representation or warranty or covenant of the Purchaser set forth in this Agreement, including, without limitation, any representation, warranty or covenant relied upon by the Vendor in connection with the sale of the Purchased Shares under Regulation S.

The rights of indemnity set forth in this Article 5 are the sole and exclusive remedy of each Party in respect of any misrepresentation, incorrectness in or breach of any representation or warranty, or breach of covenant, by the other Parties under this Agreement, other than with respect to fraud or willful misconduct.

Article 6
GENERAL

Each Party shall pay all costs and expenses (including the fees and disbursements of legal counsel and other advisers) it incurs in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement.

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a “Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile or e-mail:

National Bank of Canada

with a copy to:

National Bank Financial Group

Any Notice delivered or transmitted to a Party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a Business Day prior to 5:00 pm. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 pm. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.

Any Party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section 6.2.

No Party may assign this Agreement and/or any of the benefits, rights or obligations under this Agreement without the prior written consent of the other Parties.

This Agreement shall enure to the benefit of and is binding upon the Parties and their respective successors (including any successor by reason of amalgamation of any Party) and permitted assigns.

No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, is binding unless executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

The Parties shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before or after the Closing.

This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or other electronic means shall be deemed to be their original signature for all purposes.

[Remainder of page intentionally left blank – Signature page to follow]

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

Schedule A

SWAP Transaction Agreements

Exhibit 99.6

	Montreal, July 16, 2014
Pan Atlantic Bank and Trust Limited	From: National Bank of Canada
Whitepark House, 1st Floor	1155 Metcalfe Street, 19th Floor
Whitepark Road, St. Michael	Montreal, QC H3B 4S9
Barbados BB11135	Tel:       514-390-7915
Tel:       (246) 436-9576	Fax:       514-866-8894
Fax:       (246) 228-1156

Re: Confirmation of a Cash-Settled Share Swap Transaction

Our Reference Number: 16150574

Dear Sir/Madam:

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Share Swap Transaction entered into between us on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Agreement specified below.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”) and the 2006 ISDA Definitions (the “ISDA Definitions”), as published by the International Swaps and Derivatives Association, Inc. (together the “Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and the ISDA Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms a part of and is subject to the 1992 ISDA Master Agreement, dated as of July 14, 2014, as amended and supplemented from time to time (the “Agreement”), between National Bank of Canada (“NBC”) and Pan Atlantic Bank and Trust Limited (“Counterparty”), together with the Credit Support Annex dated July 14, 2014. All provisions contained in, or incorporated by reference to, the Agreement shall govern this Confirmation except as expressly modified below.

1. The terms of the particular Transaction to which this Confirmation relates are as follows:

Termination Date:	The Cash Settlement Payment Date, subject to the Optional Termination provisions below.
Shares:	The common shares of Seabridge Gold Inc. (Ticker: SA US) (CUSIP: 811916105) (ISIN: CA8119161054)
Exchange:	New York Stock Exchange
Related Exchange:	All Exchanges
Business Days:	Toronto, New York
Equity Amounts payable by NBC:
Equity Amount Payer:	NBC
Number of Shares:	Initially 4,600,000, and then as amended, from time to time, according to the Optional Early Termination provisions below.
Equity Notional Amount:	USD 39,376,000.00, being on the Effective Date, the Number of Shares multiplied by the Initial Price.
Equity Notional Reset:	Not Applicable
Type of Return:	Total Return
Initial Price:	USD 8.56
Final Price:	On the Valuation Date at the Valuation Time, the price, in USD, per Share, determined by the Calculation Agent, equal to:
	A)   The average of the VWAP applicable to each Final Averaging Date weighted by the number of Shares that were reduced by NBC on such Final Averaging Date.
	Minus:
	B)    The Commission
Commission:	USD 0.02 per Share.
VWAP:	The volume weighted average price of the Shares from 9:30 AM to 4:00 PM (local time) in New York, excluding the Market-On-Close (“MOC”) session and block trades in excess of 25,000 shares, as determined by the Calculation Agent using the “VAP” Bloomberg function, with the “Volume Range” stated as “100 to 25,000”.

Valuation Time:	At 4:00 PM, local time in New York.
Valuation Date:	The last Final Averaging Date.
Final Averaging Dates:	Up to a maximum of 185 Exchange Business Days from and including February 15th, 2017, subject to adjustment in accordance with the Following Business Day Convention and the Optional Early Termination provisions below.
Averaging Date Disruption:	Modified Postponement
Floating Amounts I payable by Counterparty:
Floating Amount Payer:	Counterparty
Calculation Periods I:	Each period from, and including, a Payment Date I to, but excluding, the next following applicable Payment Date I, except that (a) the Initial Calculation Period I will commence on the Effective Date and (b) the final Calculation Period II will end on, but exclude February 15th, 2017, subject to the Following Business Day Convention and the Optional Early Termination provisions below.
Notional Amount I:	The Equity Notional Amount.
Floating Rate Option:	USD-LIBOR-BBA
Designated Maturity:	1 Month
Linear Interpolation:	Applicable
Spread:	1.25%
Floating Rate Day Count Fraction:	Actual/360
Reset Dates:	The first day of each Calculation Period
Compounding:	Inapplicable
Business Days for payments:	Toronto, New York

Payment Dates I:	The 15th of each month, commencing on the 15th of the month following the Effective Date, up to and including February 15th, 2017, subject to the Following Business Day Convention and the Optional Early Termination provisions below.
Floating Amounts II payable by Counterparty in respect of each Final Averaging Date:
Floating Amount Payer:	Counterparty
Calculation Periods II:	In respect of each Final Averaging Date, each period will span from, and including, a Final Averaging Date to, but excluding, the next Final Averaging Date, provided that the first Final Averaging Date will be on February 15th, 2017, subject to the Following Business Day Convention and the Optional Early Termination provisions below.
Notional Amount II:	In respect of each Final Averaging Date, an amount in USD equal to the Initial Price multiplied by the difference between the Number of Shares on the immediately preceding Final Averaging Date and the number of Shares which were reduced by NBC on the then current Final Averaging Date.
Floating Rate Option:	USD-FEDERAL FUNDS-H.15-Bloomberg
Spread:	1.25%
Floating Rate Day Count Fraction:	Actual/360
Reset Date:	The last day of each Calculation Period
Compounding:	Inapplicable
Payment Date(s) II:	The 15th of each month, commencing on the 15th of the month following the first Final Averaging Date, up to and including the Termination Date, subject to the Following Business Day Convention. Notwithstanding anything herein to the contrary, the only amount payable on each Payment Date II will be the sum of the Floating Amounts II respectively calculated as follows: A x B x C

	A)   the Notional Amount II for each Final Averaging Date falling within the Calculation Period
	B)   the Floating Rate Option of the current Calculation Period II plus the spread
	C)   the Floating Rate Day Count Fraction.
Settlement Terms:
Cash Settlement:	Applicable. For clarity purposes, this Transaction shall at no time be Physically Settled.
Settlement Currency:	USD
Cash Settlement Payment Date:	Three Currency Business Days following the Valuation Date.
Dividends:
Dividend Period:	Second Period
Dividend Amount:	The Ex Amount multiplied by the Number of Shares. For each Dividend Amount for which the ex-dividend date occurs during the Final Averaging Dates, the Number of Shares, for the purpose of calculating the Dividend Amount, shall be determined by the Calculation Agent.
Dividend Payment Date(s):	Each Payment Date following each date that the Issuer of the Shares has announced that it shall pay the Dividend Amount to its holders of record.
Re-investment of Dividends:	Not Applicable.
Adjustments:
Method of Adjustment:	Calculation Agent Adjustment
Extraordinary Events:
New Shares:	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on the Exchange”

Consequences of Merger Events:

2.      Calculation Agent:

NBC, unless there exists an Event of Default for which NBC is Defaulting Party, in which case the Counterparty, at Counterparty’s sole option, may select another dealer to be Calculation Agent for this Transaction.

3.      Additional Representations, Agreements and Acknowledgments:

The Counterparty acknowledges and agrees that neither NBC nor any of its affiliates is under any obligation to purchase, deliver, or take delivery of any Shares in connection with the performance of the terms of this Transaction. The Counterparty further acknowledges and agrees that it shall have no rights or interests (legal, beneficial or otherwise) in any Shares which NBC may acquire in connection with this Transaction, including, without limitation any rights to acquire, vote or direct the voting of, receive dividends or distributions on, or exercise any conversion or other rights in respect of, such Shares. Other than an agreement entered into on the date hereof pursuant to which NBC has acquired Shares from the Counterparty, the parties acknowledge that there is no agreement, undertaking or understanding between or among them with respect to the voting or acquisition of Shares and no such agreement, undertaking or understanding is created pursuant to the terms of the Agreement or otherwise in connection with the Transaction.

The Counterparty represents and warrants to NBC that it is acting as principal in this Transaction and it is not entering into this Transaction as agent, on behalf of or for the benefit of the Issuer or any of its affiliates.

The Counterparty represents and warrants to NBC that, on the date that this Transaction is entered into, it is not entering into this Transaction on the basis of, or is aware of, any material, non-public information concerning the Issuer.

In addition, the Counterparty represents and warrants to NBC that, on the date that this Transaction is entered into (i) no trading blackout period or other restricted trading period imposed by the Counterparty in respect of the Shares and applicable to “insiders” (as such term is defined in the relevant provincial securities law) of the Counterparty or its affiliates is in effect as of such date; (ii) it and each of its affiliates are in full compliance with all mandatory disclosure obligations to which it may be subject under applicable securities law in respect of the Transaction and is not entering into the Transaction for purposes of avoiding any disclosure or other obligation to which it may be subject under applicable securities law; (iii) neither it nor any of its affiliates are entering into the Transaction with knowledge of a material change pertaining to the business, operations or capital of the Issuer which has not been generally disclosed and which, if such change were to be generally disclosed, would reasonably be expected to have a significant effect on the market price or value of the Shares or the Issuer’s other issued securities; (iv) neither it nor any of its affiliates is entering into the Transaction or undertaking other activities for the purpose or having or contributing to the effect of manipulating the market price or value of the Shares or the Issuer’s other issued securities or to create actual or apparent trading activity in the Shares (or any security convertible into, or exchangeable for, Shares) or creating or contributing to a misleading appearance of trading activity in, or an artificial price for such Shares or other securities.

The Counterparty and NBC each represents, warrants and hereby confirms that it has, on the date that this Transaction is entered into, the right to enter into this Transaction, both under applicable laws and its internal policies, status and guidelines. Each of the Counterparty and NBC also represents that it has complied with all disclosure or filing requirements in respect to this transaction and the underlying Shares as per applicable laws, any relevant securities commission or other regulatory authority, including, but not limited to, the filing of all required insider reports. NBC and its affiliates disclaim all liability arising from the failure of the Counterparty to comply with any of the foregoing obligations in regard to this Transaction. In the event that it becomes illegal or prohibited during the life of this Transaction, due to applicable laws, internal policies or guidelines, or due to blackout periods or any other reason, for the Counterparty or NBC to continue its obligations in connection with this Transaction, the Counterparty or NBC, as applicable shall have the obligation to promptly inform the other of any such situation.

4.      Optional Early Termination in the event of illegality:

In the event it becomes illegal for the Counterparty to continue to proceed with this Transaction, each of NBC and Counterparty shall have the right to early terminate the Transaction. Either party may elect to terminate the Transaction in accordance with the foregoing sentence in whole on any Scheduled Trading Day prior to the scheduled first Final Averaging Date by giving the other party prior notice, orally or in writing (a “Termination Notice”), specifying the proposed early termination date. Unless the parties otherwise agree at such time, the first Final Averaging Date shall be the first Exchange Business Day after the date of the Termination Notice (the “Optional Early Termination Date”). The following Exchange Business Days shall be deemed to be the other Final Averaging Dates, provided that the total number of Final Averaging Dates (i) will be determined by NBC and (ii) shall not exceed 185 Exchange Business Days.

Unless the parties otherwise agree at the time of any early termination, the last Final Averaging Date shall be the Valuation Date for purposes of the Transaction being terminated, with the corresponding Cash Settlement Payment Date and Period End Date being the date that is three (3) Currency Business Days following such Valuation Date.

5.      Optional Early Termination with respect to the Counterparty:

Subject to the limitations set forth in this provision the Counterparty shall have the right, but not the obligation, to elect to terminate the Transaction, in whole or in part, subsequent to the fortieth day following the Effective Date and prior to the originally scheduled Valuation Date, on each Scheduled Trading Day, provided that no Event of Default or Potential Event of Default then exists with respect to that party.

In order to effect this option, the Counterparty must deliver written notice to NBC, specifying the number of Shares in respect of which it wishes to terminate the Transaction (the “Terminated Number of Shares”) and designating a Scheduled Trading Day (the “Optional Early Termination Date”). Such written request shall be delivered no later than two (2) Exchange Business Days immediately preceding the requested Optional Early Termination Date. Receipt of such notice must be acknowledged by NBC for it to be effective. Unless the parties otherwise agree at such time, the first Final Averaging Date in respect of the Terminated Number of Shares shall be the Optional Early Termination Date. The following Exchange Business Days shall be deemed to be the other Final Averaging Dates, provided that the total number of Final Averaging Dates (i) will be determined by NBC and (ii) shall not exceed 185 Exchange Business Days.

If a Termination Notice is given in respect of which the Terminated Number of Shares is less than the Number of Shares, the Transaction shall continue in effect, but only in relation to a Number of Shares equal to (i) the Number of Shares immediately prior to the Optional Early Termination Date less (ii) the Terminated Number of Shares.

If a Termination Notice is given, subject to the paragraph above:

Terminated Number of Shares x Initial Price x Spread x D/360

Where D represents the number of calendar days from, but excluding, the Optional Early Termination Date up to, and including, the calendar day that falls on six months after the Effective Date.

6.      Credit Provisions:

The Independent Amount pursuant to Paragraph 13 (b)(iv)(A) of the Credit Support Annex to the Agreement, with respect to Counterparty, shall be equal to the Equity Notional Amount.

7.      Notices:

National Bank of Canada

Pan Atlantic Bank and Trust Limited

8.       Account Details:

          Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation (Reference number: 16150574) and returning it to us.

          Please contact us immediately at 514-390-7915 or by e-mail (ConfirmationsOTCEQD@tres.bnc.ca) if the terms and conditions of this Confirmation are not in accordance with your understanding of our agreement.

Confirmed on the date first above written:

Exhibit 99.7

ISDA®

International Swaps Dealers Association, Inc.

SCHEDULE

to the

Master Agreement

dated as of 14, July, 2014

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

For the purpose of Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party agrees to deliver the following documents, as applicable:

For any notices with respect to Section 5 and 6 of this Agreement for Party A:

Notwithstanding Section 12(a) of this Agreement, service of legal process documents relating to this Agreement may not be delivered by facsimile or by electronic messaging system.

Notwithstanding Section 12 (a) of this Agreement, notice or other communication under Section 5 or 6 may be given by facsimile transmission

Party B is not a Multibranch Party.

Please confirm your agreement to the terms of the foregoing Schedule by signing below.

Exhibit 99.8

CREDIT SUPPORT ANNEX

TO THE SCHEDULE TO THE

ISDA MASTER AGREEMENT

dated as of July 14, 2014

between

NATIONAL BANK OF CANADA (“Party A”).

and

PAN ATLANTIC BANK AND TRUST LIMITED (“Party B”)

Paragraph 13. Election and Variables 

(c) Valuation and Timing.

Party A or its Custodian are entitled to hold Posted Collateral pursuant to Paragraph 6(b) in a segregated account provided that the following conditions applicable to them are satisfied:

(1)           If Party A is holding the Posted Collateral, Party A is not a Defaulting Party.

(2)           Posted Collateral may be held only in the following jurisdictions:the Province of Ontario, the Province of Quebec, or other jurisdictions as agreed from time to time by the parties.

(3)           The Custodian is a domestic office of, or Party A is, a bank or trust company organized under the laws of the United States or Canada or a political subdivision thereof (in the case of a Custodian) or the laws of Canada (in the case of Party A) having assets of at least $10 Billion and a long term debt or deposit rating of a least “A2” from Moody’s or “A” from S&P.

Initially, the Custodian for Party A is: none

(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Party A.

(i) Interest Rate. “USD-Federal Funds-H.15” (as defined in the 2000 ISDA Definitions, except that any reference to “Telerate Page 120” must be replaced by “Bloomberg”).

(ii) Transfer of Interest Amount. The Transfer of the Interest Amount will be made on the first Local Business Day of each calendar month following an Interest Period and on any Local Business Day that a Return Amount consisting wholly or partly of cash is transferred to the Transferor pursuant to Paragraph 3(b).

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply

Party B represents to Party A (which representation will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that all consents, approvals and other authorizations of any governmental authority that are required in connection with the Transfer of Eligible Collateral hereunder have been obtained and are in full force and effect.

(i)       “Value” with respect to Other Eligible Support and Other Posted Support shall be not applicable.

(ii)      “Transfer” with respect to Other Eligible Support and Other Posted Support shall be not applicable.

With respect to Party A:

National Bank of Canada

1155 Metcalfe, 19^th Floor

Montreal (Quebec) H3B 5G2

Attention:      Credit Monitoring

Telephone:    (514) 394-7527

Facsimile:       (514) 394-6271

E-mail: CollateralNBC@tres.bnc.ca

With respect to Party B:

Pan Atlantic Bank and Trust Limited

Whitepark House, 1st Floor

Whitepark Road, St. Michael

Barbados BB11135

Attention:      Robert Bourque

Telephone:    (246) 436-9576

Facsimile:       (246) 228-1156

E-mail: rjbourque@pabt.bb

(e)       Supplementing the provisions of Paragraph 8(a), the Pledgor irrevocably appoints the Secured Party its attorney-in-fact, with full authority in its place and stead and in its name, from time to time in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Annex, including without limitation:

(i)      to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Posted Collateral and to perform all other acts as fully as though the Secured Party were the absolute owner of the Posted Collateral for all purposes,

(ii)     to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) above, and

(iii)    to file any claims or take any action or institute any proceedings which the Secured Party may deem necessary or desirable for the collection of any of the Posted Collateral or otherwise to enforce the rights of the Secured Party with respect to any Posted Collateral.

(f)       Further supplementing the provisions of Paragraph 8(a), the Secured Party may apply Eligible Credit Support or Posted Credit Support to pay any amounts due by Pledgor to Secured Party pursuant to this Agreement, including any Transaction.

(2) The obligation of either party in respect of any sum due hereunder in the Original Currency shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Local Business Day following receipt by a party of any sum adjudged to be so due in such Other Currency or of any other sum in any Other Currency the payee may, in accordance with its normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the payee in the Original Currency, the payer shall, as a separate obligation and notwithstanding any such judgment, indemnify the payee against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due to the payee, the payee shall remit such excess to the payer.

“provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof or in the case of Other Posted Support in the form of Cash as the transferee thereof and will not subject that support or that party as the beneficiary or transferee thereof to the provisions of law generally relating to security interests and secured parties.”

Interest Amount. Subject to Paragraph 4(a), with respect to Other Posted Support in the form of Cash, the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Other Posted Support in the form of Cash.”

“(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Credit Support, Posted Credit Support or the Interest Amount, as applicable, required to be made by it and that failure is continuing for two Local Business Days after notice of that failure is given to that party.”

“(v) it is the sole owner of or otherwise has the right to Transfer any Cash Transferred as Other Posted Support free and clear of any security interest, lien, encumbrance or other restrictions.”

“Posted Collateral” means all Eligible Collateral, Other Posted Support, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Other Posted Support in the form of Cash.” 

IN WITNESS WHEREOF, the parties hereto have executed this ISDA Credit Support Annex as of the date first above written.

Schedule I

The definitions and provisions contained in the Collateral Asset Definitions (First Edition - June 2003) (the “Collateral Asset Definitions”), as published by the International Swaps and Derivatives Association, Inc., (“ISDA”) are incorporated into this Annex. In the event of any inconsistency between any of the following, the first listed shall prevail (i) this Annex, (ii) the Agreement and (iii) the Collateral Asset Definitions.