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Actionable news in NAK: NORTHERN DYNASTY MINERALS Ltd.,

Northern Dynasty Minerals Ltd

The following excerpt is from the company's SEC filing.

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CANNON POINT RESOURCES LTD.

TABLE OF CONTENTS

ARTICLE 1

INTERPRETATION

1.1

Definitions

2

1.2

Construction

10

1.3

Currency

11

1.4

Knowledge

1.5

Disclosure Letter

1.6

Schedules

ARTICLE 2

THE ARRANGEMENT

2.1

Arrangement

2.2

Interim Order

12

2.3

Circular and Meeting

13

2.4

U.S. Securities Law Matters

14

2.5

Final Order

15

2.6

Court Proceedings

2.7

Effective Date

16

2.8

Company Board Approval

2.9

Payment of Consideration

17

2.10

Announcement and Shareholder Communications

2.11

Adjustment to Consideration Regarding Distributions

2.12

List of Securityholders

2.13

Closing

18

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1

Representations and Warranties

3.2

Investigation

3.3

Survival of Representations and Warranties

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

4.1

4.2

4.3

19

ARTICLE 5

COVENANTS

5.1

Covenants of the Company Regarding the Conduct of Business

5.2

Covenants of the Acquiror Regarding the Conduct of Business

22

5.3

Covenants of the Company Relating to the Arrangement

24

5.4

Covenants of the Acquiror Relating to the Arrangement

25

5.5

Options

5.6

Warrants

26

5.7

Bridge Loan

5.8

Transaction Fee Payable to Fiore

5.9

Minimum Closing Working Capital

ARTICLE 6

CONDITIONS

6.1

Mutual Conditions Precedent

27

6.2

Conditions Precedent to the Obligations of the Acquiror

6.3

Conditions Precedent to the Obligations of the Company

29

6.4

Notice and Cure Provisions

30

6.5

Satisfaction of Conditions

31

ARTICLE 7

COVENANTS RELATING TO ALTERNATIVE PROPOSALS

7.1

Non-Solicitation

7.2

Notification of Alternative Proposals

32

7.3

Responding to Alternative Proposals and Superior Proposals

33

ARTICLE 8

OTHER COVENANTS

8.1

Further Assurances

35

8.2

Access

36

8.3

Shareholder Claims

8.4

Public Statements

8.5

Directors' and Officers' Insurance and Indemnification

8.6

Regulatory Filings and Approvals

37

8.7

Co-operation Regarding Regulatory Filings and Approvals

8.8

Alternative Transaction

ARTICLE 9

TERM, TERMINATION, AMENDMENT AND WAIVER

9.1

Term

38

9.2

Termination

9.3

Termination Payment

39

9.4

Effect of Termination

40

9.5

Remedies

41

ARTICLE 10

GENERAL PROVISIONS

10.1

Amendment

10.2

Waiver

10.3

Expenses; Advisors

42

10.4

Notices

10.5

Severability

43

10.6

Entire Agreement

44

10.7

Assignment

10.8

Governing Law

10.9

Contra Proferentem

10.10

No Third Party Beneficiaries

10.11

Time of Essence

10.12

Counterparts

45

Schedule A

Plan of Arrangement

Schedule B

Arrangement Resolution

Schedule C

Representations and Warranties of the Company

Schedule D

Representations and Warranties of the Acquiror

ARRANGEMENT AGREEMENT

THIS AGREEMENT made the 31

day of August, 2015,

BETWEEN:

NORTHERN DYNASTY MINERALS LTD.

, a corporation existing under the laws of the Province of British Columbia,

(hereinafter referred to as the

WHEREAS the Acquiror desires to acquire all of the issued and outstanding securities of the Company;

AND WHEREAS the parties are prepared and intend to carry out the transactions contemplated herein by way of plan of arrangement pursuant to Division 5 of Part 9 of the BCBCA (as defined herein);

AND WHEREAS the boards of directors of each of the Acquiror and the Company have unanimously determined that the Arrangement is in the best interests of their respective companies, and have resolved to support the Arrangement and enter into this Arrangement Agreement;

AND WHEREAS contemporaneously herewith, the Acquiror has entered into Support Agreements with each of the Locked-Up Securityholders (as defined herein) who hold, in aggregate 7,274,820 Common Shares, 1,593,665 Warrants and 2,937,500 Options, pursuant to which, among other things, each such Securityholder has agreed to vote in favour of the Arrangement Resolution, all securities of the Company now held or hereafter acquired by them that are entitled to vote on the matter, on the terms and subject to the conditions set forth in such agreements;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby covenant and agree as follows:

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ARTICLE 1

In this Agreement, unless something in the subject matter or context is inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations shall have the corresponding meanings:

means Northern Dynasty Minerals Ltd.;

Acquiror Board

means the board of directors of the Acquiror;

Acquiror Public Documents

has the meaning set out in Section 5 of Schedule D;

Acquiror Shares

means the common shares of the Acquiror;

means:

any direct or indirect sale, purchase, or acquisition of the Company or of its securities (including by way of a subscription of shares or the issuance of shares from treasury) that entitle the holder thereof to, beneficially or jointly or in concert with others, own, control or direct more than 20% of the voting rights attached to the Companys securities, or of all or more than 20% (by value) of the assets of Company;

any similar transaction or other direct or indirect acquisition, business combination, arrangement, merger or takeover bid involving the Company, its subsidiaries, its securities, the securities of its subsidiaries, or their assets, or

any financing, loan, credit or other agreement (including by way of the subscription, purchase or issuance of debentures, notes or other debt instruments) pursuant to which the Company will incur indebtedness, liabilities or obligations;

Affiliate

has the meaning given to it in the Securities Act;

means this arrangement agreement, including all Schedules annexed hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

Alternative Transaction

has the meaning set out in Section 8.8;

means the arrangement of the Company under the provisions of Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 10.1 hereof or Article 5 of the Plan of Arrangement or made at the direction of the Court in the Final Order (provided that any such amendment or variation is acceptable to both the Acquiror and the Company, each acting reasonably);

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means the special resolution of the Securityholders of the Company approving the Arrangement to be considered at the Meeting substantially in the form of Schedule B;

Associate

has the meaning given to it in the Securities Act;

Business Corporations Act

(British Columbia);

Benefit Plan

has the meaning set out in Section 16(a) of Schedule C;

means the board of directors of the Company;

has the meaning set out in Section 0;

Business Day

means a day, other than a Saturday, a Sunday, or a statutory holiday in Vancouver, British Columbia;

Cannon Point Nominee

means a qualified person nominated by the Company to be appointed to the Acquiror Board by the Acquiror concurrently with the completion of the Arrangement;

'' means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to the Securityholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time;

means the United States Internal Revenue Code of 1986, as amended;

means the common shares of the Company;

means Cannon Point Resources Ltd.;

Company Expense Reimbursement Amount

has the meaning set out in Section 9.3(b);

Company Governing Documents

has the meaning set out in Section 1 of Schedule C;

Company Public Documents

has the meaning set out in Section 9(b) of Schedule C;

Competition Act

(Canada);

Concurrent Financing

means the Acquirors proposed special warrant financing to raise gross proceeds of a minimum of $10 million and a maximum of $20 million as announced by the Acquiror on August 10, 2015;

Confidentiality Agreement

means the confidentiality agreement dated July 28, 2015 between the Company and the Acquiror;

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Contract

means any contract, license, franchise, grant, permit, lease, arrangement, commitment, understanding, joint venture, partnership, note, bond, mortgage, indenture, instrument, deed of trust or other agreement or obligation (whether written or oral) to which the Company is a party or by which the Company is bound or affected or to which any of its properties or assets is subject;

means the Supreme Court of British Columbia;

Credit Facility

has the meaning set out in Section 5.7;

Depositary

means Computershare Trust Company of Canada as depositary at its offices as set out in the Letter of Transmittal;

Disclosure Letter

means the disclosure letter delivered by the Company to the Acquiror contemporaneously with the execution and delivery of this Agreement;

Dissent Rights

means the rights of dissent in respect of the Arrangement described in Section 3.1 of the Plan of Arrangement;

Effective Date

means the date the Acquiror and the Company agree upon, acting reasonably, as the effective date of the Arrangement after all of the conditions precedent to the completion of the Arrangement as set out in this Agreement have been satisfied or waived, including that the Final Order has been granted by the Court;

Effective Time

means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the parties agree to in writing before the Effective Date;

Encumbrance

includes any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, adverse claim, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

Environmental Laws

has the meaning set out in Section 18 of Schedule C;

Exchange Act

means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

means the order of the Court approving the Arrangement under section 291 of the BCBCA, in a form acceptable to the Company and the Acquiror, each acting reasonably, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Acquiror, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to both the Company and the Acquiror, each acting reasonably)

on appeal unless such appeal is withdrawn, abandoned or denied;

means Fiore Management and Advisory Corp.;

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Fiore Fee

has the meaning set out in Section 5.8;

means International Financial Reporting Standards;

Interim Order

means the interim order of the Court contemplated by Section 2.2, in a form acceptable to the Company and the Acquiror, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as the same may be amended, modified, supplemented or varied by the Court;

means any applicable laws, including international, national, provincial, state, municipal and local laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances, or other requirements of any Regulatory Authority having the force of law;

Letter Agreement

means the letter agreement dated August 10, 2015 between the Company and the Acquiror;

Letter of Transmittal

means the letter of transmittal for use by the Securityholders with respect to the Arrangement in the form accompanying the Circular;

means each of the directors and officers and certain shareholders of the Company;

Match Period

has the meaning set out in Section 7.3(b)(iv);

Material Adverse Effect

means, in respect of a person, any effect that is, or could reasonably be expected to be, material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), prospects, liabilities (whether absolute, accrued, conditional or otherwise), operations or results of operations of such person and its subsidiaries taken as a whole, other than any effect:

relating to the Canadian or United States economy, political conditions or securities markets in general;

affecting the gold mining industry in general;

relating to a change in the market trading price of shares of that person; or

relating to any generally applicable change in applicable Law (other than orders, judgments or decrees against such person, or any of its subsidiaries) or in accounting principles or standards applicable to that person;

provided, however, that the effect referred to in clause (a), (b) or (d) above does not primarily relate only to (or have the effect of primarily relating only to) such person and its subsidiaries, taken as a whole, or disproportionately adversely affect such person and its subsidiaries taken as a whole, compared to other companies of similar size operating in the industry in which it and its subsidiaries operate;

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material fact

and

material change

have the meaning set out in the Securities Act;

means the special meeting of the Securityholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution and all other matters requiring approval pursuant to the terms and conditions of this Agreement or the Interim Order;

Minimum Closing Working Capital

has the meaning set out in Section 5.9;

MI 61-101

means Multilateral Instrument 61-101

Protection of Minority Security Holders in Special Transactions

Misrepresentation

means an untrue statement of a material fact or an omission to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made;

NI 43-101

means National Instrument 43-101

Standards of Disclosure for Mineral Projects

NYSE MKT

means the NYSE MKT Equities Exchange;

Option Plan

means the Company share option plan in effect on the date hereof and the agreements entered into thereunder;

Optionholders

means holders of the Options;

means the options issued pursuant to the Option Plan;

Outside Date

means November 30, 2015, or such later date as the parties may agree in writing;

means a party to this Agreement;

means an individual, general partnership, limited partnership, corporation, company, limited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;

means the plan of arrangement of the Company, substantially in the form of Schedule A, as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms;

Regulatory Approvals

means those sanctions, rulings, consents, authorizations, orders, clearances, exemptions, permits, waivers, decisions, decrees, rules, regulations and other approvals (including the waiver or lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of a Regulatory Authority, that are required to be obtained in connection with the transactions contemplated by this Agreement;

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means:

any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing;

any self-regulatory organization or stock exchange, including the TSX, the NYSE MKT and the TSXV;

any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and

any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies pursuant to the foregoing;

Related Party

in respect of a person means any related party of such person, or any associated entity of a related party of such person, as those terms are defined in MI 61-101;

Representative

means, in respect of a person, its subsidiaries and its Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors);

Securities Laws

means the Securities Act, together with all other applicable provincial securities Laws, rules and regulations and published policies thereunder;

Securityholder Approval

has the meaning set out in Section 2.2(d);

means, collectively, Shareholders, Optionholders and Warrantholders;

means the System for Electronic Document Analysis and Retrieval;

means the holders of Common Shares;

subsidiary

means, with respect to a person, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such person and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a subsidiary;

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bona fide

Alternative Proposal that:

is made in writing after the date hereof;

was not solicited after the date hereof in contravention of Section 7.1(a) and did not result from the breach of either Section 4 of the Letter of Intent or Article 7 by the Company or its Representatives;

is made for all or substantially all of the consolidated assets of the Company or all of the outstanding Common Shares not owned by the person making such Alternative Proposal;

in the good faith determination of the Board and in the proper discharge of its fiduciary duties, after consultation with its legal counsel and financial advisors:

would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the Shareholders from a financial point of view than the Arrangement taking into account the form and amount of consideration, the likelihood and timing of completion and the other terms thereof (after due consideration of the legal, financial, regulatory and other aspects of such proposal and other factors deemed relevant by the Board);

complies with applicable Law;

(iii)

is not subject to a due diligence condition;

offers the same consideration on a per share basis to all Shareholders (but for greater certainty, does not restrict the provision of payments described in paragraphs (b) or (c) of the definition of collateral benefits in MI 61- 101);

is reasonably capable of being completed in accordance with its terms without undue delay or uncertainty, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal and taking into account that shareholder approval might be required; and

in respect of which the financing is then committed or confirmation is provided from the sources of financing to be used to complete the transaction contemplated by such Alternative Proposal that such financing is available subject to customary conditions; and

that the taking of action in respect of such Alternative Proposal is necessary for the Board in the discharge of its duties under applicable Law;

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Superior Proposal Notice

has the meaning set out in Section 7.3(b)(iii);

Support Agreements

means, collectively, the support agreements dated August 31, 2015 between the Acquiror and each of the Locked-Up Securityholders;

or

means all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes, franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan or Québec Pension Plan premiums, excise, severance, social security, workers' compensation, unemployment insurance or compensation, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imposts, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

Tax Act

Income Tax Act

(Canada), as amended;

Tax Returns

means all returns, declarations, reports, elections, information returns, statements and other documents filed or required to be filed with any taxing authority relating to Taxes;

Termination Payment

has the meaning set out in Section 9.3(a);

Termination Payment Event

has the meaning set out in Section 9.3(a);

Transaction Consideration

means the fraction of an Acquiror Share to be received based upon the WAP and based on an initial deemed value of $0.15 for each Common Share. The initial ratio of $0.15 divided by the WAP is the

Exchange Ratio

, at the date of this Agreement is 0.376, and is subject to adjustment pursuant to the provisions of Section 5.9 of this Agreement;

Treasury Regulations

means Regulations of the United States Department of the Treasury and/or the United States Internal Revenue Service promulgated under or in respect of the Code;

means the Toronto Stock Exchange;

means the TSX Venture Exchange;

U.S. Securities Act

means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

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U.S. Securities Laws

means all applicable securities laws in the United States, including the U.S. Securities Act, the Exchange Act and any applicable state securities laws;

means the weighted average price at which the Acquiror issues Acquiror Shares in the Concurrent Financing being $0.399;

means the holders of the Warrants; and

means the outstanding share purchase warrants of the Company.

In this Agreement, unless otherwise expressly stated or the context otherwise requires:

references to Agreement, this Agreement, hereto, herein, hereby, hereunder, hereof and similar expressions are references to this Agreement and not to any particular Section of or Schedule to this Agreement;

references to an Article, Section or Schedule followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement;

words importing the singular shall include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders;

the use of headings is for convenience of reference only and shall not affect the construction or interpretation hereof;

if the date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day;

a period of Business Days is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. (Vancouver time) on the last day of the period if the period is a Business Day or at 4:30 p.m. (Vancouver time) on the next Business Day if the last day of the period does not fall on a Business Day;

the terms material and materially shall, when used in this Agreement, be construed, measured or assessed on the basis of whether the matter would materially affect a party and its subsidiaries, taken as a whole;

references to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislation provision substituted therefor and all regulations, rules and interpretations issued thereunder or pursuant thereto;

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references to any agreement or document shall be to such agreement or document (together with the schedules and exhibits attached thereto), as it may have been or may hereafter be amended, modified, supplemented, waived or restated from time to time; and

wherever the term includes or including is used, it shall be deemed to mean includes, without limitation or including, without limitation, respectively.

1.3

Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in Canadian dollars.

1.4

References to the knowledge of the Company means the actual knowledge, after due inquiry, of the officers of the Company. References to the knowledge of the Acquiror means the actual knowledge, after due inquiry, of the senior officers of the Acquiror.

1.5

Any reference to a matter being disclosed or set out in the Disclosure Letter shall mean disclosure in such section of the Disclosure Letter that is referred to in the relevant section of this Agreement and disclosure in any section of the Disclosure Letter shall not be disclosure for the purposes of any other section of the Disclosure Letter.

1.6

The Schedules to this Agreement, as listed below, are an integral part of this Agreement:

Description

Plan of Arrangement

Representations and Warranties of the Company

Representations and Warranties of the Acquiror

ARTICLE 2

THE ARRANGEMENT

2.1

The Company and the Acquiror agree that the Arrangement shall be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

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Interim Order

The Company agrees that as soon as reasonably practicable after the date hereof, but in any event no later than September 22, 2015, or such other date as the Acquiror and the Company may agree, the Company, in a manner reasonably acceptable to the Acquiror, shall apply for the Interim Order pursuant to Division 5 of Part 9 of the BCBCA and, in co-operation with the Acquiror, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:

for the class of persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which notice is to be provided;

that the securities of the Company for which holders shall be entitled to vote on the Arrangement Resolution shall be Common Shares, Options and Warrants, voting together as a single class;

that Securityholders shall be entitled to vote on the Arrangement Resolution, with each Securityholder being entitled to one vote for each Common Share, and one vote for each Common Share underlying the Options and Warrants held by such Securityholder, as applicable;

that the requisite approval for the Arrangement Resolution shall be: (i) at least 662/3% of the votes cast by the Shareholders, present in person or represented by proxy at a Meeting, voting as a single class; (ii) at least 662/3% of the votes cast by the Securityholders, present in person or represented by proxy at a Meeting, voting as a single class; and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by Securityholders present or in person or represented by proxy at the Meeting (excluding any votes cast by certain related parties and interested parties (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101) (collectively the

that, in all other respects, the terms, restrictions and conditions of the Company Governing Documents, including quorum requirements and all other matters, shall apply in respect of the Meeting;

that the Acquiror intends to rely upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act in connection with the issuance of Acquiror Shares to be issued in exchange for securities as contemplated by the Arrangement, subject to and conditioned upon the Court's determination following a hearing that the Arrangement is fair and reasonable to the Securityholders;

for the grant of Dissent Rights as contemplated in the Plan of Arrangement;

for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

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that the Meeting may be adjourned or postponed from time to time by the Company subject to the terms of this Agreement without the need for additional approval of the Court;

that the record date for the Securityholders entitled to notice of, and to vote at, the Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Meeting; and

for such other matters as the Acquiror may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.

2.3

Circular and Meeting

(a) As soon as is practicable after the date hereof, the Company shall prepare, in consultation with the Acquiror, the Circular which, together with any other documents required by applicable Law in connection with the Meeting, shall be prepared in accordance with applicable Law. The Circular shall, subject to Article 7, reflect the Board Approval, a statement that the Locked-Up Securityholders have agreed to vote all of the Common Shares, Options and Warrants held by such persons in favour of the Arrangement Resolution, subject to the terms of the Support Agreements.

(b) Prior to the printing of the Circular and during the course of its preparation, the Company shall provide the Acquiror with timely opportunity to review and comment on it, and the Company shall in good faith consider incorporating therein all reasonable comments made by the Acquiror and shall consult in good faith with the Acquiror regarding any comments it proposes not to incorporate.

(c) The Acquiror shall provide to the Company for inclusion in the Circular such information regarding the Acquiror as is required by applicable Law to be included in the Circular. The Acquiror represents, warrants and covenants that any information it provides to the Company for inclusion in the Circular shall be accurate and complete in all material respects as of the relevant date of such information and shall not contain any Misrepresentation. The Acquiror shall indemnify and save harmless the Company and its directors and officers from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Misrepresentation contained in any information that was provided by the Acquiror to the Company for inclusion in the Circular.

(d) As soon as practicable after the issuance of the Interim Order, the Company shall cause the Circular, together with other documents required by applicable Law in connection with the Meeting, to be sent to the Securityholders and filed as required by the Interim Order and applicable Law, and the Company shall call and hold the Meeting in accordance with the Interim Order, the Company Governing Documents and applicable Law.

(e) The Company and the Acquiror shall diligently do all such reasonable acts and things as may be necessary to comply in all material respects with National Instrument 54-101

Communication with Beneficial Owners of Securities of a Reporting Issuer

in connection with the Meeting and, without limiting the generality of the foregoing, use all reasonable efforts to call and hold the Meeting by no later than October 23, 2015.

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(f) Subject to Article 7, the Company shall use its commercially reasonable efforts

to secure the approval of the Arrangement Resolution by Securityholders and solicit proxies for the approval of the Arrangement Resolution in accordance with applicable Law. If requested by the Acquiror, the Company shall employ, at the Acquiror's cost, the services of dealers and proxy solicitation agents selected by the Acquiror. The Company shall instruct any such proxy solicitation agents: (i) to report to the Acquiror and its designated Representatives concurrently with their reports to the Company and to advise the Acquiror as the Acquiror may reasonably request, and on a daily basis on each of the last seven Business Days prior to the Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any other matters to be considered at the Meeting; and (ii) to cooperate with the Acquiror and any solicitation agents or other Representative of the Acquiror hired by the Acquiror to assist in the solicitation of proxies in respect of the Meeting.

(g) The Company shall provide the Acquiror with a copy of any purported exercise of Dissent Rights and written communications with any Shareholder purportedly exercising such Dissent Rights and shall not, except as required by the BCBCA, settle or compromise any action brought by any present, former or purported holder of any of its securities in connection with the Arrangement or the other transactions contemplated by this Agreement, without the prior consent of the Acquiror, acting reasonably.

(h) The Meeting shall be held in Vancouver, British Columbia on a Business Day to be agreed upon by the parties, acting reasonably. Subject to Article 7, the Company shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) the Meeting, except with the Acquiror's prior written consent or as required by applicable Law or the Company Governing Documents. The Company shall provide notice to the Acquiror of the Meeting and allow the Acquiror's Representatives to attend the Meeting.

(i) The Company and the Acquiror shall each promptly notify the other party if at any time before the Meeting it becomes aware (in the case of the Company only with respect to the Company and in the case of the Acquiror only with respect to the Acquiror) that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement to the Circular, and the parties shall co-operate in the preparation of any amendment or supplement to the Circular, as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular as required by the Court or applicable Law.

2.4

U.S. Securities Law Matters

The parties agree that the issuance of the Acquiror Shares on completion of the Arrangement to the Shareholders shall be done in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, the parties agree that the Arrangement shall be carried out on the following basis:

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prior to the issuance of the Interim Order, the Court shall be advised of the intention of the parties to rely on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Acquiror Shares pursuant to the Arrangement, based on the Court's approval of the Arrangement;

the Court shall be required to satisfy itself that the Arrangement is fair and reasonable;

the Company shall ensure that each Shareholder entitled to receive Acquiror Shares under the Arrangement shall be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

the Shareholders shall be advised that the Acquiror Shares, to be issued in the Arrangement, have not been registered under the U.S. Securities Act and shall be issued in reliance on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act;

the Interim Order shall specify that each Securityholder shall have the right to appear before the Court at the hearing so long as it enters an appearance within a reasonable time; and

the Final Order shall expressly state that the Arrangement is approved by the Court as being fair and reasonable to Securityholders.

2.5

Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, the Company shall as soon as reasonably practicable thereafter, and in any event within three Business Days thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Division 5 of Part 9 of the BCBCA.

2.6

Court Proceedings

The Company shall provide the Acquiror with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and shall give reasonable consideration to all such comments. The Company shall provide to the Acquiror, on a timely basis, copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with the Acquiror's prior written consent, such consent not to be unreasonably withheld or delayed, provided that nothing herein shall require the Acquiror to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Acquiror's obligations set forth in any such filed or served materials or under this Agreement. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall not object to legal counsel to the Acquiror making submissions on the hearing of the motion for the Interim Order and the application for the Final Order. The Company shall oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and co-operation with, the Acquiror.

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Effective Date

The Arrangement shall become effective at the Effective Time on the Effective Date. Upon issuance of the Final Order and subject to the satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 6, unless another date is agreed to in writing by the parties, each of the parties on or before the Effective Date shall proceed to file any documents as required pursuant to Section 292 of the BCBCA, and such other documents as may be required to give effect to the Arrangement pursuant to Division 5 of Part 9 of the BCBCA, whereupon at the Effective Time on the Effective Date, the transactions comprising the Arrangement shall be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality. From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable Law, including the BCBCA. The Company agrees to negotiate in good faith with the Acquiror to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 10.1 of this Agreement to include such other terms determined to be necessary or desirable by the Acquiror, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner which is inconsistent with the provisions of this Agreement, which would reasonably be expected to delay, impair or impede the satisfaction of any condition set forth in Article 6 or which has the effect of reducing the Transaction Consideration or which is otherwise prejudicial to the Shareholders or other parties to be bound by the Plan of Arrangement.

2.8

Company Board Approval

The Company represents and warrants to and in favour of the Acquiror, and acknowledges that the Acquiror is relying upon such representations and warranties in entering into this Agreement, that, as of the date hereof the Board, after consultation with its financial advisors and legal counsel, has unanimously determined that the Arrangement is fair from a financial point of view to the Securityholders and is in the best interests of the Company, and accordingly has unanimously approved the entering into of this Agreement and the making of a recommendation that Securityholders vote in favour of the Arrangement Resolution (collectively, the

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2.9

Payment of Consideration

The Acquiror shall, following receipt of the Final Order and the Regulatory Approvals, and prior to the Effective Time, deliver or cause to be delivered

sufficient Acquiror Shares to the Depositary to pay in full the aggregate Transaction Consideration payable to the Shareholders (other than Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection) pursuant to the Plan of Arrangement.

Announcement and Shareholder Communications

The Company may publicly announce the transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such announcement to be approved in writing by the Acquiror in advance, acting reasonably. The Acquiror and the Company agree to co-operate in the preparation of presentations, if any, to Securityholders regarding the transactions contemplated by this Agreement and this Arrangement and the Company agrees to consult with the Acquiror in connection with any communications or meeting with Securityholders that it may have, and neither party shall (a) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), except as permitted by Article 7, or (b) subject to Section 8.6, make any filing with any Regulatory Authority with respect thereto without the prior written consent of the other party; provided, however, that the foregoing shall be subject to each party's overriding obligation to make any disclosure or filing required under applicable Law or stock exchange rules, and the party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Adjustment to Consideration Regarding Distributions

If on or after the date hereof, the Company declares, sets aside or pays any dividend or other distribution to the Shareholders of record as of a time prior to the Effective Time, the Acquiror shall make such adjustments to the Transaction Consideration as it determines acting in good faith to be necessary to restore the original agreement of the parties in the circumstances. For greater certainty, if the Company takes any of the actions referred to above, the aggregate consideration to be paid by the Acquiror shall be decreased by an equivalent amount.

2.12

List of Securityholders

At the reasonable request of the Acquiror from time to time, the Company shall provide the Acquiror with a list (in both written and electronic form) of the registered Shareholders, together with their addresses and respective holdings of Common Shares, with a list of the names together with their addresses and respective holdings of all persons holding securities or other rights to acquire Common Shares (including Optionholders and Warrantholders) and a list of non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings.

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2.13

The closing of the Arrangement shall take place at the offices of McMillan LLP, Royal Centre, 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia at 10:00 a.m. (Vancouver time) on the Effective Date, or at such other time and place as may be agreed to by the parties.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1

The Company hereby makes to the Acquiror the representations and warranties set out in Schedule C and acknowledges that the Acquiror is relying upon these representations and warranties in connection with the entering into of this Agreement.

3.2

Any investigation by the Acquiror or its Representatives shall not mitigate, diminish or affect the representations and warranties of the Company pursuant to this Agreement.

3.3

Survival of Representations and Warranties

The representations and warranties of the Company contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the Effective Time.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

4.1

The Acquiror hereby makes to the Company the representations and warranties set out in Schedule D and acknowledges that the Company is relying upon these representations and warranties in connection with the entering into of this Agreement.

4.2

Any investigation by the Company or its Representatives shall not mitigate, diminish or affect the representations and warranties of the Acquiror pursuant to this Agreement.

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4.3

The representations and warranties of the Acquiror contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the Effective Time.

ARTICLE 5

5.1

Covenants of the Company Regarding the Conduct of Business

The Company agrees that, prior to the Effective Time, unless the Acquiror shall otherwise agree in writing, such agreement not to be unreasonably withheld, delayed or conditioned, or as otherwise expressly contemplated or permitted by this Agreement, the Company shall:

conduct its business only in, not take any action except in, and maintain its facilities in, the usual, ordinary and regular course of business consistent with past practice and use commercially reasonable efforts to: (i) preserve intact its present business organization, assets (including intellectual property) and goodwill; (ii) maintain its real property interests (including title to, and leasehold interests in respect of, any real property) in good standing; (iii) keep available the services of its officers and employees as a group; and (iv) preserve the current relationships with consultants, and others having business relationships with it;

issue, sell, pledge, lease, dispose of, encumber or agree to issue, sell, pledge, lease, dispose of or encumber: (A) any additional shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares or other securities of, the Company (other than the issuance of Common Shares pursuant to the exercise in accordance with their terms of Options or Warrants currently outstanding); or (B) any assets of the Company;

amend or agree to amend any of the terms of any of the Options or the Warrants, or amend, extend, terminate or otherwise alter (or agree to do any of the foregoing in respect of) any other contractual arrangement of the Company;

amend or propose to amend the notice of articles, articles, by-laws or other constating documents of the Company;

split, combine or reclassify any outstanding Common Shares or declare, set aside or pay any dividend or other distribution in cash, stock, property or otherwise with respect to the Common Shares;

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redeem, purchase or offer to purchase any Common Shares or other securities of the Company;

reorganize, amalgamate or merge by plan of arrangement or otherwise the Company with any other person, company, partnership or other business organization whatsoever or incorporate any subsidiaries;

(vii)

reduce the stated capital of the Company;

(viii)

acquire or agree to acquire (by merger, amalgamation, plan of arrangement, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form any company, partnership or other business organization or make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of any property or assets of any other person, company, partnership or other business organization;

enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship;

incur or commit to incur any indebtedness for borrowed money, capital expenditures, or any other material liability, contractual commitment or obligation or issue any debt securities;

enter into any agreement with, or make any payments to, any Related Party of the Company other than the Fiore Fee;

(xii)

endorse, or otherwise as an accommodation become responsible for, the obligations of any other person, company, partnership or other business organization, or make any loans or advances;

(xiii)

adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company;

(xiv)

take any action or enter into any transaction that would preclude the Acquiror from obtaining the tax bump, determined under paragraph 88(1)(d) of the Tax Act, in respect of the non-depreciable capital property of the Company upon a wind-up, or amalgamation with, the Company;

pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in the Company's financial statements or incurred in the ordinary course of business consistent with past practice;

(xvi)

authorize, recommend, propose or agree to any release or relinquishment of any material contractual right or other material right under any licence or permit or material contract;

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(xvii)

abandon or fail to diligently pursue any application for any material licence, permit, order, authorization, consent, approval or registration which is currently pending or contemplated to be sought or required;

(xviii)

waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, permit, material contract or other material document, other than in the ordinary course of business consistent with past practice; or

(xix)

enter into new commitments of a capital expenditure nature or incur any new contingent liabilities;

not enter into or modify any employment, consulting, severance, change of control or similar agreements or arrangements with, or grant any bonuses, salary or fee increases, severance or termination pay to, any officers or directors or, in the case of employees or consultants who are not officers or directors, take any action other than in the ordinary, regular and usual course of business and consistent with past practice (none of which actions shall be unreasonable or unusual) with respect to the grant of any bonuses, salary or fee increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date hereof and shall not pay or agree to pay any bonuses, salary or fee increases, severance or termination pay to any director, officer, employee or consultant in connection with the transactions contemplated by this Agreement;

not adopt or amend any bonus, profit sharing, incentive, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any employee;

not take any action, which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time prior to the Effective Time if then made, and promptly notify the Acquiror first immediately orally and then promptly in writing of the occurrence of any event or condition that has, or is reasonably likely to have, a Material Adverse Effect in respect of the Company in the course of its business or in the operation of its properties and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated);

not authorize or propose or enter into or modify any contract, agreement, commitment or arrangement to do any of the matters prohibited by the other paragraphs of this Section 5.1;

not enter into or adopt any shareholder rights plan or similar agreement or arrangement;

(i) duly and timely file all Tax Returns required to be filed by it on or after the date hereof and all such Tax Returns shall be true, complete and correct in all material respects, (ii) timely pay all Taxes which are due and payable, (iii) not make or rescind any material express or deemed election relating to Taxes, (iv) not make a request for a Tax ruling or enter into a closing agreement with any taxing authorities, (v) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, and (vi) not change in any material respect any of its methods of reporting losses, deductions or accounting for income tax purposes from those employed in the preparation of its Tax Return for the taxation year ending December 31, 2014, except as may be required by applicable Law;

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not engage in any business, enterprise or other activity different from that carried on by it at the date of this Agreement that would reasonably be expected to have a Material Adverse Effect on the Company; and

make or cooperate as necessary in the making of all necessary filings and applications under all applicable Law required in connection with the transactions contemplated herein and take all reasonable action necessary to be in compliance with such Laws.

Covenants of the Acquiror Regarding the Conduct of Business

The Acquiror covenants and agrees that, except as contemplated in this Agreement, until the Effective Time or the day upon which this Agreement is terminated, whichever is earlier:

the Acquiror shall use commercially reasonable efforts to preserve intact its business organizations;

the Acquiror shall not, directly or indirectly, do or permit to occur any of the following without the prior consent of the Company, such consent not to be unreasonably withheld or delayed:

amend its articles or by-laws or the articles or by-laws of any of its subsidiaries or the terms of its shares or transfer it or any of its subsidiaries out of its current jurisdiction of incorporation in a manner that could have a material adverse effect on the market price or value of the Acquiror Shares to be issued pursuant to the Arrangement;

split, consolidate or reclassify any of its shares nor undertake any other capital reorganization;

reduce capital in respect of its shares;

take any action that could reasonably be expected to interfere with or be inconsistent with the consummation of the Arrangement or the transactions contemplated in this Agreement; and

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issue any shares in its capital stock or the capital stock of any of its subsidiaries (or securities convertible, exchangeable or exercisable into its shares or the shares of any of its subsidiaries) except upon the exercise of convertible securities outstanding as of the date of this Agreement. Notwithstanding the foregoing, the Acquiror shall be permitted to:

grant up to 6,000,000 service provider share purchase options under its option plan and allowable shares pursuant to its restricted share unit plan; and

raise the Concurrent Financing through the issuance of Acquiror Shares or Acquiror Share equivalents;

lend money to or invest money in any third party, whether by loan, acquisition of shares, acquisition of debt obligations or any other manner whatsoever or guarantee, endorse or otherwise become surety for or upon the obligations of any other person except as herein provided;

enter into any material transactions or transaction out of the ordinary course of business or enter into any material changes to the terms or provisions of any agreement which is material (other than in respect of the Concurrent Financing);

create, assume or suffer to exist (i) any liens upon or with respect to any of the equity interests in any subsidiary, whether now owned or hereafter acquired, or (ii) create or assume any liens or security interest upon or with respect to any of its assets, property or undertaking except under the Credit Facility;

sell, lease or otherwise transfer any material assets;

acquire or invest in any securities issued by any person or participate in any partnership or joint venture or the acquisition of any business assets or unincorporated business operations;

declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its equity interests now or hereafter outstanding, return any capital to its stockholders, directors or officers (or the equivalent persons thereof), make any distribution of assets, equity interests, obligations or securities to its stockholders, directors or officers (or the equivalent persons thereof) or pay or agree to pay any bonus, directors fees, consulting fees or other similar fees to any stockholders, directors or officers (or the equivalent persons thereof), or amend any existing service agreement, provided however, that the foregoing will not restrict the Acquiror from making routine payments of salaries or benefits to any salaried or hourly employees of who are not directors or officers with the terms of employment or consulting arrangements in place as at the date hereof) and the Acquiror shall have the right to implement change of control payment agreements with its senior executives on terms acceptable to the TSX; and

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other than as herein provided, enter into any contract, agreement or transaction whatsoever, including for the sale, purchase, lease or other dealing in any property or the provision of any services (other than office and administration services provided in the ordinary course of business), with any non-arms length party. Notwithstanding the foregoing, the Acquiror may upon notice to the Company, enter into a non-arms length transaction which does not involve any remuneration, is not material and is made upon fair and reasonable terms, which terms are not less favorable to that party, as the case may be, than it would obtain in an arms length transaction and, if applicable, for consideration which equals the fair market value of such property or the fair market rental as regards to leased property.

Covenants of the Company Relating to the Arrangement

The Company shall use commercially reasonable efforts to perform all obligations required to be performed by the Company under this Agreement, co-operate with the Acquiror in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall:

use commercially reasonable efforts to obtain as soon as practicable following execution of this Agreement all third party consents, approvals and notices required under any material Contract;

use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against the Company challenging or affecting this Agreement or the consummation of the transactions contemplated hereby and use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to the Company which may materially adversely affect the ability of the parties to consummate the Arrangement; and

use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Law may impose on the Company with respect to the transactions contemplated by this Agreement.

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Covenants of the Acquiror Relating to the Arrangement

The Acquiror shall use commercially reasonable efforts to perform all obligations required to be performed by the Acquiror under this Agreement, co-operate with the Company in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Acquiror shall:

use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against the Acquiror challenging or affecting this Agreement or the consummation of the transactions contemplated hereby and use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to the Acquiror which may materially adversely affect the ability of the parties to consummate the Arrangement;

use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Law may impose on the Acquiror with respect to the transactions contemplated by this Agreement; and

prepare and file with the applicable Regulatory Authorities, including the NYSE MKT and the TSX, all necessary applications and forms required in order to permit the valid issue and listing of Acquiror Shares issued pursuant to the Arrangement on such exchanges.

5.5

All outstanding Options will be converted to options to purchase Acquiror Shares pursuant to the Plan of Arrangement. The Acquiror covenants and agrees that the Options granted to charities, Fiore and any Optionholders who will be continuing as directors of the Acquiror outstanding on the Effective Date shall continue in effect on the same terms and conditions (subject to adjustments required after giving effect to the Arrangement including, without limitation, multiplying the number of Options by the Exchange Ratio and dividing the exercise price by the Exchange Ratio and that such Options shall be exercisable for Acquiror Shares). All other Options shall continue in effect on the same terms and conditions (subject to adjustments required after giving effect to the Arrangement including, without limitation, multiplying the number of Options by the Exchange Ratio and dividing the exercise price by the Exchange Ratio and that such Options shall be exercisable for Acquiror Shares) but shall expire ninety (90) days after...


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