Common use of The Arrangement Clause in Contracts

The Arrangement. At the Effective Time on the Effective Date, the following will occur and will be deemed to occur in the following sequence without any further authorization, act or formality by Cardero, Coalhunter or any other person: (a) each of the issued and outstanding Coalhunter Shares, other than those held by Dissenting Shareholders and Cardero will be deemed to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Share; (b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option.

The Arrangement. At Commencing at the Effective Time on the Effective DateTime, the following will shall occur and will shall be deemed to occur in the following sequence order without any further authorization, act or formality by Cardero, Coalhunter or any other personformality: (ai) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of the issued and outstanding Coalhunter Sharesany Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than those held by Dissenting Shareholders and Cardero will be deemed a Dissent Share, Levon shall issue as fully paid or transfer to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Levon Shareholder, if calculated to include a fraction one New Levon Share and 0.5 of a Cardero Share, will be rounded downwards to the nearest whole Cardero Spinco Share; (bB) for each Coalhunter ShareholderDissent Share or Dissent Option, other than the Dissenting Shareholders and Cardero, will Securityholder shall be deemed entitled to have transferred all Coalhunter Shares held by him, her receive from Levon an amount agreed upon with Levon or it equal to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to fair value thereof determined in section 3.1(a) in exchange thereforaccordance with the Dissent Rights; (cC) the Coalhunter stated capital of the New Levon Shares owned by each Dissenting Shareholder, at or prior will be an amount equal to the Coalhunter Meeting in accordance with Article 4 belowpaid-up capital of the Levon Shares, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with less the acquisition by Cardero Fair Market Value of Coalhunter the Spinco Shares pursuant to Section 3.1 and distributed on such Dissenting Shareholders will thereupon have no rights or entitlements exchange; and (iv) with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter;each Levon Share: (dA) each Coalhunter Shareholder, other than Cardero, will the Levon Shareholder thereof shall cease to be a holder the Levon Shareholder of Coalhunter Shares such Levon Share and the name of each such Coalhunter the Levon Shareholder will shall be removed from the central securities register of Coalhunter as of the Effective DateLevon with respect to such Levon Share; (eB) the certificate representing each Coalhunter Share, such Levon Share shall be cancelled; and (C) other than Coalhunter Shares held by Carderowith respect to Dissent Shares, will the Levon Shareholder shall be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered registered in the central securities register of Coalhunter Levon as the holder of such Coalhunter New Levon Shares as of the Effective Dateset out in paragraph 3(a)(iv)(A); (hv) each outstanding Coalhunter Option held by a person that willThe SciVac Securityholders will transfer the SciVac Shares, following the Effective Date, continue Capital Notes and the Loans to be eligible Levon and in exchange Levon will issue to hold an incentive stock option under or to the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions order of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter OptionSciVac Securityholders, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Acquired Levon Shares; (iivi) each such Coalhunter Option will have an exercise price per Cardero the Class A Common Share, payable to Cardero, denominated shares in the same currency authorized share structure of Levon, as applicable a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such Coalhunter Option (rounded up to the nearest one-hundredth shares and Part 26 of a dollar) equal to 125% Levon’s articles shall be deleted and Levon’s notice of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will articles shall be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Datealtered accordingly; and (Cvii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter OptionRegistrar.

The Arrangement. At Commencing at the Effective Time on Time, each of the Effective Date, the following will events and transactions set out below shall occur and will be deemed to occur in the following sequence sequence, in each case effective as at one-minute intervals starting at the Effective Time (except in each case where otherwise specifically stated in this Plan of Arrangement), without any further authorization, act or formality of or by CarderoBHC, Coalhunter B+L or any other personPerson: (a) each of the issued and outstanding Coalhunter Shares, other than those BHC Common Share held by a Dissenting Shareholders and Cardero will BHC Shareholder shall be deemed to be acquired transferred by Carderothe holder thereof, without any further act or formality on its part, free from any claimsand clear of all Liens, in exchange for claims and encumbrances, to BHC and BHC shall thereupon be obliged to pay the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Share; (b) each Coalhunter Shareholder, other than Dissenting Shareholders amount therefor determined and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting payable in accordance with Article 4 belowthe BCBCA and the Interim Order, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will holder shall be removed from the central securities register of Coalhunter BHC as a holder of BHC Common Shares; (b) each B+L Share held by a Dissenting B+L Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, claims and encumbrances, to B+L and B+L shall thereupon be obliged to pay the amount therefor determined and payable in accordance with the CBCA and the Interim Order, and the name of such holder shall be removed from the central securities register of B+L as a holder of B+L Shares; (c) the authorized share capital of BHC shall be reorganized and its Articles amended to create and authorize the issuance (for clarity, in addition to the shares that BHC is authorized to issue immediately before such amendment) of an unlimited number of BHC Class A Shares and an unlimited number of BHC Special Shares having the same rights, privileges, restrictions and conditions attaching to each class as set out in Schedule A to this Plan of Arrangement; (d) each BHC Option that is a BHC Remain Concentration Option shall be exchanged at the Effective Time for a BHC Replacement Option to purchase from BHC the number of BHC Class A Shares (rounded down to the nearest whole number) equal to (i) the number of BHC Common Shares underlying the BHC Option immediately prior to Effective Time, multiplied by (ii) the BHC Concentration Ratio, at an exercise price per BHC Class A Share (rounded up to the nearest whole cent) equal to (iii) the exercise price per BHC Common Share otherwise purchasable pursuant to such BHC Option immediately prior to the Effective Time, divided by (iv) the BHC Concentration Ratio, exercisable until the original expiry date of such BHC Option. Except as set out above, all other terms and conditions of such BHC Replacement Option, including the conditions to and manner of vesting and exercising, will be the same as the BHC Option so exchanged, and any award document evidencing the corresponding BHC Option shall thereafter evidence such BHC Replacement Option. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC Option for a BHC Replacement Option and that the exercise price and the number of BHC Class A Shares purchasable pursuant to the BHC Replacement Options shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, including Treasury Regulation Section 1.409A-1(b)(5)(v)(D) thereunder. Therefore, in the event that the In-the-Money Amount in respect of a BHC Replacement Option determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Option for which it is exchanged and determined immediately before the Effective DateTime, the number of BHC Class A Shares which may be acquired on exercise of the BHC Replacement Option at and after the Effective Time, and/or the exercise price per BHC Class A Share, will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the corresponding BHC Replacement Option determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Option determined immediately before the Effective Time; (e) each BHC Option that is a BHC Spin Concentration Option shall be exchanged at the certificate representing each Coalhunter ShareEffective Time for a Numberco Option to purchase from Numberco the number of Numberco Shares (rounded down to the nearest whole number) equal to (i) the number of BHC Common Shares underlying the BHC Option immediately prior to the Effective Time, multiplied by (ii) the B+L Concentration Ratio, at an exercise price per Numberco Share (rounded up to the nearest whole cent) equal to (x) the exercise price per BHC Common Share otherwise purchasable pursuant to such BHC Option immediately prior to the Effective Time, divided by (y) the B+L Concentration Ratio, exercisable until the original expiry date of such BHC Option. Except as set out above, all other than Coalhunter Shares held by Carderoterms and conditions of such Numberco Option, including the conditions to and manner of vesting and exercising, will be deemed to have been cancelled be the same as the BHC Option so exchanged, and any award document evidencing a BHC Option shall thereafter evidence such Numberco Option. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC Option for a Numberco Option and that the exercise price and the number of Numberco Shares purchasable pursuant to the Numberco Options shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, including Treasury Regulation Section 1.409A-1(b)(5)(v)(D) thereunder. Therefore, in the event that the In-the-Money Amount in respect of a Numberco Option determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Option for which it is exchanged determined immediately before the Effective DateTime, the number of Numberco Shares which may be acquired on exercise of the Numberco Option at and after the Effective Time, and/or the exercise price per Numberco Share, will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the Numberco Option determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Option determined immediately before the Effective Time; (f) each Coalhunter ShareholderBHC RSU that is a BHC Basket RSU shall, at the Effective Time, be exchanged for: (i) a BHC Replacement RSU to acquire from BHC the number of BHC Class A Shares equal to the number of BHC Common Shares underlying the BHC RSU immediately prior to the Effective Time, and (ii) a Numberco RSU to acquire from Numberco the number of Numberco Shares (rounded down to the nearest whole number) equal to the product of the (A) number of BHC Common Shares underlying the BHC RSU immediately prior to the Effective Time, and (B) the Basket Ratio. Except as set out above, all other than Carderoterms and conditions of such BHC Replacement RSU and Numberco RSU, including the conditions to and manner of vesting, will be deemed the same as the BHC RSU so exchanged. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to have executed the exchange of a BHC RSU for a BHC Replacement RSU and delivered all consentsa Numberco RSU and that the number of BHC Class A Shares and Numberco Shares issuable pursuant to the BHC Replacement RSUs and Numberco RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, releasesas applicable. Therefore, assignments with respect to a BHC Basket RSU that is subject to the provisions of subsection 7(1) of the Tax Act and waiversthat is exchanged by a Canadian Holder, statutory or otherwisein the event that the aggregate In-the-Money Amount in respect of the BHC Replacement RSU and Numberco RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Basket RSU for which it is exchanged determined immediately before the Effective Time, required the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement RSU and the number of Numberco Shares which may be acquired on settlement of the Numberco RSU will be adjusted accordingly with effect at and from the Effective Time to implement ensure that the aggregate In-The-Money Amount in respect of the corresponding BHC Replacement RSU and carry out Numberco RSU determined immediately after the Arrangementcompletion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Basket RSU determined immediately before the Effective Time; (g) Cardero each BHC RSU that is a BHC Remain Concentration RSU shall be exchanged at the Effective Time for a BHC Replacement RSU entitling the holder to acquire from BHC the number of BHC Class A Shares (rounded down to the nearest whole number) equal to (i) the number of BHC Common Shares underlying the BHC RSU immediately prior to the Effective Time, multiplied by (ii) the BHC Concentration Ratio. Except as set out above, all other terms and conditions of such BHC Replacement RSU, including the conditions to and manner of vesting, will b the same as the BHC RSU so exchanged. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC RSU for a BHC Replacement RSU and that the number of BHC Class A Shares issuable pursuant to the BHC Replacement RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Remain Concentration RSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the In-the-Money Amount in respect of the BHC Replacement RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Remain Concentration RSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement RSU at and after the Effective Time will be adjusted accordingly with effect at and will be deemed from the Effective Time to be ensure that the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered In-The-Money Amount in the central securities register of Coalhunter as the holder of such Coalhunter Shares as respect of the corresponding BHC Replacement RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Remain Concentration RSU determined immediately before the Effective DateTime; (h) each outstanding Coalhunter Option held by BHC RSU that is a person that will, following BHC Spin Concentration RSU shall be exchanged at the Effective Date, continue to be eligible to hold an incentive stock option under Time for a Numberco RSU entitling the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of acquire from Numberco the number of Coalhunter Numberco Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollarnumber) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter BHC Common Shares subject to such Coalhunter Option; and (j) if underlying the BHC RSU immediately prior to the Effective Time, multiplied by (ii) the TSX hasB+L Concentration Ratio. Except as set out above, all other terms and conditions of such Numberco RSU, including the conditions to and manner of vesting, will be the same as the BHC RSU so exchanged. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC RSU for a Numberco RSU and that the number of Numberco Shares issuable pursuant to the Numberco RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Spin Concentration RSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the In-the-Money Amount in respect of the Numberco RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Spin Concentration RSU for which it is exchanged determined immediately before the Effective Time, the number of Numberco Shares which may be acquired on settlement of the Numberco RSU at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the Numberco RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Spin Concentration RSU determined immediately before the Effective Time; (i) each BHC PSU that is a BHC Basket PSU shall, at the Effective Time, be exchanged for: (i) not accepted notice with respect a BHC Replacement PSU to acquire from BHC the number of BHC Class A Shares (rounded down to the issuance nearest whole number) equal to the number of Cardero BHC Common Shares on exercise of any Coalhunter Option then outstanding; or underlying the BHC PSU immediately prior to the Effective Time, and (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option a Numberco RSU to acquire from Numberco the number of Numberco Shares (or rounded down to the underlying Cardero Sharesnearest whole number) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: of the (A) number of BHC Common Shares underlying the difference between BHC PSU immediately prior to the exercise price of the Coalhunter Option Effective Time, and $1.52 multiplied by (B) the Basket Ratio. Except as set out above, all other terms and conditions of such BHC Replacement PSU and Numberco RSU, including the conditions to and manner of vesting, will be the same as the BHC PSU so exchanged (except the Numberco RSUs shall not be subject to any performance-based vesting conditions following the Effective Time). It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC PSU for a BHC Replacement PSU and a Numberco RSU and that the number of Coalhunter BHC Class A Shares and Numberco Shares issuable pursuant to the BHC Replacement PSUs and Numberco RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Basket PSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the aggregate In-the-Money Amount in respect of the BHC Replacement PSU and Numberco RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Basket PSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement PSU and the number of Numberco Shares which may be acquired on settlement of the Numberco RSU will be adjusted accordingly with effect at and from the Effective Time to ensure that the aggregate In-The-Money Amount in respect of the corresponding BHC Replacement PSU and Numberco RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Basket PSU determined immediately before the Effective Time; (j) each BHC PSU that is a BHC Remain Concentration PSU shall be exchanged at the Effective Time for a BHC Replacement PSU entitling the holder to acquire from BHC the number of BHC Class A Shares (rounded down to the nearest whole number) equal to (i) the number of BHC Common Shares underlying the BHC PSU immediately prior to the Effective Time, multiplied by (ii) the BHC Concentration Ratio. Except as set out above, all other terms and conditions of such Coalhunter Option.BHC Replacement PSU, including the conditions to and manner of vesting, will be the same as the BHC PSU so exchanged. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC PSU for a BHC Replacement PSU and that the number of BHC Class A Shares issuable pursuant to the BHC Replacement PSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Remain Concentration PSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder in the event that the In-the-Money Amount in respect of the BHC Replacement PSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Remain Concentration PSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement PSU at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the corresponding BHC Replacement PSU determined imm

The Arrangement. At the Effective Time on the Effective DateTime, the following will shall occur and will shall be deemed to occur in the following sequence order without any further authorization, act or formality by Cardero, Coalhunter or any other personformality: (ai) each The holders of the Orezone 2008 Options, the Orezone Convertible Debenture and the Orezone Warrants shall not be entitled to receive Orezone Shares upon the exercise thereof. (ii) Each Orezone 2008 Option outstanding immediately prior to the Effective Time, whether vested or not, shall remain outstanding in accordance with its terms which provide that such Orezone 2008 Option may be exercised by the holder thereof at any time up to and including (but not after) the date that is 30 days after the Effective Time. (iii) The Orezone Warrants, if outstanding immediately prior to the Effective Time, will remain outstanding in accordance with their terms. (iv) The Orezone Convertible Debenture, if outstanding immediately prior to the Effective Time, will be terminated and the Debentureholder will receive from IAMGOLD as to 50 per cent of the principal and interest owing thereunder cash and, as to the remaining 50 per cent the principal and interest owing thereunder, IAMGOLD Shares on the terms and conditions set out in the Convertible Debenture Waiver Agreement. (v) Orezone shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act as follows, and in the following order: A. The authorized capital of Orezone will be amended by: I. re-designating the Orezone Shares as Class B Shares and each certificate representing such an outstanding Orezone Share shall, as and from the time such re-designation is effective, represent a Class B Share; and II. the creation of an unlimited number of Class A Shares; and the articles of Orezone shall be deemed to be amended accordingly B. Each issued and outstanding Coalhunter SharesClass B Share, other than those held by Dissenting Shareholders and Cardero Orezone Shareholders, will be deemed exchanged with Orezone for one Class A Share and ● New Orezone Shares. C. Each issued Class B Share held by a Dissenting Orezone Shareholder (for greater certainty, being an Orezone Shareholder who has complied with the Dissent Rights and is ultimately entitled to be paid for its Class B Shares) will be acquired by Cardero, free from any claims, IAMGOLD in exchange consideration for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Share; (b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except debt claim against IAMGOLD to be paid fair value of such Class B Shares pursuant to the Dissent Procedures. D. The stated capital of Orezone for their Coalhunter the outstanding Class A Shares by Coalhunter; (d) each Coalhunter Shareholderwill be an amount equal to the stated capital of Orezone for the Class B Shares, less the fair market value of the New Orezone Shares distributed to Orezone Shareholders, other than Cardero, will cease Dissenting Orezone Shareholders pursuant to be a holder of Coalhunter Shares section 4 hereof and the name paid-up capital of each such Coalhunter Shareholder the Class A Shares of Orezone will be removed from reduced accordingly. E. The Class B Shares (including the central securities register of Coalhunter as of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Class B Shares held by Cardero, Dissenting Orezone Shareholders and acquired by IAMGOLD pursuant to paragraph 3(a)(vi)(D) hereof) will be deemed cancelled. (vi) Each outstanding Class A Share will be transferred to have been cancelled as IAMGOLD in consideration for IAMGOLD Shares on the basis of the Effective Date;Exchange Ratio. (fvii) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as The holders of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder Orezone 1997 Options shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will not be entitled to acquirereceive Orezone Shares upon the exercise thereof and each Orezone 1997 Option outstanding immediately prior to the Effective Time, whether vested or not, shall be exchanged for a fully-vested option granted by IAMGOLD (each an “IAMGOLD Replacement Option” and will accept in lieu of collectively the “IAMGOLD Replacement Options”) to acquire that number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero IAMGOLD Shares equal to the product of (A) the number of Coalhunter Orezone Shares subject to the Coalhunter Orezone 1997 Option immediately before the Effective Date multiplied Time and (B) the Exchange Ratio, and the exercise price per IAMGOLD Share subject to any IAMGOLD Replacement Option shall be equal to the quotient of (A) the exercise price per Orezone Share subject to such Orezone 1997 Option immediately before the Effective Time divided by (B) the Exchange Ratio. Except as set out above, provided that if the foregoing would result in terms of each IAMGOLD Replacement Option shall be the issuance of a fraction of a Cardero Common Share, then same as the number of Cardero Shares otherwise issued on exercise of the Coalhunter Orezone 1997 Option will be rounded down to the nearest whole number of Cardero Shares;exchanged therefor. (iiviii) With respect to each Class A Share: A. each such Coalhunter Option will have an exercise price per Cardero Common ShareOrezone Shareholder, payable other than IAMGOLD, shall cease to Cardero, denominated in be the same currency as applicable to holder of such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following Class A Share on the Effective Date and will such holder’s name shall be subject removed from the share register of Orezone as at the Effective Time; and B. IAMGOLD shall be deemed to be the following vesting provisions:transferee of such Class A Share (free and clear of any Encumbrance) on the Effective Date and shall be entered in the share register of Orezone as the holder thereof as at the Effective Time. (Aix) 25% Orezone and IAMGOLD Subco shall be amalgamated to form IAMGOLD Amalco and continue as one corporation under the CBCA on the terms prescribed in this Plan of Arrangement and, as a result, the property and liabilities of Orezone and IAMGOLD Subco will become the property and liabilities of IAMGOLD Amalco. Orezone and IAMGOLD Subco will merge with the same effect as if they were amalgamated under section 184(2) of the Cardero Shares subject to such Coalhunter Option CBCA. (x) Orezone and IAMGOLD Subco will be vested at six months following the Effective Datecontinue as one company; (Bxi) an additional 25% Following the amalgamation of Orezone and IAMGOLD Subco described in paragraph 3(a)(ix) hereof and from and after such time: A. IAMGOLD Amalco will own and hold all property of Orezone and IAMGOLD Subco, and, shall continue to be liable for the obligations of Orezone and IAMGOLD Subco and will be liable for the obligations of Orezone and IAMGOLD Subco, including civil, criminal and quasi-criminal liabilities and all contracts, disabilities, options, warrants and debts of each of Orezone and IAMGOLD Subco; B. all rights, contracts, permits and interests of Orezone and IAMGOLD Subco will continue as rights, contracts, permits and interests of IAMGOLD Amalco as if Orezone and IAMGOLD Subco continued and, for greater certainly, the merger will not constitute a transfer or assignment of the Cardero rights or obligations of either of Orezone or IAMGOLD Subco under any such rights, contracts, permits and interests; C. any existing cause of action, claim or liability to prosecution is unaffected; D. a civil, criminal or administrative action or proceeding pending by or against Orezone or IAMGOLD Subco may continue to be prosecuted by or against IAMGOLD Amalco; E. a conviction against, or ruling, order or judgment in favour of or against, Orezone or IAMGOLD Subco may be enforced by or against IAMGOLD Amalco; F. the name of IAMGOLD Amalco shall be l; G. all outstanding Class A Shares subject to such Coalhunter Option shall be cancelled without any repayment of capital in respect thereof; H. all outstanding common shares of IAMGOLD Subco shall be cancelled and IAMGOLD shall receive on the Amalgamation one common share of IAMGOLD Amalco for the one common share of IAMGOLD Subco previously held by IAMGOLD; I. the registered and records office of IAMGOLD Amalco shall be located at l; J. the head office of IAMGOLD Amalco will be vested located at 12 l; K. IAMGOLD Amalco shall be authorized to issue an unlimited number of common shares; L. the articles of amalgamation of IAMGOLD Amalco shall be substantially in the form attached as appendix l to this Plan of Arrangement; M. the by-laws of IAMGOLD Amalco shall be substantially in the form of the by-laws of IAMGOLD Subco; N. the first annual general meeting of IAMGOLD Amalco will be held within 18 months following after the Effective Date; and (C) O. the balance first directors of IAMGOLD Amalco following the Amalgamation shall be l; provided that none of the Cardero Shares subject to such Coalhunter Option foregoing will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately occur or be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price occur unless all of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Optionforgoing occurs.

The Arrangement. At the Effective Time on On the Effective Date, the following will shall occur and will be deemed to occur in the following sequence order without any further authorization, act or formality by Carderonotwithstanding anything contained in the provisions attaching to any of the securities of the Corporation. New Skyline or Copper Mountain, Coalhunter or any other personbut subject to the provisions of Article 4: (a) each 3.1.1 The Memorandum of the Corporation shall be amended to authorize the Corporation to issue 350,000,000 shares divided into 200,000,000 Common Shares and 100,000,000 Preferred Shares without par value, issuable in series and 50,000,000 Exchangeable Shares without par value and the Memorandum shall be amended as set out in Exhibit .I-A; 3.1.2 The Articles of the Corporation will be amended by adding the special rights and restrictions attached to the Exchangeable Shares set out in Exhibit I-B hereto; 3.1.3 The Corporation will transfer and assign to New Skyline all of the assets of the Corporation other than the Mill Equipment (collectively, the "Transferred Assets") at the fair market value thereof in exchange for New Skyline assuming the Indemnified Liabilities and the issue by New Skyline to the Corporation of 40 New Skyline Common Shares and a non-interest bearing demand promissory note in an amount equal to the difference between the fair market value of the Transferred Assets less the amount of the Indemnified Liabilities (the "Note"); 3.1.4 Each issued and outstanding Coalhunter Shares, Skyline Common Share (other than those held by Dissenting Shareholders a dissenting holder) shall be exchanged for one Pre-Amalgamation Common Share and Cardero will be deemed one Exchangeable Share. Each Skyline Common Shareholder (other than a dissenting holder) shall cease to be acquired by Carderothe holder of the Skyline Common Shares so exchanged and shall become the holder of the number of Pre-Amalgamation Common Shares and Exchangeable Shares Issued to such Skyline Common Shareholder. The name of such Skyline Common Shareholder shall be removed from the register of members of Skyline Common Shares with respect to the Skyline Common Shares so exchanged and shall be added to the registers of members of Pre-Amalgamation Common Shares and Exchangeable Shares as the holder of the number of Pre-Amalgamation Common Shares and Exchangeable Shares, free from any claimsrespectively, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that so issued to such Skyline Common Shareholder; 3.1.5 One share certificate representing the aggregate number of Cardero Exchangeable Shares issuable and one share certificate representing the aggregate number of Pre-Amalgamation Common Shares issued pursuant to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, section 3.1.4 will be rounded downwards issued to and held by the nearest whole Cardero ShareDepository in trust and for the benefit of the Skyline Common Shareholders (other than dissenting holders); 3.1.6 The Skyline Common Shares exchanged for Pre-Amalgamation Common Shares and Exchangeable Shares pursuant to section 3.1.4 shall be cancelled; 3.1.7 Each (bformer) each Coalhunter Shareholder, Skyline Common Shareholder (other than Dissenting Shareholders and Cardero, a dissenting holder) will be deemed to have sold or transferred all Coalhunter Shares held by himof his, her or it its Exchangeable Shares to Cardero New Skyline for consideration consisting solely on one New Skyline Common Share for each Exchangeable Share so transferred. In connection with such sale and Cardero will be deemed to have issued the Cardero transfer each holder of Exchangeable Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, so sold and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will shall cease to be a the holder of Coalhunter the Exchangeable Shares so sold and transferred and shall become the holder of the number of New Skyline Common Shares issued to such holder. The name of each such Coalhunter Shareholder will holder shall be removed from the central securities register of Coalhunter members of Exchangeable Shares with respect to the Exchangeable Shares so sold and transferred and shall be added to the register of members of New Skyline Common Shares as the holder of the Effective Date; (e) the certificate representing each Coalhunter Sharenumber of New Skyline Common Shares so issued to such holder, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will New Skyline shall be and will shall be deemed to be the transferee of all Coalhunter the Exchangeable Shares (other than Coalhunter Shares owned by Cardero), free so transferred and the name of all liens, claims and Encumbrances, and will New Skyline shall be entered in the central securities register of Coalhunter members of Exchangeable Shares as the holder of the number of Exchangeable Shares so sold and transferred to New Skyline; 3.1.8 The Depository will deliver to New Skyline the share certificate representing the Exchangeable Shares sold and transferred to New Skyline pursuant to section 3.1.7; 3.1.9 All of the Exchangeable Shares owned by New Skyline shall be redeemed for their aggregate redemption value in exchange for the cancellation of the non-interest-bearing demand promissory note. The Exchangeable Shares will be cancelled; 3.1.10 All New Skyline Common Shares held by the Corporation will be cancelled; 3.1.11 The name of New Skyline be changed to "Skyline Gold Corporation" and the Memorandum of New Skyline be amended to be in the form provided in Exhibit I-C hereto; 3.1.12 The number of directors of New Skyline will be set at 4 and the directors of New Skyline will be ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; 3.1.13 The auditors of New Skyline will be KPMG LLP; 3.1.14 The Corporation and Copper Mountain will amalgamate, pursuant to the provisions of the Act, and continue as one company in the manner set out herein and with the effect set out in Section I 247 of the Company Act, and each of the Corporation and Copper Mountain will contribute to New Copper Mountain all of its assets, subject to all of its liabilities and New Copper Mountain will assume all such Coalhunter liabilities; 3.1.15 The name of New Copper Mountain will be "Copper Mountain Mines Ltd." or such other name as may be acceptable to the regulatory authorities and the directors of Copper Mountain; 3.1.16 Each holder of Pre-Amalgamation Common Shares will receive one New Copper Mountain Common Share for every eight Pre-Amalgamation Common Shares held and each Copper Mountain Shareholder will receive such number of New Copper Mountain Common Shares as of is equal to the Effective Date; (h) Exchange Ratio for each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Original Copper Mountain Common Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero held. No fractional New Copper Mountain Common Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled issued to acquire, the Skyline Common Shareholders or the Original Copper Mountain Shareholders and no cash will accept be paid in lieu of the number fractional shares. Any fractions of Coalhunter New Copper Mountain Common Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if resulting from the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option exchange will be rounded down to the nearest whole number with fractions of Cardero Shares;one-half or greater being rounded to the next higher whole number and fractions of less than one-half being rounded to the next lower whole number. (ii) 3.1.17 Each Original Copper Mountain Warrant will be amended so that each holder of an Original Copper Mountain Warrant will be entitled to receive on exercise of the Original Copper Mountain Warrant such Coalhunter Option will have number of New Copper Mountain Common Shares as to equal to the Exchange Ratio for each Original Copper Mountain Common Shares such holder of an Original Copper Mountain Warrant was entitled to at an exercise price per Cardero equal to the exercise price set forth therein divided by the Exchange Ratio. Any fractions of New Copper Mountain Common Share, payable to Cardero, denominated in Shares resulting from the same currency as applicable to such Coalhunter Option (foregoing exchange will be rounded up to the nearest whole number with fractions of one-hundredth half or greater being rounded to the next higher whole number and fractions of a dollar) less than one-half being rounded to the next lower whole number. 3.1.18 The Memorandum of New Copper Mountain will be as set forth in Exhibit I-D attached hereto, and the Article of New Copper Mountain will be set forth in Exhibit I-E attached hereto. 3.1.19 The directors of new Copper Mountain will be Chengfeng Zhou, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, L ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senator ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. 3.1.20 The auditors of New Copper Mountain will be KPMG LLP. 3.1.21 New Copper Mountain shall issue to New Skyline such number of New Copper Mountain Common Shares as is equal to 1255 % of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable total issued and outstanding New Copper Mountain Common Shares upon New Skyline entering into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter OptionTechnical Services Agreement.

The Arrangement. At 3.1 The Arrangement Commencing at the Effective Time on the Effective DateTime, the following will occur and will be deemed to occur in the following sequence without any further authorization, act or formality by CarderoEarthstone, Coalhunter Earthstone Acquisition, Lynden, Lynden Securityholders or any other person: (a) each of the issued and outstanding Coalhunter Shares, other than those Lynden Share held by a Dissenting Shareholders Shareholder will be, and Cardero will be deemed to be acquired be, transferred by Carderothe holder thereof, free and clear from any claims, liens or encumbrances to Earthstone and thereupon each Dissenting Shareholder shall cease to have any rights as a Lynden Shareholder other than the right to be paid the fair value for their Lynden Shares as set out in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Article 4 and such Dissenting Shareholder, if calculated to include a fraction of a Cardero Share, ’s name will be rounded downwards to removed from the nearest whole Cardero Share;central securities register of Lynden in respect of such Lynden Share as at the Effective Time; and (b) each Coalhunter Shareholderissued and outstanding Lynden Share, other than Dissenting Shareholders and Cardero, will be deemed to have transferred all Coalhunter any Lynden Shares held by him, her or it to Cardero a Dissenting Shareholder and Cardero will be deemed to have issued other than the Cardero Lynden Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned already held by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 belowEarthstone, will be, and will be deemed to be, transferred by the holder thereof to Coalhunter Earthstone and acquired by Earthstone, free and clear from any claims, liens or encumbrances in exchange for cancellation 0.02842 shares of Earthstone Common Stock (the “Share Exchange Ratio”) and cancelled contemporaneously with the acquisition by Cardero in respect of Coalhunter Shares pursuant to Section 3.1 and each such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter;Lynden Share: (di) each Coalhunter Shareholder, other than Cardero, will the holder of such Lynden Share shall cease to be a the holder of Coalhunter Shares thereof at the Effective Time concurrently with the exchange referred to in this Section 3.1(b) and the such holder’s name of each such Coalhunter Shareholder will shall be removed from the central securities register of Coalhunter Lynden in respect of such Lynden Share as of the Effective DateTime; (eii) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will Earthstone shall be deemed to be the transferee of all Coalhunter Shares such Lynden Share (other than Coalhunter Shares owned by Cardero)free from any claim, free of all liens, claims lien or encumbrance) at the Effective Time and Encumbrances, and will shall be entered in the central securities register of Coalhunter Lynden as the holder thereof; and (iii) Earthstone will issue and deliver to the Depositary on behalf of the holder of such Coalhunter Shares Lynden Share 0.02842 shares of Earthstone Common Stock, which Earthstone Common Stock will be issued as fully paid and non-assessable shares of Earthstone and certificates representing such Earthstone Common Stock will be delivered to the Effective DateDepositary, to be dealt with in accordance with Article 5 below, as the sole consideration therefor and the central securities register of Earthstone will be revised accordingly. (c) the Lynden Options will be dealt with in accordance with Section 3.3 below; (hd) each outstanding Coalhunter Option held by a person Earthstone Acquisition shall amalgamate with and into Lynden to form one corporation with the same effect as if they had amalgamated under Section 269 of the Business Corporations Act, except that willthe separate legal existence of Lynden will not cease and Lynden will survive the amalgamation (Lynden, following the Effective Dateas such surviving entity, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept“Amalco”), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such thatfollowing: (i) subject to further adjustments prior to exercise, on exercise at the time of each Coalhunter Optionthe amalgamation, the holder will be entitled to acquire, separate legal existence of Earthstone Acquisition shall cease without Earthstone Acquisition being liquidated or wound up and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero SharesEarthstone Acquisition and Lynden shall continue as one company; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated the notice of articles of amalgamation and articles of Amalco shall be substantially in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% form of the current exercise price per Coalhunter Sharenotice of articles and articles of Earthstone Acquisition, taking into account the transactions set forth herein; (iii) each such Coalhunter Option will the Lynden Shares held by Earthstone Acquisition shall be exercisable into Cardero Shares for a period cancelled without reimbursement of two years following the Effective Date capital represented thereby and will the capital of Amalco shall be subject the same as the capital of Earthstone Acquisition immediately prior to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective DateAmalgamation; (Biv) an additional 25% the property, rights and interests of the Cardero Shares subject to such Coalhunter Option Earthstone Acquisition and Lynden will be vested at 12 months following the Effective Date; and (C) the balance property, rights and interests of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective DateAmalco; (iv) Amalco shall be liable for the obligations of Earthstone Acquisition and Lynden; (vi) any existing cause of action, claim or liability to prosecution of Earthstone Acquisition or Lynden shall be unaffected; (vii) any legal proceeding being prosecuted or pending by or against either Earthstone Acquisition or Lynden may be prosecuted, or by its prosecution may be continued, as the case may be, by or against Amalco; (viii) a conviction against, or ruling, order or judgment in accordance with favour of or against either Earthstone Acquisition or Lynden may be enforced by or against Amalco; (ix) Amalco’s name shall be Lynden Energy Corp.; (x) the terms board of directors of Amalco shall consist of the Coalhunter Optionsfollowing persons: Name: Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, each outstanding Coalhunter Option held by a person that will not▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (xi) the officers of Amalco shall consist of the following persons: Name: Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Financial Officer and Secretary (xii) the first auditors of Amalco shall be Deloitte LLP, who shall hold office until the first annual meeting of Amalco following the Effective Dateamalgamation or until their successors are elected or appointed, be eligible to hold an incentive stock option under and for the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms purposes of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price Section 270 of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective TimeBusiness Corporations Act, the TSX has: (i) not accepted notice with respect to provisions of this section shall constitute the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option amalgamation agreement between Earthstone Acquisition and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter OptionLynden.

The Arrangement. At the Effective Time on the Effective Date, the following will occur and will be deemed to occur in the following sequence without any further authorization, act or formality by Cardero, Coalhunter or any other personTime: (a) each of the Bralorne Share that is issued and outstanding Coalhunter Shares, other than those immediately prior to the Effective Time (excluding the Bralorne Shares held by Dissenting Shareholders and Cardero will be deemed who are ultimately determined to be acquired entitled to be paid the fair value of the Bralorne Shares in respect of which they have exercised their Dissent Rights and any Bralorne Shares held, directly or indirectly, by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Share; (b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or Avino immediately prior to the Coalhunter Meeting in accordance with Article 4 below, Effective Time) will bebe transferred, and will be deemed to bebe transferred, transferred without any act or formality on the Bralorne Shareholder’s part, to Coalhunter ▇▇▇▇▇ in exchange for cancellation Zero Point One Four (0.140) fully paid and cancelled contemporaneously with non-assessable ▇▇▇▇▇ Common Share (the acquisition “Share Consideration”); (b) at the same time as the step contemplated by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements Subsection 3.2(a), with respect to those Coalhunter Shares, except as provided in Article 4 and except each Bralorne Share transferred to ▇▇▇▇▇: (i) the Bralorne Shareholder who was the registered holder of such Bralorne Share immediately prior to the Effective Time will cease to be paid fair value for their Coalhunter the holder of such Bralorne Share and the name of such Bralorne Shareholder will be removed from the securities register of Bralorne with respect to such Bralorne Share; and (ii) legal and beneficial title to such Bralorne Share will vest in ▇▇▇▇▇ and ▇▇▇▇▇ be and be deemed to be the transferee and the legal and beneficial owner (free and clear of any Liens) of such Bralorne Share and will be entered in the securities register of Bralorne as the sole holder of such Bralorne Share; (c) without limiting the generality of Subsection 3.2(a) above, (i) the separate legal existence of Bralorne will continue; (ii) all of the Bralorne Shares held by Coalhunter▇▇▇▇▇ will be cancelled without any repayment of capital in respect of those shares; (iii) Bralorne will become the wholly-owned subsidiary of ▇▇▇▇▇; and (iv) the property and liabilities of Bralorne will remain the property and liabilities of Bralorne; (d) each Coalhunter ShareholderBralorne Option granted and outstanding immediately prior to the Effective Time shall be deemed to be cancelled without consideration, other than Carderowithout the need for any further act or formality, and with respect to each such Bralorne Option, the holder thereof will cease to be the holder thereof or to have any rights as a holder in respect of Coalhunter Shares such Bralorne Option or under the applicable Bralorne Stock Option Plan and the name of the holder thereof will be removed from the applicable securities register of Bralorne with respect to such Bralorne Option; (e) the Bralorne Stock Option Plan will be cancelled; (f) each of the outstanding Bralorne Shares held by Dissenting Shareholders who are ultimately determined to be entitled to be paid the fair value of the Bralorne Shares in respect of which they have exercised their Dissent Rights shall be deemed to be irrevocably transferred to ▇▇▇▇▇ (free and clear of any Liens) and such Coalhunter Dissenting Shareholders shall cease to have any rights as Bralorne Shareholders other than the right to be paid the fair value of their Bralorne Shares in accordance with Article 5; and (g) at the same time as the step contemplated by Subsection 3.2(f) above, with respect to each Bralorne Share held by a Dissenting Shareholder: (i) the Dissenting Shareholder who was the registered holder of such Share immediately prior to the Effective Time will cease to be the holder of such Share and the name of such Dissenting Shareholder will be removed from the central securities register of Coalhunter as of the Effective Date;Bralorne with respect to such Bralorne Share; and (eii) the certificate representing each Coalhunter Sharelegal and beneficial title to such Bralorne Share will vest in ▇▇▇▇▇ and ▇▇▇▇▇ will be, other than Coalhunter Shares held by Cardero, will and be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholderbe, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee and the legal and beneficial owner (free and clear of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free any Liens) of all liens, claims and Encumbrances, such Bralorne Share and will be entered in the central securities register of Coalhunter Bralorne as the sole holder of such Coalhunter Shares as Bralorne Share; provided that none of the Effective Date; foregoing in Subsections 3.2(a) to (hg) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, above will entitle the Coalhunter Option holder to receive (and such holder shall occur or be deemed to accept)occur, Cardero Shares (in accordance with the terms and conditions unless all of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Optionoccurs.

The Arrangement. At the Effective Time on On the Effective Date, subject to the provisions of Article 4, the following will shall occur and will shall be deemed to occur in the following sequence without any further authorization, act or formality by Cardero, Coalhunter or any other personformality: (a) each Wildcat will contribute to the share capital of Ventana through conversion to equity of a minimum of $3,100,000 of debt representing advances from Wildcat to Ventana, plus a percentage of the issued net proceeds of any equity financing completed by Wildcat between the date of the Arrangement Agreement and outstanding Coalhunter Shares, other the Effective Date equal to (i) 10% if the net proceeds are less than those held by Dissenting Shareholders and Cardero will be deemed or equal to be acquired by Cardero, free from any claims$10,000,000; (ii) 20% if the net proceeds are greater than $10,000,000 but less than or equal to $13,000,000; or (iii) 30% if the net proceeds exceed $13,000,000, in exchange consideration for the issuance by Cardero Ventana to Wildcat of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Ventana Shares issuable to any Coalhunter Shareholder, if calculated to include so that Wildcat owns a fraction number of a Cardero Share, will be rounded downwards Ventana Shares equal to the nearest whole Cardero Sharenumber of issued and outstanding Wildcat Shares on the Share Distribution Record Date; (b) each Coalhunter ShareholderWildcat’s authorized share structure, other than Dissenting Shareholders its Notice of Articles and Cardero, Articles will be deemed altered by: (i) creating an unlimited number of Class A common shares (the “Wildcat Class A Common Shares”); and (ii) creating and attaching to have transferred all Coalhunter the Wildcat Shares held by him, her or it to Cardero and Cardero the Wildcat Class A Common Shares the special rights and restrictions which will be deemed to have issued contained in Part 28 of the Cardero Shares referred to in section 3.1(a) in exchange thereforArticles; (c) each of the Coalhunter issued Wildcat Shares owned (except Wildcat Shares held by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, Wildcat Shareholders) will be, be and will be deemed to bebe exchanged for one Wildcat Class A Common Share and one Ventana Share, transferred to Coalhunter for cancellation and the Wildcat Shares will be cancelled contemporaneously with and will form part of the acquisition by Cardero authorized but unissued share capital of Coalhunter Wildcat and no Wildcat Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunterremain outstanding; (d) each Coalhunter ShareholderWildcat’s authorized share structure, other than Cardero, its Notice of Articles and Articles will cease be altered by: (i) reducing the authorized capital by eliminating the authorized and unissued Wildcat Shares; (ii) deleting the special rights and restrictions attached to the Wildcat Shares and Wildcat Class A Common Shares and by deleting Part 28 of the Articles of Wildcat in its entirety; and (iii) altering the identifying name of all of the Wildcat Class A Common Shares to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as of the Effective Date;common shares; and (e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero Wildcat Class A Special Warrant will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrancesexchanged for a Ventana Share, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as of will receive one Ventana Share for each Wildcat Class A Special Warrant held. In addition to the Effective Date; (h) each outstanding Coalhunter Option held by a person that willforegoing, following on the Effective Date, continue subject to be eligible to hold an incentive stock option under the Cardero Share Option Planapproval of the Arrangement by the Wildcat Warrantholders having been obtained at the Warrantholders’ Meeting, will entitle the Coalhunter Option holder to receive (following shall occur and such holder shall be deemed to accept)occur without any further authorization, Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such thatact or formality: (if) subject each Wildcat Warrant, to further adjustments prior the extent it has not been exercised as of the Share Distribution Record Date, will be and will be deemed to exercisebe amended, such that on exercise of each Coalhunter Optionsuch Wildcat Warrant, the holder thereof will be entitled to acquire, receive one Wildcat Class A Common Share and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common one Ventana Share, then for the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the original exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter OptionWildcat Warrant.

The Arrangement. At the Effective Time on On the Effective Date, the following will shall occur and will be deemed to occur in the following sequence chronological order without any further authorization, act or formality by Carderonotwithstanding anything contained in the provisions attaching to any of the securities of Eagle Plains or Taiga, Coalhunter or any other personbut subject to the provisions of Article 5: (a) each The authorized share capital of the issued and outstanding Coalhunter Shares, other than those held by Dissenting Shareholders and Cardero will be deemed to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Share; (b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder Eagle Plains shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such thataltered by: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, renaming and will accept in lieu re-designating all of the number of Coalhunter issued and unissued Eagle Plains Shares to which such holder was entitled immediately before as Class A common shares (the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero "Eagle Plains Class A Shares"); (ii) each such Coalhunter Option will have creating an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up unlimited number of common shares with terms identical to the nearest one-hundredth of a dollar) equal to 125% of Eagle Plains Shares (the current exercise price per Coalhunter Share;"Eagle Plains New Shares"); and (iii) each such Coalhunter Option will creating an unlimited number of preferred shares, as more particularly described in Appendix I hereto (the "Eagle Plains Butterfly Shares"). (b) Eagle Plains’ Articles shall be exercisable into Cardero Shares for a period of two years following amended to reflect the alterations in §3.1(a). (c) Each issued and outstanding Eagle Plains Class A Share outstanding on the Effective Date shall be exchanged for one Eagle Plains New Share and will be one- half of an Eagle Plains Butterfly Share and subject to the following vesting provisionsprovisions of Article 5, such Eagle Plains Shareholders shall cease to be the holders of the Eagle Plains Class A Shares so exchanged. The name of each Eagle Plains Shareholder who is so deemed to exchange his, her or its Eagle Plains Class A Shares, shall be removed from the register of shareholders of Eagle Plains Class A Shares with respect to the Eagle Plains Class A Shares so exchanged and shall be added to the registers of shareholders of Eagle Plains New Shares and Eagle Plains Butterfly Shares as the holder of the number of Eagle Plains New Shares and Eagle Plains Butterfly Shares, deemed to have been received on the exchange, whereupon all of the issued Eagle Plains Class A Shares shall be cancelled with the appropriate entries being made in the register of shareholders of Eagle Plains Class A Shares. The paid-up capital (as that term is used for purposes of the Tax Act) of the Eagle Plains Class A Shares immediately prior to the Effective Date shall be allocated between the Eagle Plains New Shares and the Eagle Plains Butterfly Shares so that the paid-up capital of the Eagle Plains New Shares and the Eagle Plains Butterfly Shares is based on the proportion that the fair market value (as that term is used for purposes of the Tax Act) of the Eagle Plains New Shares or the Eagle Plains Butterfly Shares, as the case may be, is of the fair market value of all new shares issued on exchange. (d) Each holder of Eagle Plains Butterfly Shares ("Eagle Butterfly Holder") issued pursuant to §3.1(c) will transfer to Taiga their Eagle Plains Butterfly Shares having an aggregate fair market value equal to the amount by which the fair market value of the Spin-off Properties exceeds the Related Liabilities, if any, assumed by Taiga. As sole consideration, Taiga will issue to each particular Eagle Butterfly Holder an equal number of Taiga Shares having an aggregate fair market value at that time equal to the aggregate fair market value of the Eagle Plains Butterfly Shares that each particular holder of Eagle Plains Butterfly Shares so transferred to Taiga. (e) Eagle Plains shall transfer the Spin-off Properties to Taiga in exchange for: (Ai) 25% that number of Taiga Reorganization Shares that equal the amount by which the fair market value of the Cardero Shares subject to such Coalhunter Option will be vested at six months following Spin-off Properties exceeds the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective DateRelated Liabilities, if any, assumed by Taiga; and (Cii) Taiga agreeing to the balance Taiga Options/Warrants Commitment. (f) Immediately after the transfer of the Cardero Spin-off Properties by Eagle Plains to Taiga pursuant to §3.1(e), Taiga will purchase for cancellation all of the Taiga Reorganization Shares subject held by Eagle Plains and will issue to such Coalhunter Option Eagle Plains, as payment therefore, a demand non-interest bearing promissory note having a principal amount and fair market value equal to the aggregate redemption amount and fair market value of the Taiga Reorganization Shares so redeemed (the "Taiga Note"). Eagle Plains will accept the Taiga Note as full satisfaction for the redemption price of its Taiga Reorganization Shares so redeemed. (g) Immediately after the transfer of the Spin-off Properties by Eagle Plains to Taiga pursuant to §3.1(e), Eagle Plains will purchase for cancellation all of the Eagle Plains Butterfly Shares held by Taiga for an amount equal to their fair market value at that time and will issue to Taiga, as payment thereof, a demand non-interest bearing promissory note having a principal amount and fair market value equal to that amount (the "Eagle Plains Note"). Taiga will accept the Eagle Plains Note as full satisfaction for the purchase price of its Eagle Plans Butterfly Shares so purchased. (h) The principal amount and fair market value of the Eagle Plains Note, and the principal amount and fair market value of the Taiga Note, will be vested at 18 months following the Effective Date;equal to each other. (i) Eagle Plains will satisfy the principal amount of the Eagle Plains Note by transferring to Taiga the Taiga Note that will be accepted by Taiga as full repayment, by way of set-off, of the Eagle Plains Note. Concurrently, Taiga will satisfy the principal amount of the Taiga Note by transferring to Eagle Plains the Eagle Plains Note that will be accepted by Eagle Plains as full repayment, by way of set-off, of the Taiga Note. The Eagle Plains Note and the Taiga Note will both be marked paid in full and cancelled. (j) Immediately after the transfer of the Spin-off Properties by Eagle Plains to Taiga pursuant to §3.1(e), Eagle Plains will acquire, by subscribing for and purchasing for cash consideration, that number of Taiga Shares which shall equal nineteen and ninety-nine one-hundredths percent (19.99%) of the aggregate number of Taiga Shares issued pursuant to this §3.1(j) and §3.1(d). (k) The Eagle Plains Class A Shares and the Eagle Plains Butterfly Shares, none of which will be allotted and issued once the steps referred to in §3.1(a), §(c), §(d) and §(g) are completed, shall be cancelled and the authorized capital of Eagle Plains shall be diminished by deleting the Eagle Plains Class A Shares and the Eagle Plains Butterfly Shares as classes or series of shares of Eagle Plains. (l) The Articles of Eagle Plains shall be amended to reflect the alterations in §3.1(k). (m) The Taiga Reorganization Shares, none of which will be allotted and issued once the steps referred to in §3.1(e) and §(f) are completed, shall be cancelled and the authorized capital of Taiga shall be diminished by deleting the Taiga Reorganization Shares as a series of preferred shares of Taiga. (n) The Articles of Taiga shall be amended to reflect the alterations in §3.1(m). (o) After the Effective Date, all Eagle Plains Options and Eagle Plains Warrants shall be exercisable pursuant to and in accordance with the terms of Eagle Plains Options/Warrants Commitment and the Coalhunter Taiga Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option/Warrants Commitment.

The Arrangement. At the Effective Time on the Effective DateTime, the following will occur and will be deemed to occur in the following sequence order without any further authorization, act or formality by Cardero, Coalhunter or any other personformality: (a) each of the issued and outstanding Coalhunter Shares, other than those Common Shares held by Dissenting Shareholders and Cardero will shall be deemed to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards have been transferred to the nearest whole Cardero ShareCompany and the Dissenting Shareholders shall cease to have any rights as shareholders of the Company other than the right to be paid the fair value of their Common Shares in accordance with Article 4; (b) each Coalhunter Shareholderthe notice of articles and articles of the Company shall be amended to: (i) change the designation of the existing “common shares” to “Class A Shares” and to change the rights, other than Dissenting Shareholders privileges, restrictions and Carderoconditions attached thereto, will whether issued or unissued, so that the rights, privileges, restrictions and conditions attached thereto shall be deemed to have transferred all Coalhunter Shares held by himas set out in Appendix 1 attached hereto; (ii) create a new class of shares designated as “common shares” (being the New Common Shares), her or it to Cardero in an unlimited number, having the rights, privileges, restrictions and Cardero will be deemed to have issued conditions set out in Appendix 1 attached hereto; and (iii) create a new class of shares designated as “Class B Shares”, in an unlimited number, having the Cardero Shares referred to rights, privilege, restrictions and conditions set out in section 3.1(a) in exchange thereforAppendix 1 attached hereto; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to Company’s central securities register for the Coalhunter Meeting in accordance with Article 4 below, will be, “common shares” shall be redesignated as the central securities register for the renamed and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter redesignated “Class A Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter”; (d) each Coalhunter Shareholder, Class A Share issued and outstanding on the Effective Date (other than Carderoshares held by Dissenting Shareholders) will be deemed to be exchanged (without any action on the part of the holder of the Class A Shares) for one New Common Share and one Class B Share. No other consideration will be received by any holder of the Class A Shares. The Company will not file a joint election under subsection 85(1) of the Tax Act with any holder of Class A Shares in respect of this share exchange. The aggregate stated capital of the New Common Shares and Class B Shares will not exceed the paid-up capital of the Class A Shares immediately before the exchange and will be determined based on the proportion that the fair market value of the New Common Shares or the Class B Shares, will as the case may be, is of the fair market value of all New Common Shares and Class B Shares issued on the exchange. Each Shareholder shall be deemed to cease to be a the holder of Coalhunter the Class A Shares so exchanged, shall cease to have any rights with respect to such Class A Shares and shall be deemed to be the holder of the number of New Common Shares and Class B Shares issued to such Shareholder. The name of each such Coalhunter Shareholder will shall be removed from the central securities register of Coalhunter as for Class A Shares in respect of the Effective Date; (e) Class A Shares so exchanged and shall be added to the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as central securities register of the Effective Date; (f) New Common Shares and the Class B Shares, respectively, so issued to such Shareholder; each Coalhunter Shareholder, other than Cardero, will holder of the Class A Shares thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement exchange such shares as described above; (e) the Class A Shares, which were exchanged for the New Common Shares and carry out the ArrangementClass B Shares, shall be cancelled and the appropriate entry shall be made in the Company’s central securities registry; (f) each Optionholder shall be granted a Newco option for every Option held thereby in anticipation of the Newco Option Commitment contemplated in paragraph (i) below. Each holder of a Newco Option will be entitled to receive, upon exercise of the Newco Option, that number of Newco Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the related Option immediately prior to the Effective Time, at the Adjusted Exercise Price. Furthermore, each outstanding Option shall be adjusted such that the holder will be entitled to receive, upon exercise of the Option, that number of New Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the Option immediately prior to the Effective Time, at the Adjusted Exercise Price; (g) Cardero each Warrantholder shall be granted a Newco Warrant for every Warrant held thereby. Each holder of a Newco Warrant will be entitled to receive, upon exercise of the Newco Warrant, that number of Newco Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the related Warrant immediately prior to the Effective Time, at the Adjusted Exercise Price. Furthermore, each Warrantholder shall be granted a New Warrant in exchange for each Warrant held thereby, each New Warrant entitling the holder to receive, upon exercise of the New Warrant, that number of New Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the related Warrant immediately prior to the Effective Time, at the Adjusted Exercise Price. Save and except as otherwise agreed to by the Company and the Warrantholders, the term to expiry, conditions to and manner of exercising, the status under applicable laws, and all other terms and conditions of the New Warrants and the Newco Warrants will otherwise be unchanged from those contained in or otherwise applicable to the related Warrant; (h) each holder of Class B Shares will be deemed to transfer, with good and marketable title free and clear of all encumbrances, all such shares to Newco and shall cease to have any rights with respect to such Class B Shares. As consideration for the Class B Shares transferred to it, Newco will issue to each such holder, one Newco Common Share for each Class B Share exchanged by it. Each holder of the Class B Shares thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such shares as described above. Newco will not file a joint election under subsection 85(1) of the Tax Act with any holder of Class B Shares in respect of this share transfer. The stated capital account maintained in respect of the Newco Common Shares shall be increased by an amount equal to the paid-up capital of the transferred Class B Shares. In connection with such sale and transfer, each holder of Class B Shares so sold and transferred shall be deemed to cease to be the holder of the Class B Shares so sold and transferred and shall become the holder of the number of Newco Common Shares issued to such holder. The name of such holder shall be removed from the central securities register of the Class B Shares in respect of the Class B Shares so sold and transferred and shall be added to the central securities register of Newco as the holder of the number of the Newco Common Shares so issued to such holder, and Newco shall be and shall be deemed to be the transferee of all Coalhunter the Class B Shares (other than Coalhunter Shares owned by Cardero), free so transferred and the name of all liens, claims and Encumbrances, and will Newco shall be entered in the central securities register of Coalhunter as the holder of such Coalhunter Class B Shares as of the Effective Dateso sold and transferred to Newco; (hi) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, Company will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (have sold and transferred the Transferred Assets to Newco in accordance with consideration for the terms Newco Option Commitment and conditions the issuance by Newco of the Cardero Newco Preferred Share having a fair market value equal to the fair market value of the Transferred Assets net of the fair market value of the Newco Option Plan)Commitment at the moment of transfer. The Company shall be added to the central securities register of Newco in respect of the Newco Preferred Share so issued. The Company shall take all such actions and deliver all such documents as may be required to convey title to the Transferred Assets to Newco. The Company will jointly elect with Newco, in prescribed form and within the time referred to in subsection 85(6) of the Tax Act to have the provisions of subsection 85(1) of the Tax Act apply to the transfer of the Transferred Assets by the Company to Newco. The agreed amount in respect of such thattransfer will be an amount that will not exceed the fair market value of the Transferred Assets so transferred by the Company and not less than the Company’s cost of the Transferred Assets under the Tax Act. The addition to the stated capital in respect of the Newco Preferred Share issued by Newco as consideration of the transfer of the Transferred Assets will be the aggregate of the agreed amount under subsection 85(1) in respect of such transfer, less the fair market value of the Newco Option Commitment; (j) the Company will purchase for cancellation the Class B Shares held by Newco in consideration for the issuance by the Company to Newco of the Company Note having a principal amount and fair market value equal to the aggregate fair market value of the Class B Shares purchased for cancellation. The repurchased Class B Shares shall be cancelled and the appropriate entry made on the central securities register for the Class B Shares; (k) Newco will redeem the Newco Preferred Share held by the Company in consideration for the issuance by Newco to the Company of the Newco Note having a principal amount and fair market value equal to the aggregate fair market value of the Newco Preferred Share so redeemed. The redeemed Newco Preferred Share shall be cancelled and the appropriate entry made on the central securities register for the Newco Preferred Share; (1) the Company will pay the principal amount of the Company Note by transferring to Newco the Newco Note which will be accepted by Newco as full payment, satisfaction and discharge of Company’s obligation under the Company Note and simultaneously, Newco will pay the principal amount of the Newco Note by transferring to the Company the Company Note which will be accepted by the Company as full payment, satisfaction and discharge of Newco’s obligation under the Newco Note. The Company Note and the Newco Note will both thereupon be cancelled; (m) Newco shall, pursuant to the post-amble in the definition of “public corporation” in subsection 89(1) of the Tax Act, elect in its return of income for its first taxation year to have been a public corporation from the beginning of such year; (n) the Company’s notice of articles and articles shall be amended to: (i) subject to further adjustments prior to exercisecancel the class of shares designated as “Class A Shares”, on exercise none of each Coalhunter Option, the holder which will be entitled to acquire, issued and will accept outstanding at such time in lieu accordance with the Plan of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero SharesArrangement; (ii) each cancel the class of shares designated as “Class B Shares”, none of which will be issued and outstanding at such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated time in accordance with the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth Plan of a dollar) equal to 125% of the current exercise price per Coalhunter Share;Arrangement; and (iii) each such Coalhunter Option delete the rights, privileges, restrictions and conditions attached to the New Common Shares as set in Appendix 1 attached to the Plan of Arrangement, whether issued or unissued. (o) those persons listed in Appendix 2 to the Plan of Arrangement will be exercisable into Cardero Shares for a period added as directors of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective DateNewco; and (Cp) the balance By-laws of the Cardero Shares subject to such Coalhunter Option Newco will be vested at 18 months following the Effective Date; (i) By-laws set out in accordance with the terms Appendix 3 to this Plan of the Coalhunter OptionsArrangement, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of and such Coalhunter Option and then immediately be By-laws are hereby deemed to be acquired have been confirmed by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price shareholders of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter OptionNewco.

The Arrangement. At The Arrangement shall provide that, and the parties --------------- covenant to take such steps as are necessary to ensure that, commencing at the Arrangement Effective Time on the Effective DateTime, the following will shall occur and will shall be deemed to occur in the following sequence without any further authorization, act or formality by Cardero, Coalhunter or any other personorder: (a) each The authorized share capital of CN shall be reorganized by the creation of the issued and outstanding Coalhunter following four classes of shares in the capital of CN; (i) a class of shares, designated as CN Voting Shares, other than those held by Dissenting Shareholders and Cardero will be deemed to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate authorized number of Cardero Shares issuable to any Coalhunter Shareholderwhich shall be unlimited; (ii) a class of shares, if calculated to include designated as CN Exchangeable Shares, the authorized number of which shall be unlimited; (iii) a fraction class of shares, designated as CN Special Limited Voting Shares, the authorized number of which shall be unlimited; and (iv) a Cardero Shareclass of shares, will designated as CN Non-voting Equity Shares, the authorized number of which shall be rounded downwards to the nearest whole Cardero Share;unlimited. (b) Each outstanding CN Common Share shall be changed into a number of CN Voting Shares equal to the Exchange Ratio and a number of CN Exchangeable Shares equal to the Exchange Ratio. (c) Simultaneously with the change in share capital under Section 2.7(b), -------------- each Coalhunter ShareholderCN Exchangeable Share to which the holder of a CN Common Share is entitled and with respect to which such holder has elected, other than Dissenting Shareholders in a duly completed and Carderotimely submitted letter of transmittal and election form, will to transfer to NAR Subco for a Newco Common Share (the CN Exchangeable Share with respect to which such election was made, a "Newco Elected Exchangeable Share") shall be -------------------------------- transferred by the holder thereof, without any further act or formality on such holder's part, to NAR Subco in exchange for one Newco Common Share issued by Newco. Notwithstanding the foregoing, each holder of CN Common Shares who is not a resident of Canada for purposes of the Income Tax Act (Canada) at the Election Deadline (as defined in the Plan of Arrangement) shall be deemed to have transferred elected to exchange all Coalhunter of the CN Exchangeable Shares held by him, her or it issuable to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior such holder pursuant to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter Arrangement for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Newco Common Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter CN Exchangeable Shares to which such holder was is entitled immediately before the Effective Dateshall be deemed for all purposes to be Newco Elected Exchangeable Shares, the number of Cardero Shares equal except where and to the product extent that such holder specifically elects in a duly completed and timely submitted letter of transmittal and election form not to have such exchange occur. (Ad) Simultaneously with the number of Coalhunter Shares subject change in share capital under Section 2.7(b) -------------- and the transfer to the Coalhunter Option immediately before the Effective Date multiplied by (BNewco and exchange under Section 2.7(c) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will Newco Elected -------------- Exchangeable Shares, each Newco Elected Exchangeable Share shall be rounded down to the nearest whole number of Cardero Shares;converted into one CN Special Limited Voting Share and one CN Non-voting Equity Share. (iie) each such Coalhunter Option will have an exercise price per Cardero Common ShareSimultaneously with the change in share capital under Section 2.7(b), payable -------------- the transfer to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollarNAR Subco and exchange under Section 2.7(c) equal to 125% of the current exercise price per Coalhunter Share; (iiiNewco Elected -------------- Exchangeable Shares and the conversion under Section 2.7(d) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter OptionsNewco Elected -------------- Exchangeable Shares, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option NAR Subco shall and then immediately shall be deemed to be acquired by Cardero at the Effective Date have subscribed for cash in an amount equal and agreed to the product of: purchase and CN shall issue and sell to NAR Subco one (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”1), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option.

The Arrangement. At The transactions contemplated by this Agreement shall be effected by way of Arrangement pursuant to section 130 of the Effective Time NSCA on the Effective Date, terms and subject to the following will occur conditions contained in this Agreement and will be deemed the Plan of Arrangement. Pursuant to occur in the following sequence without any further authorization, act or formality by Cardero, Coalhunter or any other personArrangement: (a) each of the issued and outstanding Coalhunter Shares, other than those held by Dissenting Shareholders and Cardero Etruscan will be deemed to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Shareamalgamated with Subco; (b) each Coalhunter Shareholder, other than Dissenting Shareholders Upon the amalgamation of Etruscan and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such thatSubco: (i) subject to further adjustments prior to exercise, on exercise all Etruscan Common Shares (other than Etruscan Common Shares held by Endeavour and its affiliates and by dissenting Etruscan Shareholders) shall be cancelled without any repayment of capital in respect thereof and the former holders of such Etruscan Common Shares will receive 0.0932 of an Endeavour Common Share and $0.26 in cash for each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Etruscan Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option outstanding Etruscan Warrant will have an exercise price per Cardero Common Sharebe terminated and the former holder will receive a Replacement Warrant entitling the holder to receive, payable to Cardero, denominated in for the same currency as applicable aggregate exercise price, 0.0932 of an Endeavour Common Share and $0.26 in cash for each such Etruscan Common Share previously issuable under such terminated Etruscan Warrant. The term to expiry, conditions to and manner of exercising, vesting schedule and all other terms and conditions of such Coalhunter Option (rounded up Replacement Warrant will otherwise be unchanged, and any document or agreement previously evidencing an Etruscan Warrant shall thereafter evidence and be deemed to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share;evidence such Replacement Warrant; and (iii) each such Coalhunter outstanding Etruscan Option will be exercisable into Cardero Shares terminated and the former holder will receive a Replacement Option entitling the holder to receive 0.0932 of an Endeavour Common Share for a period each Etruscan Common Share previously issuable under such terminated Etruscan Option, at an exercise price per 0.0932 of two years following the Effective Date and will be subject an Endeavour Common Share equal to the following exercise price per Etruscan Common Share of such Etruscan Option less $0.26. The term to expiry, conditions to and manner of exercising, vesting provisions: (A) 25% schedule and all other terms and conditions of the Cardero Shares subject to such Coalhunter Replacement Option will otherwise be vested at six months following the Effective Date; (B) unchanged, and any document or agreement previously evidencing an additional 25% of the Cardero Shares subject to such Coalhunter Etruscan Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option shall thereafter evidence and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to evidence such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Replacement Option.

The Arrangement. At the Effective Time on On the Effective Date, the following will shall occur and will be deemed to occur in the following sequence order without any further authorization, act or formality by Cardero, Coalhunter and with each transaction or any other personevent being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it: (a) each the aggregate stated capital and paid-up capital of the issued and outstanding Coalhunter Shares, other than those held by Dissenting Shareholders and Cardero Globex Common Shares will be deemed to be acquired divided by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Globex Common Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards outstanding immediately prior to the nearest whole Cardero ShareEffective Time; (b) each Coalhunter Shareholder, other than Dissenting Globex will purchase for cancellation the Globex Common Shares of all Repurchase Demanding Shareholders and Cardero, who have exercised their repurchase right in strict compliance with the Procedures to Demand Repurchase of Shares. All such Globex Common Shares will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero cancelled at such time and Cardero the name of the Repurchase Demanding Shareholder will be deemed deleted from the register of Globex Shareholders. The stated capital and paid-up capital of the Globex Common Shares will be reduced by an amount equal to have issued the Cardero number of Globex Common Shares referred purchased pursuant to the exercise of the repurchase right multiplied by the stated capital and paid-up capital, as the case may be, as calculated in section paragraph 3.1(a) in exchange thereforabove; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and articles of Globex will be deemed amended as set out in Exhibit II annexed to be, transferred this Plan of Arrangement to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero authorize Globex to issue: (i) an unlimited number of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Globex New Common Shares; (ii) an unlimited number of Globex Butterfly Shares; and (iii) an unlimited number of Globex Preference Shares, except as provided issuable in Article 4 series, having the rights, privileges, restrictions and except to be paid fair value for their Coalhunter Shares by Coalhunterconditions set out in such Exhibit; (d) the articles of CIM will be amended to create the CIM Redemption Shares, which will have the following attributes: (i) each Coalhunter ShareholderCIM Redemption Share will be redeemable, subject to applicable law, at any time at the option of CIM at a redemption amount equal to the CIM Redemption Share Redemption Amount; (ii) each CIM Redemption Share will be retractable, subject to applicable law, at any time at the option of the holder at a retraction amount equal to the CIM Redemption Share Redemption Amount; (iii) the holders of the CIM Redemption Shares will be not entitled to any dividends; (iv) for purposes of subsection 191(4) of the ITA, the amount specified in respect of each CIM Redemption Share which is to be redeemed, acquired or cancelled, will be the amount specified by a director or officer of CIM in a certificate that is made (i) effective concurrently with the issuance of such CIM Redemption Share; and (ii) pursuant to a resolution of the Board of Directors of CIM duly passed and evidenced in writing authorizing the issuance of such CIM Redemption Share, such amount to be expressed as a dollar amount (and not expressed as a formula), such amount to be not subject to change thereafter, and such amount to be equal to the fair market value of the consideration for which such CIM Redemption Share is issued; (v) the holder of each CIM Redemption Share will be entitled, upon the liquidation, dissolution or winding-up of CIM, to a payment in priority to all other classes of shares of CIM of an amount equal to the CIM Redemption Share Redemption Amount to the extent of the amount of value of property available under applicable law for payment to Shareholders upon such liquidation, dissolution or winding-up, and no other amount; and (vi) CIM Redemption Shares will not entitle their holders to vote at meetings of Shareholders of CIM, other than Cardero, as provided for pursuant to the QBCA; (e) each Globex Common Share outstanding on the Effective Date will be exchanged for one Globex New Common Share and one Globex Butterfly Share. Each Shareholder will cease to be a the holder of Coalhunter the Globex Common Shares so exchanged and will become the holder of the same number of Globex New Common Shares and of Globex Butterfly Shares as the number of Globex Common Shares then owned by such Shareholder. The name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as holders of Globex Common Shares and will be added to the registers of holders of both Globex New Common Shares and Globex Butterfly Shares with respect to the Globex New Common Shares and the Globex Butterfly Shares issued to such Shareholder. The aggregate addition to the stated capital of both the Globex New Common Shares and the Globex Butterfly Shares issued by Globex on the exchange described in this paragraph 3.1(e) will equal the aggregate paid-up capital of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Globex Common Shares held by Cardero, subject to this exchange and as calculated in paragraph 3.1(a). This paid-up capital will be deemed allocated to have been cancelled as the Globex New Common Shares and to the Globex Butterfly Shares based on the ratio that the fair market value of the Effective DateGlobex New Common Shares and the Globex Butterfly Shares, as the case may be, is of the aggregate fair market value of all of the Globex New Common Shares and the Globex Butterfly Shares. All Globex Common Shares exchanged for Globex New Common Shares and Globex Butterfly Shares will be cancelled; (f) each Coalhunter holder of Globex Butterfly Shares will transfer all of the Globex Butterfly Shares held by such holder to CIM in consideration for the issuance by CIM of one CIM Common Share for each Globex Butterfly Share. Each holder of Globex Butterfly Shares will cease to be the holder of the Globex Butterfly Shares so transferred and will become the holder of the identical number of CIM Common Shares as the number of Globex Butterfly Shares transferred by such Shareholder to CIM. The name of such holder will be removed from the register of holders of Globex Butterfly Shares with respect to the Globex Butterfly Shares so transferred and will be added to the register of holders of CIM Common Shares as the holder of the number of CIM Common Shares so issued to such holder. CIM will be the owner of the Globex Butterfly Shares so transferred and the name of CIM will be entered in the register of holders of Globex Butterfly Shares in respect of the Globex Butterfly Shares so transferred to CIM, and CIM shall add to the stated capital account maintained for the CIM Common Shares an amount equal to the aggregate paid-up capital of the Globex Butterfly Shares acquired by CIM. If requested by a Shareholder, other than CarderoCIM and the Shareholder will jointly elect, will be deemed in prescribed form and within the time limit referred to in subsection 85(6) of the ITA, to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required the provisions of subsection 85(1) of the ITA apply to implement and carry out the Arrangementtransfer of Globex Butterfly Shares by the Shareholder to CIM; (g) Cardero will be and will be deemed immediately following the transfer of the Globex Butterfly Shares to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by CarderoCIM described in paragraph 3.1(f), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the each holder of Globex Stock Options will dispose of its Globex Stock Options to each of Globex and CIM in consideration for the issuance to the particular holder of a new Globex Stock Option granted by Globex to acquire a Globex New Common Share and a CIM Stock Option granted by CIM to acquire a CIM Common Share in such Coalhunter Shares as of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such manner that: (i) subject to further adjustments prior to exercise, on exercise holders of each Coalhunter Globex Stock Options will receive no consideration for the exchange of their Globex Stock Options other than a new Globex Stock Option and CIM Stock Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) the original exercise price of each Globex Stock Option to each holder of Globex Stock Options will be allocated to the new Globex Stock Option and the CIM Stock Option such Coalhunter that an amount equal to the Exercise Price Proportion of the exercise price of each Globex Stock Option will have be payable to CIM on exercise of the CIM Stock Option and an amount equal to the remainder of the original Globex Stock Option exercise price will be payable to Globex on exercise of the new Globex Stock Option. In the event that CIM is listed on the TSXV, where the allocation described in this paragraph with respect to the exercise price of a CIM Stock Option results in an exercise price per Cardero Common Sharethat is less than $0.10, payable the exercise price for the CIM Stock Option shall increase to Cardero, denominated $0.10 (without resulting in an equivalent reduction in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth exercise price of a dollar) equal to 125% of the current exercise price per Coalhunter Sharenew Globex Stock Option); (iii) each such Coalhunter the expiry date of a new Globex Stock Option and a CIM Stock Option will, aside from certain differences in termination provisions, be the same as that of the corresponding Globex Stock Option; (iv) the other material commercial terms and conditions of the new Globex Stock Options and the CIM Stock Options will be exercisable into Cardero Shares for a period generally parallel those of two years following the Effective Date and will be Globex Stock Options, subject to the following vesting provisions: (A) 25% condition that there may be certain differences in recognition of the Cardero Shares subject to such Coalhunter Option will fact that Globex is listed on the TSX and CIM may be vested at six months following listed on the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective DateTSXV; and (Cv) the balance Globex Stock Options will be cancelled upon the foregoing transfers. The issuance by CIM of the Cardero Shares subject to such Coalhunter Option CIM Stock Options will be vested at 18 months in anticipation of the distribution described in paragraph 3.1(i) below and will form part of the non-share consideration paid by CIM; (h) immediately prior to the distribution described in paragraph 3.1(i) below, the property owned by Globex will be classified into the following three types of property for the Effective Datepurpose of the distribution, as follows: (i) cash or near cash; (ii) investment property; and (iii) business property. All tax accounts of Globex, including non-capital losses, and CCEE (within the meaning assigned by subsection 66.1(6) of the ITA) will not be considered property of Globex and the fair market value of such accounts will be nil. In determining the net fair market value of its cash or near cash, investment property and business property immediately before the distribution described in paragraph 3.1(i) below, the liabilities of Globex will be allocated to, and be deducted from, the calculation of the fair market value of each type of property as follows: A. No amount will be considered to be a liability unless it represents a true legal liability which is capable of quantification; B. Current liabilities of Globex will be deducted from cash or near cash; and C. Deferred income tax will not be considered a liability. Globex will calculate the net fair market value of each type of property in the manner described in this paragraph 3.1(h); (i) in accordance with the terms Globex will transfer to CIM each of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable Transferred Assets for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to its fair market value. Immediately following the product of: transfers, the percentage of the net fair market value of each of the type of property of Globex so transferred to CIM will, for greater certainty, approximate the Butterfly Proportion; For the purposes of this paragraph, the expression “approximate the Butterfly Proportion” means that a discrepancy in the Butterfly Proportion, if any, will not exceed one percent (A1%), as determined as a percentage of the net fair market value of each type of property that CIM will receive as compared to what CIM would have received had it received its appropriate pro rata share of the net fair market value of that type of Globex’s property; (j) as consideration for the property transferred by Globex, CIM will: (i) have issued the CIM Stock Options as described in paragraph 3.1(g) above, and (ii) issue five million (5,000,000) CIM Redemption Shares having an aggregate fair market value equal to the amount by which the fair market value of the Transferred Assets exceeds the fair market value of the CIM Stock Options issued pursuant to paragraph 3.1(g) above; (k) CIM and Globex will jointly elect, in prescribed form and within the time limit referred to in subsection 85(6) of the ITA, to have the provisions of subsection 85(1) of the ITA apply to the transfer of each Transferred Asset that is an eligible property within the meaning assigned by subsection 85(1.1) of the ITA. The agreed amount for purposes of subsection 85(1) of the ITA in respect of such Transferred Asset will not exceed its fair market value; (l) CIM will add to the stated capital maintained for the CIM Redemption Shares (i) the difference between aggregate of the exercise agreed amount in respect of each eligible property in respect of which an election under subsection 85(1) of the ITA will be made, and (ii) the fair market value of each of the other Transferred Assets; (m) immediately after the distribution described in paragraph 3.1(i) above, the fair market value of each type of property forming part of the Transferred Assets, determined using a net fair market value consolidated look-through approach, will be equal to or approximate that proportion of the net fair market value of each type of property of Globex using a consolidated net fair market value consolidated look-through approach, determined immediately before that transfer, that: a. The aggregate fair market value of the Globex Butterfly Shares owned by CIM, immediately before that transfer, is of b. The aggregate fair market value of all Globex Butterfly Shares and all Globex Common Shares issued and outstanding immediately before that transfer; (n) CIM will redeem all of the CIM Redemption Shares issued to Globex in paragraph 3.1(h) above and will issue to Globex, as payment, the CIM Redemption Note which will be a non-interest bearing promissory note, payable on demand having a principal amount and fair market value equal to the issue price of the Coalhunter Option CIM Redemption Shares as described in paragraph 3.1(h). Globex will accept the CIM Redemption Note as full payment for the redemption of the CIM Redemption Shares with the risk that the CIM Redemption Note may not be honoured; (o) Globex will redeem all of the Globex Butterfly Shares acquired by CIM as described in paragraph 3.1(f) above and $1.52 multiplied will issue to CIM, as payment, the Globex Redemption Note which will be a non-interest bearing promissory note, payable on demand having a principal amount and fair market value equal to the fair market value of the Globex Butterfly Shares as determined in paragraph 3.1(f). CIM will accept the Globex Redemption Note as full payment for redemption of the Globex Butterfly Shares with the risk that the Globex Redemption Note may not be honoured; (p) Globex will satisfy its obligations under the Globex Redemption Note by (B) transferring the number CIM Redemption Note to CIM, and CIM will accept the CIM Redemption Note in full satisfaction of Coalhunter Shares subject Globex’s obligations under the Globex Redemption Note. CIM will satisfy its obligations under the CIM Redemption Note by transferring the Globex Redemption Note to such Coalhunter OptionGlobex, and Globex will accept the Globex Redemption Note in full satisfaction of CIM’s obligations under the CIM Redemption Note; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (Aq) the difference between articles of Globex will be amended as set out in Exhibit III annexed to this Plan of Arrangement to remove the exercise price Globex Butterfly Shares and Globex Common Shares as shares which Globex is authorized to issue, and to change the designation of the Coalhunter Option Class A common shares, both issued and $1.52 multiplied by (B) the number of Coalhunter Shares subject unissued, to such Coalhunter Optioncommon shares.

The Arrangement. At the Effective Time on Time, pursuant to the Effective Dateterms hereof and the Plan of Arrangement, Corporation and Offeror will effect a combination of their respective businesses by way of Arrangement under the following will occur and will be deemed BCBCA pursuant to occur in the following sequence without any further authorization, act or formality by Cardero, Coalhunter or any other personwhich: (a) each of the issued and outstanding Coalhunter Shares, Corporation Shareholder (other than those held by Dissenting Shareholders a Corporation Shareholder who has validly exercised its Dissent Rights and Cardero will be deemed who is entitled to be acquired paid fair value therefor by Cardero, free from Offeror or any claimsof its Subsidiaries) shall be entitled to receive, in exchange therefor and subject to the Plan of Arrangement, consideration consisting of, for the issuance by Cardero each Corporation Common Share held 0.625 of 0.80 Cardero Shares an Offeror Common Share (the “Exchange RatioConsideration”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Share); (b) in accordance with the Corporation Option Plan, including section 3.15 thereof, each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or holder of a Corporation Option outstanding immediately prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will Effective Time shall be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder entitled to receive (and such holder shall be deemed to accept), Cardero upon the exercise of such holder’s Corporation Options, for the same aggregate consideration therefor and in lieu of any Corporation Common Shares (in accordance with or other consideration, the terms and conditions number of Offeror Common Shares which the holder would have been entitled to receive as a result of the Cardero Share Option Plan)transactions contemplated by the Plan of Arrangement if, immediately before the Effective Time, such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, holder had been the registered holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Corporation Common Shares to which such holder was theretofore entitled upon such exercise and each such Corporation Option shall continue to be governed by and be subject to the terms of the Corporation Option Plan and any applicable agreement thereunder; (c) each holder of a Corporation Warrant outstanding immediately prior to the Effective Time shall be entitled to receive: A. in the case of common share purchase warrants to purchase Corporation Common Shares, upon the exercise of such holder’s Corporation Warrants, for the same aggregate consideration therefor and in lieu of any Corporation Common Shares or other consideration, the number of Offeror Common Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Plan of Arrangement if, immediately before the Effective DateTime, such holder had been the registered holder of the number of Corporation Common Shares to which such holder was theretofore entitled upon such exercise and each such Corporation Warrant shall be governed by and be subject to the terms of the certificate representing such Corporation Warrant issued by the Offeror;and B. in the case of finder’s fee warrants to purchase units of Corporation, each such unit consisting of one Corporation Common Share and one-half of one common share purchase warrant to purchase Corporation Common Shares, upon the exercise of such holder’s Corporation Warrants, for the same aggregate consideration therefor and in lieu of any Corporation Common Shares, units or common share purchase warrants of Corporation or other consideration, the number of Cardero Offeror Common Shares equal which the holder would have been entitled to receive as a result of the product transactions contemplated by the Plan of (A) the number of Coalhunter Shares subject to the Coalhunter Option Arrangement if, immediately before the Effective Date multiplied by (B) Time, such holder had been the Exchange Ratio, provided that if the foregoing would result in the issuance registered holder of a fraction of a Cardero Common Share, then the number of Cardero Corporation Common Shares otherwise issued on to which such holder was theretofore entitled upon such exercise and one-half of the Coalhunter Option will be rounded down one common share purchase warrant to the nearest whole number of Cardero Shares; (ii) purchase Offeror Common Shares for each such Coalhunter Option will have an exercise price per Cardero Offeror Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) Share and each such Coalhunter Option will Corporation Warrant shall be exercisable into Cardero Shares for a period of two years following the Effective Date governed by and will be subject to the following vesting provisions: (A) 25% terms of the Cardero Shares subject certificate to be issued by Offeror representing such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective DateCorporation Warrants; and (Cd) Corporation shall amalgamate with Acquireco and Corporation shall be the balance of the Cardero Shares surviving corporation; all as set forth in, and subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance Plan of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter OptionArrangement.

The Arrangement. At the Effective Time on the Effective DateTime, the following will shall occur and will shall be deemed to occur have occurred in the following sequence order without any further authorization, act or formality by Cardero, Coalhunter or any other personformality: (a) each YGC will change its name to Yukon-Nevada Gold Corp., or such other name as may be approved by the directors of the issued YGC and outstanding Coalhunter SharesQueenstake acting reasonably, other than those held by Dissenting Shareholders and Cardero will be deemed subject to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero ShareAppropriate Regulatory Approval; (b) each Coalhunter ShareholderQueenstake Share, other than Dissenting Queenstake Shares held by Queenstake Shareholders and Carderowho have validly exercised Dissent Rights, will be deemed to have be transferred all Coalhunter to YGC and, subject to Section 4.2 each such Queenstake Shareholder will receive one New YGC Share for every ten Queenstake Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange thereforheld; (c) the Coalhunter Shares owned by each Dissenting ShareholderQueenstake Option, at or prior to the Coalhunter Meeting extent that it has not been exercised, shall subject to Section 4.2, be transferred to YGC in accordance exchange for a New YGC Option to purchase that number of New YGC Shares determined by dividing the number of Queenstake Shares subject to each such Queenstake Option by ten at an exercise price per New YGC Share equal to the exercise price per Queenstake Share of each such Queenstake Option multiplied by ten, with Article 4 belowa term to expiry equivalent to the Queenstake Option. If the foregoing calculation results in the option being exercisable for a fraction of a New YGC Share, will be, then the number of New YGC Shares subject to such option shall be rounded down to the nearest whole number of shares and the aggregate exercise price for the option will be deemed to be, transferred to Coalhunter reduced by the exercise price for cancellation and cancelled contemporaneously with one New YGC Share multiplied by the acquisition fractional entitlement. All options issued by Cardero of Coalhunter Shares pursuant to Section 3.1 and YGC on such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to exchange shall be paid fair value for their Coalhunter Shares governed by Coalhunterthe New YGC Stock Option Plan; (d) each Coalhunter ShareholderQueenstake Warrant, other than Carderoto the extent that it has not been exercised, will cease shall subject to Section 4.2, be transferred to YGC in exchange for a holder New YGC Warrant to purchase that number of Coalhunter New YGC Shares and determined by dividing the name number of Queenstake Shares subject to each such Queenstake Warrant by ten at an exercise price per New YGC Share equal to the exercise price per Queenstake Share of each such Coalhunter Shareholder Queenstake Warrant multiplied by ten, with a term to expiry equivalent to the Queenstake Warrant. If the foregoing calculation results in the warrant being exercisable for a fraction of a New YGC Share, then the number of New YGC Shares subject to such warrant shall be rounded down to the nearest whole number of shares and the aggregate exercise price for the warrant will be removed from reduced by the central securities register of Coalhunter as of exercise price for one New YGC Share multiplied by the Effective Datefractional entitlement. All warrants issued by YGC on such exchange shall be governed by the certificates representing such New YGC Warrants; (e) the certificate representing with respect to each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Queenstake Shares, Queenstake Stock Options and Queenstake Warrants transferred to YGC pursuant to the Plan of Arrangement, at the Effective Date;Time, without any further act or formality: (fi) each Coalhunter Shareholder, other than Cardero, will the holder thereof shall cease to be the holder of such security and the name of the holder thereof shall be removed from the register of such securities of Queenstake; and (ii) the holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out validly transfer such security to YGC in accordance with the Plan of Arrangement;. (f) the number of directors of YGC will be fixed at ten (10); and (g) Cardero the board of directors of YGC will be comprised of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and will be deemed ▇▇▇▇▇ ▇▇▇▇▇▇, subject to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as YGC having received consents to act from each of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Optionforegoing.

The Arrangement. At the Effective Time on On the Effective Date, save and except for Dissenting Shares, the following will shall occur and will be deemed to occur in the following sequence chronological order, unless otherwise noted, without any further authorization, act or formality by Cardero, Coalhunter and with each transaction or any other personevent being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it: (a) each Rubicon’s authorized share structure shall be amended by: (i) altering the name of the issued and outstanding Coalhunter Shares, other than those held by Dissenting Shareholders and Cardero will be deemed unlimited number of common shares without par value to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate an unlimited number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include Class A Common shares without par value; (ii) creating the following three new classes of shares: A. an unlimited number of common shares without par value; B. an unlimited number of series 1 special shares with a fraction of a Cardero Share, will be rounded downwards par value equal to the nearest whole Cardero Sharenet book value of the Paragon Transferred Assets; and C. an unlimited number of series 2 special shares with a par value equal to the net book value of the Rubicon Africo Shares. The shares of Rubicon described above shall have the rights and restrictions set out in Rubicon’s Articles. Rubicon’s Articles shall be amended by adding, as Article 26 of the Articles, the rights and restrictions set out in Schedule A hereto; (b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, will Rubicon’s central securities register for the Rubicon Common Shares shall be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued redesignated as the Cardero Shares referred to in section 3.1(a) in exchange thereforcentral securities register for the Class A Common shares; (c) Paragon’s authorized share structure shall be amended by creating a new class of shares consisting of an unlimited number of special preferred shares and having the Coalhunter Shares owned rights and restrictions set out in Paragon’s Articles. Paragon’s Articles shall be amended by each Dissenting Shareholder, at or prior to adding the Coalhunter Meeting rights and restrictions set out in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by CoalhunterSchedule B hereto; (d) each Coalhunter Shareholder, CopperCo’s authorized share structure shall be amended by creating a new class of shares consisting of an unlimited number of special preferred shares and having the rights and restrictions set out in CopperCo’s Articles. CopperCo’s Articles shall be amended by adding the rights and restrictions set out in Schedule B hereto; (e) Each Rubicon Common Share (renamed as Class A Common Shares) issued and outstanding on the Effective Date (other than CarderoDissenting Shares) will be exchanged for one New Rubicon Common Share, one Rubicon Series 1 Special Share and one Rubicon Series 2 Special Share. The PUC of the New Rubicon Common Shares, the Rubicon Series 1 Special Shares and the Series 2 Special Shares will be determined as follows: (i) the amount of the PUC of the Rubicon Series 1 Special Shares will be equal to their par value; (ii) the amount of the PUC of the Rubicon Series 2 Special Shares will be equal to their par value; and (iii) the amount of the PUC of the New Rubicon Common Shares will be equal to the PUC of the Rubicon Common Shares (renamed as Class A Common Shares) minus the aggregate of the PUC of the Rubicon Series 1 and 2 Special Shares; Each Rubicon Shareholder shall cease to be a the holder of Coalhunter the Rubicon Common Shares (renamed as Class A Common Shares) so exchanged and shall become the holder of the number of New Rubicon Common Shares, Rubicon Series 1 Special Shares and Series 2 Special Shares issued to such Rubicon Shareholder. The name of such Rubicon Shareholder shall be removed from the central securities register for Rubicon Common Shares in respect of the Rubicon Common Shares so exchanged and shall be added to the central securities register of New Rubicon Common Shares, Rubicon Series 1 Special Shares and Series 2 Special Shares respectively, so issued to such Rubicon Shareholder; (f) Each outstanding whole Rubicon Option will be exchanged for one whole New Rubicon Option, one sixth of a Paragon Option and a fraction of a CopperCo Option equal to the Rubicon-CopperCo Exchange Ratio. The exercise price of each of the new options received as a result of such exchange will be determined as set out in section 3.3 below; (g) The Rubicon Common Shares (renamed as Class A Common Shares) exchanged for New Rubicon Common Shares, the Rubicon Series 1 Special Shares and the Rubicon Series 2 Special Shares shall be cancelled and the appropriate entry shall be made in Rubicon’s central securities register; (h) Each holder of Rubicon Series 1 Special Shares will transfer, with good and marketable title free and clear of all encumbrances, such shares to Paragon; (i) Each holder of Rubicon Series 2 Special Shares will transfer, with good and marketable title free and clear of all encumbrances, such shares to CopperCo; (j) As consideration for the Rubicon Series 1 Special Shares transferred to it, Paragon will issue to the holders of such Rubicon Series 1 Special Shares, Paragon Common Shares on the basis of one Paragon Common Share for every six whole Rubicon Series 1 Special Shares held by a respective holder. The stated capital account maintained in respect of Paragon Common Shares shall be increased by an amount equal to the PUC of the transferred Rubicon Series 1 Special Shares. In connection with such sale and transfer, each holder of Rubicon Series 1 Special Shares so sold and transferred shall cease to be the holder of the Rubicon Series 1 Special Shares so sold and transferred and shall become the holder of the number of Paragon Common Shares issued to such holder. The name of each such Coalhunter Shareholder will holder shall be removed from the central securities register of Coalhunter as Rubicon Series 1 Special Shares in respect of the Effective Date; (e) Rubicon Series 1 Special Shares so sold and transferred and shall be added to the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled central securities register of Paragon as the holder of the Effective Date; (f) each Coalhunter Shareholdernumber of Paragon Common Shares so issued to such holder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will Paragon shall be and will shall be deemed to be the transferee of all Coalhunter the Rubicon Series 1 Special Shares (other than Coalhunter Shares owned by Cardero), free so transferred and the name of all liens, claims and Encumbrances, and will Paragon shall be entered in the central securities register of Coalhunter as the holder of such Coalhunter Rubicon Series 1 Special Shares as of the Effective Dateso sold and transferred to Paragon; (hk) each outstanding Coalhunter Option As consideration for the Rubicon Series 2 Special Shares transferred to it, CopperCo will issue to the holders of such Rubicon Series 2 Special Shares, that number of CopperCo Common Shares obtained by multiplying the number of Rubicon Series 2 Special Shares held by a person that will, following respective holder by the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder Rubicon-CopperCo Exchange Ratio. The stated capital account maintained in respect of CopperCo Common Shares shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied increased by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: PUC of the transferred Rubicon Series 2 Special Shares. In connection with such sale and transfer, each holder of Rubicon Series 2 Special Shares so sold and transferred shall cease to be the holder of the Rubicon Series 2 Special Shares so sold and transferred and become the holder of the number of CopperCo Common Shares issued to such holder. The name of such holder shall be removed from the central securities register of Rubicon Series 2 Special Shares in respect of the Rubicon Series 2 Special Shares so sold and transferred and shall be added to the central securities register of CopperCo as the holder of the number of CopperCo Common Shares so issued to such holder and CopperCo shall be and shall be deemed to be the transferee of the Rubicon Series 2 Special Shares so transferred and the name of CopperCo shall be entered in the central securities register of Rubicon Series 2 Special Shares so sold and transferred to CopperCo; (Al) Rubicon will sell and transfer the Paragon Transferred Assets to Paragon in consideration for the issuance by Paragon of 1,000 Paragon Preferred Shares. Rubicon shall take all such actions and deliver all such documents as may be required to convey title to the Paragon Transferred Assets to Paragon; (m) Rubicon will sell and transfer the CopperCo Transferred Assets to CopperCo in consideration for the issuance by CopperCo of 1,000 CopperCo Preferred Shares. Rubicon shall take all such actions and deliver all such documents as may be required to convey title to the CopperCo Transferred Assets to CopperCo; (n) Rubicon will purchase for cancellation the Rubicon Series 1 Special Shares held by Paragon in consideration of the issuance by Rubicon of the Rubicon Paragon Note. The repurchased Rubicon Series 1 Special Shares shall be cancelled and the appropriate entry made on the central securities register for the Series 1 Special Shares; (o) Rubicon will purchase for cancellation the Rubicon Series 2 Special Shares held by CopperCo in consideration of the issuance by Rubicon of the Rubicon CopperCo Note. The repurchased Rubicon Series 2 Special Shares shall be cancelled and the appropriate entry made on the central securities register for the Series 2 Special Shares; (p) The authorized share structure of Rubicon shall be amended by eliminating the unlimited number of Class A Common Shares without par value, the unlimited number of Series 1 Special Shares and the unlimited number of Series 2 Special Shares, none of which are issued. Rubicon’s Articles shall be amended by deleting Article 26 of the Articles (for greater certainty, notwithstanding such deletion of Article 26, the New Rubicon Common Shares shall continue to exist immediately upon completion of the Arrangement, as evidenced by Rubicon’s Notice of Articles in effect at such time); (q) Paragon will purchase for cancellation the 1,000 Paragon Preferred Shares held by Rubicon in consideration for the issuance by Paragon to Rubicon of the Paragon Note having a principal amount and fair market value equal to the aggregate fair market value of the 1,000 Paragon Preferred Shares purchased for cancellation. The repurchased Paragon Preferred Shares shall be cancelled and the appropriate entry made on the central securities register for the Paragon Preferred Shares; (r) The authorized share structure of Paragon shall be amended by eliminating the Paragon Preferred Shares, none of which are issued. Paragon’s Articles shall be amended by deleting sections 1.1 to 1.5 of the Articles which contain the rights and restrictions attached to the Paragon Preferred Shares; (s) CopperCo will purchase for cancellation the 1,000 CopperCo Preferred Shares held by Rubicon in consideration for the issuance by CopperCo to Rubicon of the CopperCo Note having a principal amount and fair market value equal to the aggregate fair market value of the 1,000 CopperCo Preferred Shares purchased for cancellation. The repurchased CopperCo Preferred Shares shall be cancelled and the appropriate entry made on the central securities register for the CopperCo Preferred Shares; (t) The authorized share structure of CopperCo shall be amended by eliminating the CopperCo Preferred Shares; none of which are issued. CopperCo’s Articles shall be amended by deleting sections 1.1 to 1.5 of the Articles which contain the rights and restrictions attached to the CopperCo Preferred Shares; (u) Rubicon will pay the principal amount of the Rubicon Paragon Note by transferring to Paragon the Paragon Note which will be accepted by Paragon as full payment, satisfaction and discharge of Rubicon’s obligation under the Rubicon Paragon Note and simultaneously Paragon will pay the principal amount of the Paragon Note by transferring to Rubicon the Rubicon Paragon Note which will be accepted by Rubicon as full payment, satisfaction and discharge of Paragon’s obligation under the Paragon Note. The Rubicon Paragon Note and the Paragon Note will both thereupon be cancelled; (v) Rubicon will pay the principal amount of the Rubicon CopperCo Note by transferring to CopperCo the CopperCo Note which will be accepted by CopperCo as full payment, satisfaction and discharge of Rubicon’s obligation under the Rubicon CopperCo Note and simultaneously CopperCo will pay the principal amount of the CopperCo Note by transferring to Rubicon the Rubicon CopperCo Note which will be accepted by Rubicon as full payment, satisfaction and discharge of CopperCo’s obligation under the CopperCo Note. The Rubicon CopperCo Note and the CopperCo Note will both thereupon be cancelled; (w) the difference between Paragon Flow-Through Special Warrants issued pursuant to the Paragon Financing shall be automatically exercised, through no further action on the part of the holder and for no additional consideration, into flow-through Paragon Common Shares on the basis of one flow-though Paragon Common Share for each Paragon Flow-Through Special Warrant exercised, and the names of the holders of the Paragon Flow-Through Special Warrants shall be added to the central securities register of Paragon as the holders of the number of Paragon Common Shares issued to such holders; (x) the Paragon Special Warrants issued pursuant to the Paragon Financing shall be automatically exercised, through no further action on the part of the holder and for no additional consideration, into Paragon Common Shares and Paragon Warrants, on the basis of one Paragon Common Share and one Paragon Warrant for each Paragon Special Warrant exercised, and the names of the holders of the Paragon Special Warrants shall be added to the central securities register of Paragon as the holders of the number of Paragon Common Shares issued to such holders; (y) The CopperCo/Africo Special Warrants issued pursuant to the CopperCo/Africo Financing shall be automatically exercised, through no further action on the part of the holder and for no additional consideration, into CopperCo Common Shares, on the basis of one CopperCo Common Share for each CopperCo/Africo Special Warrant exercised, and the names of the holders of the CopperCo/Africo Special Warrants shall be added to the central securities register of CopperCo as the holders of the number of CopperCo Common Shares issued to such holders; (z) Each holder of the Remaining Africo Shares will transfer, with good and marketable title free and clear of all encumbrances, such shares to CopperCo; (aa) As consideration for the Remaining Africo Shares transferred to it, CopperCo will issue to the holders of such Remaining Africo Shares, CopperCo Common Shares on the basis of one CopperCo Common Share for every whole Remaining Africo Shares held by a respective holder. The stated capital account maintained in respect of CopperCo Common Shares shall be increased to the maximum amount permitted under the ITA. In connection with such sale and transfer, each holder of Remaining Africo Shares so sold and transferred shall cease to be the holder of the Remaining Africo Shares so sold and transferred and become the holder of the number of CopperCo Common Shares issued to such holder. The name of such holder shall be removed from the central securities register of Africo Shares in respect of the Remaining Africo Shares so sold and transferred and shall be added to the central securities register of CopperCo as the holder of the number of CopperCo Common Shares so issued to such holder and CopperCo shall be and shall be deemed to be the transferee of the Remaining Africo Shares so transferred and the name of CopperCo shall be entered in the central securities register of Africo Shares so sold and transferred to CopperCo; (bb) Each outstanding whole Africo Option will be exchanged for one whole CopperCo Option. The exercise price of each of the new CopperCo Options received on such exchange will be identical to the exercise price for the Africo Option which was exchanged for such CopperCo Option; (cc) The name of the Coalhunter Option and $1.52 multiplied by Africo will be changed to Africo Resources (BB.C.) the number of Coalhunter Shares subject to such Coalhunter OptionLtd.; and (jdd) if prior The name of CopperCo will be changed to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option.Africo Resources Ltd.

The Arrangement. The Arrangement 3.1 At the Effective Time on the Effective DateTime, the following will occur and will be deemed to occur in the following sequence without any further authorization, act or formality by CarderoGenco, Coalhunter Silvermex or any other person: (a) each of the issued and outstanding Coalhunter Silvermex Common Shares, other than those held by Dissenting Shareholders and Cardero Shareholders, will be deemed to be acquired by CarderoGenco, free from and clear of any claimsLiens, in exchange for 0.90909 Pre-Split Genco Shares, if the issuance by Cardero of 0.80 Cardero Shares Genco Share Split has not occurred, or one Genco Common Share, if the Genco Share Split has occurred, (the “Exchange Ratio”) ), provided that the aggregate number of Cardero Genco Common Shares issuable payable to any Coalhunter Silvermex Shareholder, if calculated to include a fraction of a Cardero Genco Common Share, will be rounded downwards to the nearest whole Cardero Sharenumber of Genco Common Shares; (b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, Silvermex Shareholder will be deemed to have transferred all Coalhunter such Silvermex Common Shares held by him, her or it him to Cardero Genco and Cardero Genco will be deemed to have issued the Cardero Genco Common Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, Silvermex Shareholder will cease to be a holder of Coalhunter Silvermex Common Shares and the name of each such Coalhunter Silvermex Shareholder will be removed from the central securities register of Coalhunter Silvermex as of the Effective Date; (ed) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, Silvermex Common Share will be deemed to have been cancelled as of the Effective Date; (fe) each Coalhunter Shareholder, other than Cardero, Silvermex Shareholder will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (gf) Cardero Genco will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero)Silvermex Common Shares, free and clear of all liens, claims and Encumbrancesany Liens, and will be entered in the central securities register of Coalhunter Silvermex as the holder of such Coalhunter Silvermex Common Shares as of the Effective Date;; and (hg) each outstanding Coalhunter Silvermex Option held (which will be governed by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under terms of the Cardero Genco Share Option Plan, ) will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan)exercisable for Genco Common Shares, such that: : (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Silvermex Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Silvermex Common Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Genco Common Shares equal to the product of (A) the number of Coalhunter Silvermex Common Shares subject to the Coalhunter Silvermex Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Genco Common Share, then the number of Cardero Genco Common Shares otherwise issued on exercise of the Coalhunter Silvermex Option will be rounded down to the nearest whole number of Cardero Genco Common Shares; ; and (ii) each such Coalhunter Silvermex Option will have an exercise price per Cardero Genco Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter the Silvermex Option for which it is exchanged, of an amount (rounded up to the nearest one-hundredth of a dollar) equal to 125% the quotient of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares exercise price per Silvermex Common Share subject to such Coalhunter Silvermex Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at before the Effective Date for cash in an amount equal to the product of: divided by (AD) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter OptionExchange Ratio.

The Arrangement. At The Arrangement shall provide that, and the parties covenant to take such steps as are necessary to ensure that, commencing at the Arrangement Effective Time on the Effective DateTime, the following will shall occur and will shall be deemed to occur in the following sequence without any further authorization, act or formality by Cardero, Coalhunter or any other personorder: (a) each The authorized share capital of CN shall be reorganized by the creation of the following three classes of shares in the capital of CN: (i) a class of shares, designated as CN Voting Shares, the authorized number of which shall be unlimited; (ii) a class of shares, designated as CN Exchangeable Shares, the authorized number of which shall be unlimited; and (iii) a class of shares, designated as CN Limited Voting Equity Shares, the authorized number of which shall be unlimited. (b) Each outstanding CN Common Share shall be changed into a number of CN Voting Shares equal to the Exchange Ratio and a number of CN Exchangeable Shares equal to the Exchange Ratio. (c) Simultaneously with the change in share capital under Section 2.7(b), each CN Exchangeable Share to which the holder of a CN Common Share is entitled and with respect to which such holder has elected, in a duly completed and timely submitted letter of transmittal and election form, to transfer to Newco for a Newco Common Share (the CN Exchangeable Share with respect to which such election was made, a "Newco Elected Exchangeable Share") shall be transferred by the holder thereof, without any further act or formality on such holder's part, to Newco in exchange for one Newco Common Share issued by Newco. Notwithstanding the foregoing, each holder of CN Common Shares who is not a resident of Canada for purposes of the Income Tax Act (Canada) shall be deemed to have elected to exchange all of the CN Exchangeable Shares issuable to such holder pursuant to the Arrangement for Newco Common Shares and outstanding Coalhunter the CN Exchangeable Shares to which such holder is entitled shall be deemed for all purposes to be Newco Elected Exchangeable Shares, except where and to the extent that such holder specifically elects in a duly completed and timely submitted letter of transmittal and election form not to have such exchange occur. CN and BNSF may jointly determine that such transfer and exchange shall be made to and with NAR Subco rather than Newco. (d) Simultaneously with the change in share capital under Section 2.7(b) and the transfer to Newco and exchange under Section 2.7(c) of the Newco Elected Exchangeable Shares, each Newco Elected Exchangeable Share shall be converted into one CN Limited Voting Equity Share. (e) Simultaneously with the change in share capital under Section 2.7(b), the transfer to Newco and exchange under Section 2.7(c) of the Newco Elected Exchangeable Shares and the conversion under Section 2.7(d) of the Newco Elected Exchangeable Shares, Newco shall and shall be deemed to have subscribed for and agreed to purchase and CN shall issue and sell to Newco one (1) CN Limited Voting Equity Share upon payment by Newco to CN of a sum equal to the closing trading price, per share, of the CN Common Shares on The Toronto Stock Exchange on the trading day which is two days prior to the Arrangement Effective Date divided by the Exchange Ratio. CN and BNSF may jointly determine that such issuance shall be made to NAR Subco rather than Newco. (f) All holders of Newco Common Shares, other than those held by Dissenting Shareholders and Cardero will be deemed to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards issued pursuant to the nearest whole Cardero Share; (b) each Coalhunter Shareholderexchange provided for in Section 2.7(c), other than Dissenting Shareholders and Cardero, will shall be deemed to have transferred all Coalhunter Shares held by himsubscribed for and agreed to purchase at a purchase price of $0.05 per share, her or it such other amount as to Cardero and Cardero will be deemed to have issued which the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will beparties may agree, and will be deemed CN shall issue to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero each such holder of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Newco Common Shares, except as provided in Article 4 and except one (1) CN Voting Share for each Newco Common Share so held upon payment by Newco to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as CN of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement;aggregate subscription price therefor. (g) Cardero will be Newco shall issue to and will be deemed deposit with the Trustee the Special Voting Share, in consideration of the payment to Newco of $0.05 by CN, to be thereafter held of record by the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims Trustee as trustee for and Encumbranceson behalf of, and will be entered in for the central securities register of Coalhunter as use and benefit of, the holder of such Coalhunter Shares as holders of the Effective Date;CN Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement. (h) each outstanding Coalhunter Each CN Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed exchanged for an option (a "CN Replacement Option") to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the purchase that number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares Newco Stapled Units equal to the product of (A) the Exchange Ratio multiplied by the number of Coalhunter CN Common Shares subject to the Coalhunter such CN Option immediately before prior to the Arrangement Effective Date multiplied Time. Each CN Replacement Option shall provide for an exercise price per Newco Stapled Unit equal to the exercise price per CN Common Share of such CN Option immediately prior to the Arrangement Effective Time divided by (B) the Exchange Ratio, provided that if . If the foregoing would result calculation results in the issuance of a CN Replacement Option being exercisable for a fraction of a Cardero Common ShareNewco Stapled Unit, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable Newco Stapled Units subject to such Coalhunter CN Replacement Option (shall be rounded up to the nearest one-hundredth next whole number of a dollar) equal Newco Stapled Units. The term to 125% expiry, conditions to and manner of exercising, vesting schedule, and all other terms and conditions of such CN Replacement Option shall otherwise be unchanged from those of the current exercise price per Coalhunter Share; (iii) each CN Option for which it was exchanged, and any document or agreement previously evidencing such Coalhunter CN Option will shall thereafter evidence and be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject deemed to the following vesting provisions: (A) 25% of the Cardero Shares subject to evidence such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date;CN Replacement Option. (i) in accordance with The authorized share capital of CN shall be amended by the terms elimination of the Coalhunter Options, each outstanding Coalhunter Option held by CN Common Shares as a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms class of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Optionauthorized shares.

The Arrangement. At the Effective Time on On the Effective Date, the following will shall occur and will be deemed to occur in the following sequence order without any further authorization, act or formality by Cardero, Coalhunter and with each transaction or any other personevent being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it: (a) each IMA's authorized share structure shall be amended by: (i) altering the name of the issued and outstanding Coalhunter Shares, other than those held by Dissenting Shareholders and Cardero will be deemed 100,000,000 common shares without par value to be acquired by Cardero, free from any claims, in exchange for 100,000,000 Class A Common shares without par value; and (ii) creating the issuance by Cardero following two new classes of 0.80 Cardero Shares shares: (the “Exchange Ratio”a) provided that the aggregate an unlimited number of Cardero Shares issuable to any Coalhunter Shareholdercommon shares without par value; and (b) an unlimited number of special shares without par value IMA's shares shall have the rights and restrictions set out in IMA's Articles. IMA's authorized share structure shall be amended so that it is as set out in paragraph H of the Notice of Alteration attached hereto as Schedule A. IMA's Articles shall be amended by adding, if calculated to include a fraction as Article 27 of a Cardero Sharethe Articles, will be rounded downwards to the nearest whole Cardero Sharerights and restrictions set out in Schedule B hereto; (b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, will IMA's central securities register for common shares shall be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued redesignated as the Cardero Shares referred to in section 3.1(a) in exchange thereforcentral securities register for the Class A Common shares; (c) Golden Arrow's authorized share structure shall be amended by creating a new class of shares consisting of an unlimited number of preferred shares without par value having the Coalhunter Shares owned rights and restrictions set out in Golden Arrow's Articles. Golden Arrow's authorized share structure shall be amended so that it is as set out in paragraph H of the Notice of Alteration attached hereto as Schedule ▇. ▇▇▇▇▇▇ Arrow's Articles shall be amended by each Dissenting Shareholderadding, at or prior to as Article 27 of the Coalhunter Meeting Articles, the rights and restrictions set out in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by CoalhunterSchedule D hereto; (d) each Coalhunter Shareholder, Each IMA Common Share issued and outstanding on the Effective Date (other than Cardero, shares held by dissenting shareholders) will cease to be a holder exchanged for one New IMA Common Share and one-tenth of Coalhunter one IMA Special Share. The stated capital of the New IMA Common Shares and the IMA Special Shares will be determined as follows: (i) the amount of the stated capital account of the IMA Special Shares will be equal to Net Fair Market Value; and (ii) the amount of the stated capital account of the New IMA Common Shares will be equal to stated capital account of the IMA Common Shares minus the Net Fair Market Value. Each Shareholder shall cease to the the holder of the IMA Common Shares so exchanged and shall become the holder of the number of New IMA Common Shares and IMA Special Shares issued to such Shareholder. The name of each such Coalhunter Shareholder will shall be removed from the central securities register of Coalhunter as for IMA Common Shares in respect of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter IMA Common Shares held by Cardero, will so exchanged and shall be deemed added to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter New IMA Common Shares as of the Effective Date; (h) each outstanding Coalhunter Option held by a person that willand IMA Special Shares, following the Effective Daterespectively, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise so issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter ShareShareholder; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option.

The Arrangement. At Commencing at the Effective Time on Time, each of the Effective Date, the following events set out below will occur and will be deemed to occur in the following sequence sequence, in each case without any further authorization, act or formality of or by CarderoLake Shore, Coalhunter Tahoe or any other person: (a) each of the issued and outstanding Coalhunter Shares, other than those Lake Shore Share held by a Dissenting Shareholders and Cardero Lake Shore Shareholder will be deemed to be acquired transferred by Carderothe holder thereof, without any further act or formality on its part, free from any claimsand clear of all liens, in exchange for claims and encumbrances, to Lake Shore and Lake Shore will thereupon be obliged to pay the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Share; (b) each Coalhunter Shareholder, other than Dissenting Shareholders amount therefor determined and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting payable in accordance with Article 4 belowhereof, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder holder will be removed from the central securities register of Coalhunter Lake Shore as a holder of Lake Shore Shares and the Lake Shore Shares so transferred will be cancelled; (b) each issued Lake Shore Share held by a Former Lake Shore Shareholder (other than a Dissenting Lake Shore Shareholder or Tahoe or any subsidiary of Tahoe) will be transferred to Tahoe (free and clear of any Liens) and in consideration therefor Tahoe will issue Tahoe Shares on the basis of 0.1467 of a fully paid and non-assessable Tahoe Share for each Lake Shore Share, subject to Section 3.3 and Article 5 hereof; (c) at the same time as the steps in Sections 3.1(a) and 3.1(b), with respect to each Lake Shore Share, (i) the holder thereof will cease to be the holder thereof or to have any rights as a holder in respect of such Lake Shore Share and the name of the holder thereof will be removed from the central securities register of Lake Shore with respect to such Lake Shore Share; (ii) legal and beneficial title to such Lake Shore Share (other than a Lake Shore Share transferred to Lake Shore by a Dissenting Lake Shore Shareholder) will vest in Tahoe and Tahoe will be and be deemed to be the transferee and legal and beneficial owner of such Lake Shore Share (free and clear of any Liens) and will be entered in the central securities register of Lake Shore as the sole holder thereof; and (iii) legal and beneficial title to Lake Shore Shares held by a Dissenting Lake Shore Shareholder will be transferred to Lake Shore and the Lake Shore Shares so transferred will be cancelled; (d) each Lake Shore Option, to the extent it has not been exercised as of the Effective Date, will be exchanged by the holder thereof, without any further act or formality and free and clear of all Liens, for a Replacement Option to purchase a number of Tahoe Shares equal to the product of 0.1467 multiplied by the number of Lake Shore Shares issuable on exercise of such Lake Shore Option immediately prior to the Effective Time for an exercise price per Tahoe Share equal to the exercise price per share of such Lake Shore Option immediately prior to the Effective Time divided by 0.1467 and rounded up to the nearest whole cent (provided that, if the foregoing calculation results in a Replacement Option being exercisable for a fraction of a Tahoe Share, then the number of Tahoe Shares subject to such Replacement Option will be rounded down to the next whole number of Tahoe Shares) and the Lake Shore Options will thereupon be cancelled. The term of expiry, conditions to and manner of exercise and other terms and conditions of the Replacement Option will be the same as the terms and conditions of the Lake Shore Options for which it is exchanged except that such Replacement Option will be governed by the terms and conditions of the Tahoe Incentive Plans and, in the event of any inconsistency or conflict the Tahoe Incentive Plans will govern. Any document previously evidencing the Lake Shore Option will thereafter evidence and be deemed to evidence such Replacement Option and no certificates evidencing the Replacement Option will be issued; If the adjustment to the Lake Shore Options contemplated by this paragraph results in a disposition of Lake Shore Options for options to acquire Tahoe Shares or “new” Lake Shore Options, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such disposition. In the event that the Tahoe Option In-The-Money Amount exceeds the Lake Shore Option In-The-Money Amount in respect of the Lake Shore Option exchanged in accordance with this Section 3.1(d), the number of Tahoe Shares which may be acquired on exercise of the Lake Shore Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Tahoe Option In-The-Money Amount does not exceed the Lake Shore Option In-The-Money Amount; (e) each Temex Option to the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have extent it has not been cancelled exercised as of the Effective Date, will be exchanged by the holder thereof, without any further act or formality and free and clear of all Liens, for a Replacement Option to purchase a number of Tahoe Shares equal to the product of 0.1467 multiplied by the number of Lake Shore Shares issuable on exercise of such Temex Option immediately prior to the Effective Time for an exercise price per Tahoe Share equal to the exercise price per share of such Temex Option immediately prior to the Effective Time divided by 0.1467 and rounded up to the nearest whole cent ( provided that, if the foregoing calculation results in a Replacement Option being exercisable for a fraction of a Tahoe Share, then the number of Tahoe Shares subject to such Replacement Option will be rounded down to the next whole number of Tahoe Shares) and the Temex Options will thereupon be cancelled. The term of expiry, conditions to and manner of exercise and other terms and conditions of the Replacement Option will be the same as the terms and conditions of the Temex Option for which it is exchanged except that such Replacement Option will be governed by the terms and conditions of the Tahoe Incentive Plans and, in the event of any inconsistency or conflict the Tahoe Incentive Plans will govern. Any document previously evidencing the Temex Option will thereafter evidence and be deemed to evidence such Replacement Option and no certificates evidencing the Replacement Option will be issued. If the adjustment to the Temex Options contemplated by this paragraph results in a disposition of Temex Options for options to acquire Tahoe Shares or “new” Temex Options, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such disposition. In the event that the Tahoe Option In-The-Money Amount exceeds the Temex Option In-The-Money Amount in respect of the Temex Option exchanged in accordance with this Section 3.1(e), the number of Tahoe Shares which may be acquired on exercise of the Temex Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Tahoe Option In-The-Money Amount does not exceed the Temex Option In-The-Money Amount; (f) each Coalhunter Lake Shore Optionholder, Temex Optionholder and Lake Shore Shareholder, other than Carderowith respect to each step set out above applicable to such holder, will be deemed deemed, at the time such step occurs, to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement transfer such Lake Shore Option, Temex Option and carry out Lake Shore Share, as the Arrangement;case may be, in accordance with such step; and (g) Cardero Lake Shore will be and will be deemed file an election with the CRA to cease to be a public corporation for the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as purposes of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter OptionTax Act.

The Arrangement. At Commencing at the Effective Time on the Effective Date, subject to the terms and conditions of the Arrangement Agreement, the following will shall occur as part of the Arrangement and will shall be deemed to occur in the following sequence order (except that the steps in Sections 2.2(b), 2.2(c), 2.2(d), 2.2(e) and 2.2(f) shall be deemed to occur simultaneously) without any further authorization, act or formality by Cardero, Coalhunter or any other personformality: (a) each of the issued and outstanding Coalhunter Shares, other than those Meta Share held by a Dissenting Shareholders and Cardero will Shareholder shall be deemed to be acquired transferred by Carderothe holder thereof, without any further act or formality on its part, free from any claimsand clear of all Encumbrances, in exchange for to Meta and Meta shall thereupon be obliged to pay the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Share; (b) each Coalhunter Shareholder, other than Dissenting Shareholders amount therefor determined and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting payable in accordance with Article 4 below3 hereof, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will holder shall be removed from the central securities register of Coalhunter Meta as a holder of Meta Shares and Meta shall be recorded as the registered holder of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Meta Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed so transferred and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will shall be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder legal owner of such Coalhunter Meta Shares, which Meta Shares as of the Effective Dateshall thereupon be cancelled; (hb) each Meta Option outstanding Coalhunter Option held by a person that will, following immediately prior to the Effective DateTime shall, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions without further action or formality by or on behalf of the Cardero Share holders thereof, be exchanged for an RTO Acquiror Replacement Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, purchase from the holder will be entitled to acquire, and will accept in lieu of RTO Acquiror the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero RTO Acquiror Shares equal to the product of (A) the number of Coalhunter Meta Shares subject issuable pursuant to the Coalhunter exercise of the Meta Option immediately before the Effective Date multiplied by Time, and (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Sharean RTO Acquiror Share being issuable upon any particular exercise of RTO Acquiror Replacement Options, then the number of Cardero RTO Acquiror Shares otherwise issued on issuable upon exercise of the Coalhunter Option will such RTO Acquiror Replacement Options shall be rounded down to the nearest whole number of Cardero RTO Acquiror Shares; (ii) each such Coalhunter Option will have an . The exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be RTO Acquiror Share subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to any such Coalhunter RTO Acquiror Replacement Option will shall be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: quotient of (A) the difference between the exercise price per Meta Share under the exchanged Meta Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio. Except as set out above, all terms and conditions of an RTO Acquiror Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Meta Option for which it was exchanged and any document evidencing a Meta Option shall thereafter evidence and be deemed to evidence such RTO Acquiror Replacement Option; (c) each Meta DSU shall, without any further action on the part of any holder thereof, be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, except that, pursuant to the terms of the Coalhunter Option and $1.52 deferred share unit plan of Meta, the terms of the Meta DSUs shall be amended so as to substitute for the Meta Shares issuable pursuant to such Meta DSUs, such number of RTO Acquiror Shares equal to (A) the number of Meta Shares issuable pursuant to the Meta DSUs immediately prior to the Effective Time, multiplied by (B) the number of Coalhunter Shares subject Exchange Ratio, rounded down to such Coalhunter Option; andthe nearest whole number; (jd) if each Meta Warrant shall, without any further action on the part of any holder thereof, be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, except that, pursuant to the TSX has: terms of the applicable warrant certificate, the terms of the Meta Warrants shall be amended so as to (i) not accepted notice with respect substitute for the Meta Shares issuable pursuant to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each Meta Warrants such Coalhunter Option will become exercisable for Cardero number of RTO Acquiror Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between number of Meta Shares issuable pursuant to the exercise price of such Meta Warrants immediately prior to the Coalhunter Option and $1.52 Effective Time, multiplied by (B) the number Exchange Ratio, rounded down to the nearest whole number; and (ii) adjust the exercise price per RTO Acquiror Share issuable pursuant to the exercise of Coalhunter any such Meta Warrant following the Effective Time to be an amount equal to the quotient of (A) the exercise price per Meta Share under the Meta Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio; (e) each issued and outstanding Meta Share (other than Exchangeable Elected Shares subject and other than Meta Shares held by RTO Acquiror or an affiliate thereof or Dissenting Shareholders) held by a Meta Shareholder shall be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to Canco in exchange for RTO Acquiror Share Consideration in accordance with the election or deemed election of such Coalhunter OptionMeta Shareholder pursuant to Section 2.3; (f) each Exchangeable Elected Share shall be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to Canco in exchange for Exchangeable Share Consideration in accordance with the election of such Meta Shareholder pursuant to Section 2.3; and (g) RTO Acquiror, Canco and Callco shall execute the Support Agreement and RTO Acquiror, Canco and the Transfer Agent shall execute the Voting and Exchange Trust Agreement and RTO Acquiror shall issue to and deposit with the Transfer Agent the Special Voting Share in consideration of the payment to RTO Acquiror by Meta on behalf of the Meta Shareholders of one dollar ($1.00), to be thereafter held of record by the Transfer Agent as trustee for and on behalf of, and for the use and benefit of, the holders of the Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement. All rights of holders of Exchangeable Shares under the Voting and Exchange Trust Agreement shall be received by them as part of the property receivable by them under Section 2.2(c) in exchange for the Exchangeable Elected Shares for which they were exchanged.

The Arrangement. At the Effective Time on On the Effective Date, the following will shall occur and will be deemed to occur in the following sequence chronological order without any further authorization, act or formality by Carderonotwithstanding anything contained in the provisions attaching to any of the securities of Red Lake or Spinco, Coalhunter or any other personbut subject to the provisions of Article 5: (a) each of the issued Red Lake Share outstanding for which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each a “Dissenting Share”) and outstanding Coalhunter Shares, other than those held by for which such Dissenting Shareholders and Cardero Shareholder is ultimately entitled to be paid fair value will be deemed to have been repurchased by Red Lake for cancellation in consideration for a debt-claim against Red Lake to be acquired by Carderopaid the fair value of such Dissent Share in accordance with Article 5 of this Plan of Arrangement, free from net of any claimsapplicable withholding tax, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, and such Dissent Share will thereupon be rounded downwards to the nearest whole Cardero Sharecancelled; (b) the authorized share structure of Red Lake shall be altered by: i. renaming and redesignating all of the issued and unissued Red Lake Shares as “Class A common shares without par value” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two vote in respect of each Coalhunter Shareholdershare held, other than Dissenting Shareholders being the “Red Lake Class A Shares”; and ii. creating a new class consisting of an unlimited number of “common shares without par value” with terms and Carderospecial rights and restrictions identical to those of the Red Lake Shares immediately prior to the Effective Time, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued being the Cardero Shares referred to in section 3.1(a) in exchange therefor“New Red Lake Shares”; (c) Red Lake’s Notice of Articles shall be amended to reflect the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting alterations in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter§3.1(b); (d) each Coalhunter Shareholder, other than Cardero, will cease Red Lake Option then outstanding to acquire one Red Lake Share shall be transferred and exchanged for: i. one Red Lake Replacement Option to acquire one New Red Lake Share having an exercise price equal to the product of the original exercise price of the Red Lake Option multiplied by the fair market value of a holder New Red Lake Share at the Effective Time divided by the total of Coalhunter Shares the fair market value of a New Red Lake Share and the name fair market value of 0.95 of a Spinco Share at the Effective Time; and ii. one Spinco Option to acquire 0.95 of a Spinco Share, each such Coalhunter Shareholder will be removed from whole Spinco Option having an exercise price equal to the central securities register of Coalhunter as product of the original exercise price of the Red Lake Option multiplied by the fair market value of 0.95 of a Spinco Share at the Effective DateTime divided by the total of the fair market value of one New Red Lake Share and 0.95 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Red Lake Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Red Lake Option so exchanged . It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Red Lake Options; and Spinco agrees to promptly issue Spinco Shares upon the due exercise of Spinco Options; (e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will Red Lake Warrant then outstanding shall be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as amended to entitle the holder of such Coalhunter Shares as of the Effective Date; (h) each outstanding Coalhunter Option held by a person that willthereof to receive, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on upon due exercise of the Coalhunter Option will be rounded down to Red Lake Warrant, for the nearest whole number of Cardero Shares;original exercise price: (ii) i. one New Red Lake Share for each such Coalhunter Option will have an Red Lake Share that was issuable upon due exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then Red Lake Warrant immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option.and

The Arrangement. At the Effective Time on On the Effective Date, the following will occur and will be deemed to occur in the following sequence chronological order without any further authorization, act or formality by Carderoformality, Coalhunter or notwithstanding anything contained in the provisions attaching to any other personof the parties hereto, but subject to the provisions of Article 7 below: (a) each Mydecine Share outstanding in respect of the issued which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “Dissenting Share”) will be directly transferred and assigned by such Dissenting Shareholder to Mydecine, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding Coalhunter Shares, and such Dissenting Shareholders will cease to have any rights as Mydecine Shareholders other than those held by Dissenting Shareholders and Cardero will be deemed the right to be acquired paid the fair value for their Mydecine Shares by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero ShareMydecine; (b) each Coalhunter ShareholderMydecine shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act as follows, other than Dissenting Shareholders and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as of the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered steps occurring in the central securities register of Coalhunter as the holder of such Coalhunter Shares as of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such thatorder: (i) subject the authorized share capital and Notice of Articles and Articles of Mydecine will be altered by: (A) renaming and redesignating all of the issued and unissued Mydecine Shares as “Class A common shares without par value” (the “Mydecine Class A Common Shares”) and amending the special rights and restrictions attached to further adjustments prior the Mydecine Class A Common Shares to exercise, on exercise provide the holders thereof with the following rights: (I) to vote at all meetings of each Coalhunter Option, the holder will shareholders of Mydecine (except meetings at which only holders of a specified class of shares are entitled to vote) and shall be entitled to acquiretwo votes for each Mydecine Class A Common Share held; (II) to receive, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before rights of the Effective Date multiplied holders of any other class of shares, any dividends declared by Mydecine; and (III) to receive, pari passu with the New Mydecine Shares (as defined below), and subject to the rights of the holders of any other class of shares, the remaining property of Mydecine on the liquidation, dissolution or winding up of Mydecine, whether voluntary or involuntary; (B) creating a new class of shares consisting of an unlimited number of “common shares without par value” (the Exchange Ratio, provided that if “New Mydecine Shares”) with special rights and restrictions attached to the foregoing would result in New Mydecine Shares to provide the issuance holders thereof with the following rights: (I) to vote at all meetings of shareholders of Mydecine (except meetings at which only holders of a fraction specified class of a Cardero Common Shareshares are entitled to vote) and shall be entitled to one vote for each New Mydecine Share held; (II) to receive, then subject to the number of Cardero Shares otherwise issued on exercise rights of the Coalhunter Option will be rounded down holders of any other class of shares, any dividends declared by Mydecine; and (III) to receive, pari passu with the Mydecine Class A Common Shares, and subject to the nearest whole number rights of Cardero Sharesthe holders of any other class of shares, the remaining property of Mydecine on the liquidation, dissolution or winding up of Mydecine, whether voluntary or involuntary; (ii) each such Coalhunter Option Mydecine’s Notice of Articles and Articles will have an exercise price per Cardero Common Share, payable be amended to Cardero, denominated reflect the alterations in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollarsubsection 3.1(b)(i) equal to 125% of the current exercise price per Coalhunter Shareabove; (iii) each such Coalhunter Option issued and outstanding Mydecine Class A Common Share outstanding on the Share Distribution Record Date will be exercisable into Cardero Shares exchanged for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero one New Mydecine Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option.

The Arrangement. At The Arrangement shall provide in substance that, and the parties covenant to take such steps as are necessary to ensure that, commencing at the Effective Time on the Effective DateTime, the following will shall occur and will be deemed to occur in the following sequence order and without any further authorization, act or formality by Cardero, Coalhunter or any other personformality: (a) each outstanding VERSUS Share and the Associated Rights (other than (i) VERSUS Shares and Associated Rights held by a holder who has exercised Dissent Rights and is ultimately entitled to be paid the fair value of the issued and outstanding Coalhunter his VERSUS Shares, other than those (ii) VERSUS Shares and Associated Rights held by Dissenting Shareholders ECC or any subsidiary or affiliate thereof, which shall not be exchanged under the Arrangement and Cardero shall remain outstanding, and (iii) VERSUS Shares and Associated Rights held by a holder that duly elects to receive EGI Common Shares) will be deemed transferred by the holder thereof to be acquired by Cardero, free from any claims, ECC in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero issued, fully paid and non-assessable Exchangeable Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards which is equal to the nearest whole Cardero ShareExchange Ratio and ECC will become the registered and beneficial owner of the VERSUS Shares and Associated Rights exchanged as aforesaid; (b) each Coalhunter Shareholder, outstanding VERSUS Share and Associated Rights held by a holder of VERSUS Shares who so elects pursuant to the Letter of Transmittal and Election Form (other than Dissenting Shareholders (i) VERSUS Shares and CarderoAssociated Rights held by a holder who has exercised Dissent Rights and (ii) VERSUS Shares and Associated Rights held by ECC or any subsidiary or affiliate thereof, which shall not be exchanged under the Arrangement and shall remain outstanding) will be deemed transferred by the holder thereof to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) EGI Newco in exchange thereforfor that number of issued, fully paid and non-assessable EGI Common Shares which is equal to the Exchange Ratio and EGI Newco will become the registered and beneficial owner of the VERSUS Shares and Associated Rights exchanged as aforesaid; (c) the Coalhunter in lieu of fractional Exchangeable Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter fractional EGI Common Shares, except as provided in Article 4 and except each holder of VERSUS Shares who would otherwise be entitled to receive a fraction of an Exchangeable Share or of an EGI Common Share shall be paid fair value for their Coalhunter Shares by Coalhunteran amount in cash equal to such holder's pro rata share of the net proceeds received from aggregating all such fractional interests and selling them in the open market; (d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as of VERSUS Option outstanding at the Effective Date;Time shall be assumed by EGI (an "Assumed Option") on the terms set forth in Section 6.13; and (e) each Compensation Option shall be assumed by ECC on the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed terms set forth herein and VERSUS shall cease to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed any liability in respect thereof. Each such Compensation Option so assumed by ECC shall continue to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbranceshave, and will be entered in subject to, the central securities register of Coalhunter as the holder of such Coalhunter Shares as of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the same terms and conditions of as are set forth in the Cardero Share Compensation Option Plan)immediately prior to the Effective Time, such that: except that (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder such option will be entitled to acquire, and will accept in lieu of the exercisable for that number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero whole Exchangeable Shares equal to the product of (A) the number of Coalhunter VERSUS Shares subject that were issuable upon exercise of such Compensation Option immediately prior to the Coalhunter Option immediately before the Effective Date Time multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be Ratio and rounded down to the nearest whole number of Cardero Exchangeable Shares; , and (ii) each the per share exercise price for the Exchangeable Shares issuable upon exercise of such Coalhunter assumed Compensation Option will have an be equal to the quotient determined by dividing the exercise price per Cardero Common Shareshare of VERSUS Shares at which such option was exercisable immediately prior to the Effective Time by the Exchange Ratio, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollarwhole cent. Within thirty (30) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following Business Days after the Effective Date and Time, ECC will be subject issue to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Optionseach person who, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, Time was a holder of an outstanding Compensation Option a document evidencing the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms foregoing assumption of such Coalhunter Option and then immediately be deemed to be acquired option by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter OptionECC.

The Arrangement. The Arrangement 3.1 At the Effective Time on the Effective DateTime, the following will occur and will be deemed to occur in the following sequence without any further authorization, act or formality by CarderoGenco, Coalhunter Silvermex or any other person: (a) each of the issued and outstanding Coalhunter Silvermex Common Shares, other than those held by Dissenting Shareholders and Cardero Shareholders, will be deemed to be acquired by CarderoGenco, free from and clear of any claimsLiens, in exchange for 0.90909 Pre-Split Genco Shares, if the issuance by Cardero of 0.80 Cardero Shares Genco Share Split has not occurred, or one Genco Common Share, if the Genco Share Split has occurred, (the “Exchange Ratio”) ), provided that the aggregate number of Cardero Genco Common Shares issuable payable to any Coalhunter Silvermex Shareholder, if calculated to include a fraction of a Cardero Genco Common Share, will be rounded downwards to the nearest whole Cardero Genco Common Share; (b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, Silvermex Shareholder will be deemed to have transferred all Coalhunter such Silvermex Common Shares held by him, her or it him to Cardero Genco and Cardero Genco will be deemed to have issued the Cardero Genco Common Shares referred to in section 3.1(a) in exchange therefor; (c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) each Coalhunter Shareholder, other than Cardero, Silvermex Shareholder will cease to be a holder of Coalhunter Silvermex Common Shares and the name of each such Coalhunter Silvermex Shareholder will be removed from the central securities register of Coalhunter Silvermex as of the Effective Date; (ed) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, Silvermex Common Share will be deemed to have been cancelled as of the Effective Date; (fe) each Coalhunter Shareholder, other than Cardero, Silvermex Shareholder will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (gf) Cardero Genco will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero)Silvermex Common Shares, free and clear of all liens, claims and Encumbrancesany Liens, and will be entered in the central securities register of Coalhunter Silvermex as the holder of such Coalhunter Silvermex Common Shares as of the Effective Date;; and (hg) each outstanding Coalhunter Silvermex Option held (which will be governed by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under terms of the Cardero Genco Share Option Plan, ) will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan)exercisable for Genco Common Shares, such that: : (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Silvermex Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Silvermex Common Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Genco Common Shares equal to the product of (A) the number of Coalhunter Silvermex Common Shares subject to the Coalhunter Silvermex Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Genco Common Share, then the number of Cardero Genco Common Shares otherwise issued on exercise of the Coalhunter Silvermex Option will be rounded down to the nearest whole number of Cardero Genco Common Shares; ; and (ii) each such Coalhunter Silvermex Option will have an exercise price per Cardero Genco Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter the Silvermex Option for which it is exchanged, of an amount (rounded up to the nearest one-hundredth of a dollar) equal to 125% the quotient of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares exercise price per Silvermex Common Share subject to such Coalhunter Silvermex Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at before the Effective Date for cash in an amount equal to the product of: divided by (AD) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter OptionExchange Ratio.

The Arrangement. At Subject to the terms of the Plan of Arrangement, at the Effective Time on the Effective DateTime, the following will shall occur and will shall be deemed to occur have occurred in the following sequence order without any further authorization, act or formality by Cardero, Coalhunter or any other personformality: (a) each YGC will change its name to Yukon-Nevada Gold Corp., or such other name as may be approved by the directors of the issued YGC and outstanding Coalhunter SharesQueenstake acting reasonably, other than those held by Dissenting Shareholders and Cardero will be deemed subject to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero ShareAppropriate Regulatory Approval; (b) each Coalhunter ShareholderQueenstake Share, other than Dissenting Queenstake Shares held by Queenstake Shareholders and Carderowho have validly exercised Dissent Rights, will be deemed to have be transferred all Coalhunter to YGC and, subject to Section 4.2 of the Plan of Arrangement, each such Queenstake Shareholder will receive one New YGC Share for every ten Queenstake Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange thereforheld; (c) the Coalhunter Shares owned by each Dissenting ShareholderQueenstake Option, at or prior to the Coalhunter Meeting extent that it has not been exercised, shall subject to Section 4.2 of the Plan of Arrangement, be transferred to YGC in accordance exchange for a New YGC Option to purchase that number of New YGC Shares determined by dividing the number of Queenstake Shares subject to each such Queenstake Option by ten at an exercise price per New YGC Share equal to the exercise price per Queenstake Share of each such Queenstake Option multiplied by ten, with Article 4 belowa term to expiry equivalent to the Queenstake Option. If the foregoing calculation results in the option being exercisable for a fraction of a New YGC Share, will be, then the number of New YGC Shares subject to such option shall be rounded down to the nearest whole number of shares and the aggregate exercise price for the option will be deemed to be, transferred to Coalhunter reduced by the exercise price for cancellation and cancelled contemporaneously with one New YGC Share multiplied by the acquisition fractional entitlement. All options issued by Cardero of Coalhunter Shares pursuant to Section 3.1 and YGC on such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to exchange shall be paid fair value for their Coalhunter Shares governed by Coalhunterthe New YGC Stock Option Plan; (d) each Coalhunter ShareholderQueenstake Warrant, other than Carderoto the extent that it has not been exercised, will cease shall subject to Section 4.2 of the Plan of Arrangement, be transferred to YGC in exchange for a holder New YGC Warrant to purchase that number of Coalhunter New YGC Shares and determined by dividing the name number of Queenstake Shares subject to each such Queenstake Warrant by ten at an exercise price per New YGC Share equal to the exercise price per Queenstake Share of each such Coalhunter Shareholder Queenstake Warrant multiplied by ten, with a term to expiry equivalent to the Queenstake Warrant. If the foregoing calculation results in the warrant being exercisable for a fraction of a New YGC Share, then the number of New YGC Shares subject to such warrant shall be rounded down to the nearest whole number of shares and the aggregate exercise price for the warrant will be removed from reduced by the central securities register of Coalhunter as of exercise price for one New YGC Share multiplied by the Effective Datefractional entitlement. All warrants issued by YGC on such exchange shall be governed by the certificates representing such New YGC Warrants; (e) the certificate representing with respect to each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Queenstake Shares, Queenstake Stock Options and Queenstake Warrants transferred to YGC pursuant to the Plan of Arrangement, at the Effective Date;Time, without any further act or formality: (fi) each Coalhunter Shareholder, other than Cardero, will the holder thereof shall cease to be the holder of such security and the name of the holder thereof shall be removed from the register of such securities of Queenstake; and (ii) the holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out validly transfer such security to YGC in accordance with the Plan of Arrangement;. (f) the number of directors of YGC will be fixed at ten (10); and (g) Cardero the board of directors of YGC will be comprised of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and will be deemed ▇▇▇▇▇ ▇▇▇▇▇▇, subject to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as YGC having received consents to act from each of the Effective Date; (h) each outstanding Coalhunter Option held by a person that will, following the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions of the Cardero Share Option Plan), such that: (i) subject to further adjustments prior to exercise, on exercise of each Coalhunter Option, the holder will be entitled to acquire, and will accept in lieu of the number of Coalhunter Shares to which such holder was entitled immediately before the Effective Date, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares; (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option; and (j) if prior to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted Securities”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Optionforegoing.

The Arrangement. At Commencing at the Effective Time on the Effective DateTime, the following events and transactions set out in Subsections (a) to (h) inclusive will occur and will be deemed to occur in the following sequence order set out below without any further authorization, act or formality by Carderoformality, Coalhunter and with each event or any other persontransaction occurring and being deemed to occur immediately after the occurrence of the immediately preceding event or transaction: (a) Each Parentco Old Common Share in respect of which a Parentco Shareholder has exercised Dissent Rights and for which the Parentco Shareholder is ultimately entitled to be paid fair value (each of the issued and outstanding Coalhunter Shares, other than those held by Dissenting Shareholders and Cardero a “Dissent Share”) will be deemed to have been repurchased by Parentco for cancellation in consideration for a debt-claim against Parentco to be acquired by Carderopaid the fair value of such Dissent Share in accordance with Article 3 of this Plan of Arrangement, free from net of any claimsapplicable withholding tax, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, and such Dissent Share will thereupon be rounded downwards to the nearest whole Cardero Sharecancelled; (b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, The authorized share structure of Parentco will be deemed reorganized and altered by (i) changing the identifying name of the issued and unissued Parentco Old Common Shares from “Common shares” to have transferred all Coalhunter “Class A Common shares” and amending the special rights and restrictions attached to such shares to provide the holders thereof with two votes in respect of each share held, and (ii) creating a new class of shares without par value issuable in an unlimited number with the identifying name “Class B Common shares” having special rights and restrictions identical to those attaching to the Parentco Old Common Shares held by him, her or it prior to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to amendments described in section 3.1(aparagraph (b)(i) in exchange thereforabove; (c) the Coalhunter Parentco will issue 4,000,000 fully paid and non-assessable Parentco New Common Shares owned by each Dissenting Shareholder, at or prior to Spinco for an aggregate issue price equal to the Coalhunter Meeting fair market value thereof and add an amount equal to such issue price to the capital of the Parentco New Common Shares and in accordance with Article 4 belowconsideration therefor, Spinco will be, issue the number of fully paid and will be deemed non-assessable Spinco Common Shares having a fair market value equal to be, transferred the fair market value of the Parentco New Common Shares received to Coalhunter Parentco for cancellation an aggregate issue price equal to the fair market value thereof and cancelled contemporaneously with add an amount equal to such issue price to the acquisition by Cardero capital of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter the Spinco Common Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter; (d) The issued and outstanding Spinco Common Shares will be subdivided into that number of Spinco Common Shares equal to the number of issued and outstanding Parentco Old Common Shares; (e) Each holder of a Parentco Stock Option will dispose of and be deemed to dispose of the Parentco Stock Option and in consideration therefor will concurrently receive (i) one Parentco Replacement Stock Option having an exercise price equal to the product obtained by multiplying: (A) the exercise price of the Parentco Stock Option by (B) the quotient obtained by dividing the 20 Day VWAP of a Parentco New Common Share by the aggregate of the 20 Day VWAP of a Parentco New Common Share and the 20 Day VWAP of a Spinco Common Share, rounded to the nearest whole cent and subject to adjustment as set out below, and (ii) one Spinco Replacement Stock Option having an exercise price equal to the product obtained by multiplying: (A) the exercise price of the Parentco Stock Option by (B) the quotient obtained by dividing the 20 Day VWAP of a Spinco Common Share by the aggregate of the 20 Day VWAP of a Parentco New Common Share and the 20 Day VWAP of a Spinco Common Share, rounded to the nearest whole cent and subject to adjustment as set out below, and all Parentco Stock Options will thereupon be cancelled (each Coalhunter Shareholdersuch disposition, other than Carderoreceipt, and cancellation, collectively, an “Option Exchange”), provided that the exercise prices of each Parentco Replacement Stock Option and each Spinco Replacement Stock Option issued pursuant to an Option Exchange will cease be and be deemed to be automatically increased if necessary so that the aggregate In the Money Amounts thereof immediately after the Option Exchange does not exceed the In the Money Amount of the exchanged Parentco Stock Option determined immediately before the Option Exchange, with the intention that subsection 7(1.4) of the Tax Act will apply to each Option Exchange; (f) Each outstanding Parentco Warrant will remain outstanding in accordance with its terms and will, in lieu of being exercisable for one (1) Parentco Old Common Share, be exercisable for: (i) one (1) Parentco New Common Share having an exercise price equal to the product obtained by multiplying: (A) the exercise price of the Parentco Warrant by (B) the quotient obtained by dividing the 20 Day VWAP of a holder Parentco New Common Share by the aggregate of Coalhunter Shares the 20 Day VWAP of a Parentco New Common Share and the 20 Day VWAP of a Spinco Common Share, rounded to the nearest whole cent, and (ii) one (1) Spinco Common Share having an exercise price equal to the product obtained by multiplying: (A) the exercise price of the Parentco Warrant by (B) the quotient obtained by dividing the 20 Day VWAP of a Spinco Common Share by the aggregate of the 20 Day VWAP of a Parentco New Common Share and the 20 Day VWAP of a Spinco Common Share, rounded to the nearest whole cent; (g) Each Parentco Shareholder will dispose of each Parentco Old Common Share held to Parentco and in consideration therefor Parentco will issue or distribute to the Parentco Shareholder (i) one fully paid and non-assessable Parentco New Common Share having an issue price equal to the fair market value thereof, and (ii) one Spinco Common Share (the “Share Exchange”), and, in respect thereof, (iii) the name of each such Coalhunter Parentco Shareholder will be removed from the central securities register of Coalhunter as of for the Effective Date; (e) the certificate representing each Coalhunter Share, other than Coalhunter Parentco Old Common Shares held by Cardero, will be deemed and added to have been cancelled as of the Effective Date; (f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter for the Parentco New Common Shares and the Spinco Common Shares as the holder of the number of Parentco New Common Shares and Spinco Common Shares, respectively, received pursuant to the Share Exchange, (iv) the Parentco Old Common Shares will be cancelled and the capital in respect of such Coalhunter Shares as shares will be reduced to nil, and (v) an amount equal to the capital of the Effective DateParentco Old Common Shares immediately before the Share Exchange less the aggregate fair market value of the Spinco Common Shares distributed on the Share Exchange will be added to the capital in respect of the Parentco New Common Shares issued on the Share Exchange; (h) each outstanding Coalhunter Option held by a person that willThe authorized share structure of Parentco will be reorganized and altered by (i) eliminating the Parentco Old Common Shares from the authorized share structure of Parentco, following and (ii) changing the Effective Date, continue to be eligible to hold an incentive stock option under the Cardero Share Option Plan, will entitle the Coalhunter Option holder to receive (and such holder shall be deemed to accept), Cardero Shares (in accordance with the terms and conditions identifying name of the Cardero Share Option Plan)issued and unissued Parentco New Common Shares from “Class B Common shares” to “Common shares”; (i) Parentco will issue to Newcrest a number of fully paid and non-assessable Parentco New Common Shares having an aggregate issue price equal to CAD$19,074,425 such that immediately after the issuance, such thatNewcrest will own 19.9% of the issued and outstanding Parentco New Common Shares and, in respect thereof: (i) subject Newcrest will be added to further adjustments prior to exercise, on exercise of each Coalhunter Option, the central securities register for the Parentco New Common Shares as the holder will be entitled to acquire, and will accept in lieu of the that number of Coalhunter Shares to which such holder was entitled immediately before the Effective DateParentco New Common Shares, the number of Cardero Shares equal to the product of (A) the number of Coalhunter Shares subject to the Coalhunter Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Cardero Common Share, then the number of Cardero Shares otherwise issued on exercise of the Coalhunter Option will be rounded down to the nearest whole number of Cardero Shares;and (ii) each such Coalhunter Option will have an exercise price per Cardero Common Share, payable to Cardero, denominated in the same currency as applicable to such Coalhunter Option (rounded up to the nearest one-hundredth of a dollar) equal to 125% of the current exercise price per Coalhunter Share; (iii) each such Coalhunter Option will be exercisable into Cardero Shares for a period of two years following the Effective Date and will be subject to the following vesting provisions: (A) 25% of the Cardero Shares subject to such Coalhunter Option will be vested at six months following the Effective Date; (B) an additional 25% of the Cardero Shares subject to such Coalhunter Option will be vested at 12 months following the Effective Date; and (C) the balance of the Cardero Shares subject to such Coalhunter Option will be vested at 18 months following the Effective Date; (i) in accordance with the terms of the Coalhunter Options, each outstanding Coalhunter Option held by a person that will not, following the Effective Date, be eligible to hold an incentive stock option under the Cardero Share Option Plan will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise issue price of the Coalhunter Option and $1.52 multiplied by Parentco New Common Shares so issued will be added to the capital in respect of the Parentco New Common Shares; (Bj) the number of Coalhunter Shares subject Parentco will change its name to such Coalhunter Option“Azucar Minerals Ltd.”; and (jk) if prior Spinco will change its name to the Effective Time, the TSX has: (i) not accepted notice with respect to the issuance of Cardero Shares on exercise of any Coalhunter Option then outstanding; or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter Option (or the underlying Cardero Shares) (collectively, the “Restricted SecuritiesAlmadex Minerals Ltd.”), each such Coalhunter Option will become exercisable for Cardero Shares in accordance with the terms of such Coalhunter Option and then immediately be deemed to be acquired by Cardero at the Effective Date for cash in an amount equal to the product of: (A) the difference between the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the number of Coalhunter Shares subject to such Coalhunter Option.