Common use of The Arrangement Clause in Contracts

The Arrangement. On the Effective Date, the following will occur and will be deemed to occur without any further authorization, act or formality: (a) the Amalgamating Corporations will amalgamate pursuant to the Act and continue as one company on the following terms and conditions: (i) the name of Amalco will be “River Wild Exploration Inc.” and the registered office of Amalco will be located at 2600 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇; (ii) the Certificate of Amalgamation resulting from the Amalgamation of the Amalgamating Corporations will be deemed to be the Certificate of Incorporation of Amalco; (iii) Amalco will have as its Notice of Articles, the notice of articles contained in the Amalgamation Application; (iv) the articles of Amalco will be the articles of Subco; (v) there will be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise; (vi) the Amalgamating Corporations will cease to exist as entities separate from Amalco; (vii) Amalco will continue to hold all of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations, including all rights of creditors or others; (ix) all rights, contracts, permits and interests of the Amalgamating Corporations will continue as rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations continued and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations under any such rights, contracts, permits and interests; (x) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xi) any civil, criminal or administrative action or proceeding pending by or against either or both of the Amalgamating Corporations may be continued to be prosecuted by or against Amalco; (xii) any conviction against, or ruling, order or judgment in favour of or against, either of the Amalgamating Corporations may be enforced by or against Amalco; (xiii) the board of directors of Amalco will consist of three directors. The first directors of Amalco will be the persons whose names and municipality of residence appear below: ▇▇▇▇ ▇▇▇▇▇ Sechelt, British Columbia ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Columbia, South Carolina ▇▇▇▇ ▇. ▇▇▇▇▇ Lakewood, Colorado (b) on the Amalgamation: (i) the issued and outstanding common shares of each of the Amalgamating Corporations will be exchanged for Amalco Shares as follows: (A) each Subco Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; (B) each River Wild Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; and (ii) in accordance with the exchanges referred to above, the shareholders of Amalco will be Ravencrest and the former River Wild Shareholders. (c) Following the Amalgamation referred to in Sections 3.1(a) and 3.1(b) above, Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) creating an unlimited number of Class A common shares (the “Ravencrest Class A Common Shares”); and (ii) creating and attaching to the Ravencrest Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 of the Articles of Ravencrest; (d) each of the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, will be and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) reducing the authorized capital by eliminating the authorized and unissued Ravencrest Shares; (ii) deleting the special rights and restrictions attached to the Ravencrest Shares and Ravencrest Class A Common Shares and by deleting Part 27 of the Articles of Ravencrest in its entirety; and (iii) altering the identifying name of all of the Ravencrest Class A Common Shares to be common shares.

The Arrangement. On the Effective Date, the following will shall occur and will be deemed to occur in the following order without any further authorization, act or formality: (a) each issued Western Copper Share held by a dissenting Shareholder (for greater certainty, being a Western Copper Shareholder who has duly complied with the Amalgamating Corporations will procedures set out in Article 4 and is ultimately entitled to be paid for their dissenting shares) is acquired by Western Copper in consideration for Western Copper agreeing to pay the amount to be paid as determined in accordance with Article 4 of this Plan of Arrangement in respect of the dissenting shares; (b) the stated capital in respect of the Moraga Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (c) CRS and Moraga shall amalgamate pursuant to form one corporate entity (“Amalco”) under the Act provisions of section 273 of the Act; (d) from and continue as one company on after the following terms and conditions:Effective Date, at the time of the step contemplated in Section 3.01(c): (i) the name of Amalco will be “River Wild Exploration Inc.” own and hold all of the registered office property of Amalco CRS and Moraga and, without limiting the provisions hereof, all rights of creditors or others will be located at 2600 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇unimpaired by such amalgamation, ▇▇▇▇▇▇▇▇▇and all liabilities and obligations of CRS and Moraga, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such liabilities and obligations had been incurred or contracted by it; (ii) the Certificate of Amalgamation resulting from the Amalgamation of the Amalgamating Corporations will be deemed to be the Certificate of Incorporation of Amalco; (iii) Amalco will have as its Notice of Articles, the notice of articles contained in the Amalgamation Application; (iv) the articles of Amalco will be the articles of Subco; (v) there will be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise; (vi) the Amalgamating Corporations will cease to exist as entities separate from Amalco; (vii) Amalco will continue to hold liable for all of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations, including all rights of creditors or othersCRS and Moraga; (ixiii) all rights, contracts, permits and interests of the Amalgamating Corporations CRS and Moraga will continue as be rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations CRS and Moraga continued and, for greater certainty, the Amalgamation amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations CRS or Moraga under any such rights, contracts, permits and interests; (xiv) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xiv) any civil, criminal or administrative action or proceeding pending by or against either CRS or both of the Amalgamating Corporations may Moraga will be continued to be prosecuted by or against Amalco; (xiivi) any a conviction against, or ruling, order or judgment in favour of or against, against either of the Amalgamating Corporations CRS or Moraga may be enforced by or against Amalco; (xiiivii) Amalco will refrain from issuing any securities in connection with the amalgamation, the CRS Shares outstanding immediately prior to the amalgamation will become Amalco Shares on the amalgamation, and all of the issued and outstanding Moraga Shares will be cancelled without any repayment of capital in respect thereof; (viii) the board of directors name of Amalco will consist of three directors. The first directors of Amalco will shall be the persons whose names “CRS Copper Resources Corp.” and municipality of residence appear below: ▇▇▇▇ ▇▇▇▇▇ Sechelt, British Columbia ▇▇. its registered office shall be located at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Columbia, South Carolina ▇▇▇▇ ▇. ▇▇▇▇▇ Lakewood▇, ColoradoVancouver, B.C. V6C 2T5; (bix) Amalco shall have as its notice of articles and articles the notice of articles and articles of CRS; (x) the stated capital of the Amalco Shares will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the common shares of CRS immediately prior to the amalgamation; (e) the stated capital in respect of the Amalco Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (f) Lurprop and Amalco shall amalgamate to form one corporate entity (“Amalco2”) under the provisions of section 273 of the Act; (g) from and after the Effective Date, at the time of the step contemplated in Section 3.01(f): (i) Amalco2 will own and hold all of the property of Lurprop and Amalco and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such amalgamation, and all liabilities and obligations of Lurprop and Amalco, whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such liabilities and obligations had been incurred or contracted by it; (ii) Amalco2 will be liable for all of the liabilities and obligations of Lurprop and Amalco; (iii) all rights, contracts, permits and interests of Lurprop and Amalco will be rights, contracts, permits and interests of Amalco2 as if Lurprop and Amalco continued and, for greater certainty, the amalgamation will not constitute a transfer or assignment of the rights or obligations of either of Lurprop or Amalco under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) any civil, criminal or administrative action or proceeding pending by or against either Lurprop or Amalco will be continued by or against Amalco2; (vi) a conviction against, or ruling, order or judgment in favour of or against either Lurprop or Amalco may be enforced by or against Amalco2; (vii) Amalco2 will refrain from issuing any securities in connection with the amalgamation, the Lurprop Shares outstanding immediately prior to the amalgamation will become Amalco2 Shares on the Amalgamationamalgamation, and all of the issued and outstanding Amalco Shares will be cancelled without any repayment of capital in respect thereof; (viii) the name of Amalco2 shall be “Lurprop Holdings Inc.” and its registered office shall be located at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, B.C. V6C 2T5; (ix) Amalco2 shall have as its notice of articles and articles the notice of articles and articles of Lurprop; and (x) the stated capital of the Amalco2 Shares will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the common shares of Lurprop immediately prior to the amalgamation; (h) the stated capital in respect of the Amalco2 Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (i) the stated capital in respect of the Carmacks Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (j) Carmacks, Amalco2 and Western Copper shall amalgamate to form one corporate entity (“Western Amalco”) under the provisions of section 273 of the Act; (k) from and after the Effective Date, at the time of the step contemplated in Section 3.01(j): (i) Western Amalco will own and hold all of the property of Carmacks, Amalco2 and Western and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such amalgamation, and all liabilities and obligations of Carmacks, Amalco2 and Western, whether arising by contract or otherwise, may be enforced against Western Amalco to the same extent as if such liabilities and obligations had been incurred or contracted by it; (ii) Western Amalco will be liable for all of the liabilities and obligations of Carmacks, Amalco2 and Western Copper; (iii) all rights, contracts, permits and interests of Carmacks, Amalco2 and Western Copperwill be rights, contracts, permits and interests of Western Amalco as if Carmacks, Amalco2 and Western Copper continued and, for greater certainty, the amalgamation will not constitute a transfer or assignment of the rights or obligations of any of Carmacks, Amalco2 and Western Copper under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) any civil, criminal or administrative action or proceeding pending by or against either Carmacks, Amalco2 and Western Copper will be continued by or against Western Amalco; (vi) a conviction against, or ruling, order or judgment in favour of or against Carmacks, Amalco2 and Western Copper may be enforced by or against Western Amalco; (vii) Western Amalco will refrain from issuing any securities in connection with the amalgamation, the Western Copper Shares outstanding immediately prior to the amalgamation will become Western Amalco Shares on the amalgamation, and all of the issued and outstanding Amalco2 Shares and Carmacks Shares will be cancelled without any repayment of capital in respect thereof; (viii) the name of Western Amalco shall be “Western Copper Corporation” and its registered office shall be located at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, B.C. V6C 2T5; (ix) Western Amalco shall have as its notice of articles and articles the notice of articles and articles of Western Copper; and (x) the stated capital of the Western Amalco Shares will be an amount equal to the paid-up capital, as that term is defined in the Tax Act, attributable to the Western Copper Shares immediately prior to the amalgamation; (l) the name of Western Amalco shall be changed from “Western Copper Corporation” to “Western Copper and Gold Corporation” and the Notice of Articles and the Articles of Western Amalco are amended accordingly; (m) Copper North shall purchase the Carmacks Property, the Redstone Property and $2 million cash from Western Amalco in consideration for the issuance of that number of Copper North Shares that is equal to the product of 0.5 and the number of issued and outstanding Western Amalco Shares immediately after step 3.01(k). The stated capital of the Copper North Shares shall be increased by an amount equal to the sum of $2 million and the aggregate fair market value of the Carmacks Property and the Redstone Property; (n) Carmacks Mining shall purchase the Carmacks Property from Copper North in consideration for the issuance of 100 Carmacks Mining Shares. The stated capital of the Carmacks Mining Shares shall be increased by an amount equal to the fair market value of the Carmacks Property; (o) Redbed shall purchase the Redstone Property from Copper North in consideration for the issuance of 100 Redbed Shares. The stated capital of the Redbed Shares shall be increased by an amount equal to the fair market value of the Redstone Property; (p) NorthIsle shall purchase the NorthIsle Property and $2.5 million cash from Western Amalco in consideration for the issuance of that number of NorthIsle shares that is equal to the product of 0.5 and the number of issued and outstanding Western Amalco Shares immediately after step 3.01(k). The stated capital of the NorthIsle Shares shall be increased by an amount equal to the sum of $2.5 million and the fair market value of the NorthIsle Property; (q) North Island Mining shall purchase the NorthIsle Property from NorthIsle in consideration for the issuance of 100 North Island Mining Shares. The stated capital of the North Island Mining Shares shall be increased by an amount equal to the fair market value of the NorthIsle Property; (r) Casino Mining shall purchase the Casino Property from Western Amalco in consideration for the issuance of 100 Casino Mining Shares. The stated capital of the Casino Mining Shares shall be increased by an amount equal to the fair market value of the Casino Property; (s) the authorized capital of Western Amalco is amended by: (i) the issued and outstanding common shares of each elimination of the Amalgamating Corporations will be exchanged for Western Amalco Shares as follows: (A) each Subco Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; (B) each River Wild Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; and (ii) in accordance with the exchanges referred to above, the shareholders of Amalco will be Ravencrest and the former River Wild Shareholders. (c) Following the Amalgamation referred to in Sections 3.1(a) and 3.1(b) above, Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) creating an unlimited number of Class A common shares (the “Ravencrest Class A Common Shares”); and (ii) creating and attaching to the Ravencrest Voting Par Value Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 of the Articles of Ravencrest; (d) each of the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, will be and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) reducing from the authorized capital by eliminating the authorized and unissued Ravencrest Sharesof Western Amalco; (ii) deleting the special rights and restrictions attached to the Ravencrest Shares and Ravencrest creation of an unlimited number of Western Amalco Class A Common Shares and by deleting Part 27 of the Articles of Ravencrest in its entiretyShares; and (iii) altering redesignating the identifying name Western Amalco Shares as Western Amalco Class B Shares and amending the rights, privileges, restrictions and conditions of all such shares to provide any holder of Western Amalco Class B Shares owning more than 80% of the Ravencrest issued and outstanding Western Amalco Class B Shares with the right to requisition the directors of Western Amalco to call a meeting of the holders of Western Amalco Class B Shares for the purposes stated in the requisition and should the directors of Western Amalco not call such meeting within two days after receiving such requisition a shareholder who made such requisition may call a meeting in the manner in which such meeting may be called under the Act and the articles of Western Amalco, and the Notice of Articles and the Articles of Western Amalco are amended accordingly; (t) each Western Copper Stock Option outstanding immediately before the Effective Date will be exchanged for: (i) a stock option to be issued by Western Amalco (a “New Western Amalco Stock Option”) pursuant to which: (A) the holder of the New Western Amalco Stock Option will be entitled to acquire, upon exercise of the New Western Amalco Stock Option, that number of Western Amalco Class A Shares (to be redesignated as Western Amalco Common Shares pursuant to Section 3.01(y) of this Plan of Arrangement) that is equal to the number of Western Copper Shares that was issuable upon exercise of the Western Copper Stock Option immediately before the Effective Time; and (B) the exercise price per Western Amalco Class A Share will be equal to the product of: (1) the exercise price of the Western Copper Stock Option determined immediately before the Effective Time; and (2) the proportion that the fair market value of a Western Amalco Class A Share (which fair market value shall be determined based on the 5-day volume weighted average trading price of the Western Amalco Common Shares immediately following the date on which the Copper North Shares and NorthIsle Shares commence trading on the TSXV, or such other determination as may be acceptable to the TSX and TSXV) is of the Aggregate Value; (ii) a stock option to be common shares.issued by Copper North (a “Copper North Stock Option”) pursuant to which: (A) the holder of the Copper North Stock Option will be entitled to acquire, upon exercise of the Copper North Stock Option, that number of Copper North Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Western Copper Shares to which such holder was theretofore entitled upon exercise of the Western Copper Stock Option; and (B) the exercise price per Copper North Share will be equal to the product of: (1) the exercise price of the Western Copper Stock Option determined immediately before the Effective Time; and (2) the proportion that the fair market value of a Copper North Share (which fair market value shall be determined based on the 5-day volume weighted average trading price of the Copper North Shares immediately following the date on which the Copper North Shares and NorthIsle Shares commence trading on the TSXV, or such other determination as may be acceptable to the TSX and TSXV) is of the Aggregate Value; and (iii) a stock option to be issued by NorthIsle (a “NorthIsle Stock Option”) pursuant to which: (A) the holder of the NorthIsle Stock Option will be entitled to acquire, upon exercise of the NorthIsle Stock Option, that number of NorthIsle Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Western Copper Shares to which such holder was theretofore entitled upon exercise of the Western Copper Stock Option; and (B) the exercise price per NorthIsle Share will be equal to the product of: (1) the exercise price of the Western Copper Stock Option determined immediately before the Effective Time; and (2) the proportion that the fair market value of a NorthIsle Share (which fair market value shall be determined based on the 5-day volume weighted average trading price of the NorthIsle Shares immediately following the date on which the Copper North Shares and NorthIsle Shares commence trading on the TSXV, or such other determination as may be acceptable to the TSX and TSXV) is of the Aggregate Value. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Western Copper Stock Option for a New Western Amalco Stock Option, a Copper North Stock Option and a NorthIsle Stock Option. Therefore, in the event that the aggregate of the New Western Amalco Stock Option In-The Money Amount in respect of a Western Copper Stock Option, the Copper North Stock Option In-The Money Amount in respect of a Western Copper Stock Option and the NorthIsle Stock Option In-The Money Amount in respect of a Western Copper Stock Option exceeds the Old Western Copper Stock Option In-The Money Amount in respect of the Western Copper Stock Option, the number of Western Amalco Class A Shares which may be acquired on exercise of the New Western Amalco Stock Option, the number of Copper North Shares which may be acquired on exercise of the Copper North Stock Option and the number of NorthIsle Shares which may be acquired on exercise of the NorthIsle Stock Option at and afte

The Arrangement. On the Effective Date, the following will shall occur and will be deemed to occur in the following order without any further authorization, act or formality: (a) each issued Western Copper Share held by a dissenting Shareholder (for greater certainty, being a Western Copper Shareholder who has duly complied with the Amalgamating Corporations will procedures set out in Article 4 and is ultimately entitled to be paid for their dissenting shares) is acquired by Western Copper in consideration for Western Copper agreeing to pay the amount to be paid as determined in accordance with Article 4 of this Plan of Arrangement in respect of the dissenting shares; (b) the stated capital in respect of the Moraga Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (c) CRS and Moraga shall amalgamate pursuant to form one corporate entity (“Amalco”) under the Act provisions of section 273 of the Act; (d) from and continue as one company on after the following terms and conditions:Effective Date, at the time of the step contemplated in Section 3.01(c): (i) the name of Amalco will be “River Wild Exploration Inc.” own and hold all of the registered office property of Amalco CRS and Moraga and, without limiting the provisions hereof, all rights of creditors or others will be located at 2600 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇unimpaired by such amalgamation, ▇▇▇▇▇▇▇▇▇and all liabilities and obligations of CRS and Moraga, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such liabilities and obligations had been incurred or contracted by it; (ii) the Certificate of Amalgamation resulting from the Amalgamation of the Amalgamating Corporations will be deemed to be the Certificate of Incorporation of Amalco; (iii) Amalco will have as its Notice of Articles, the notice of articles contained in the Amalgamation Application; (iv) the articles of Amalco will be the articles of Subco; (v) there will be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise; (vi) the Amalgamating Corporations will cease to exist as entities separate from Amalco; (vii) Amalco will continue to hold liable for all of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations, including all rights of creditors or othersCRS and Moraga; (ixiii) all rights, contracts, permits and interests of the Amalgamating Corporations CRS and Moraga will continue as be rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations CRS and Moraga continued and, for greater certainty, the Amalgamation amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations CRS or Moraga under any such rights, contracts, permits and interests; (xiv) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xiv) any civil, criminal or administrative action or proceeding pending by or against either CRS or both of the Amalgamating Corporations may Moraga will be continued to be prosecuted by or against Amalco; (xiivi) any a conviction against, or ruling, order or judgment in favour of or against, against either of the Amalgamating Corporations CRS or Moraga may be enforced by or against Amalco; (xiiivii) Amalco will refrain from issuing any securities in connection with the amalgamation and all of the issued and outstanding Moraga Shares will be cancelled without any repayment of capital in respect thereof; (viii) the board of directors name of Amalco will consist of three directors. The first directors of Amalco will shall be the persons whose names “CRS Copper Resources Corp.” and municipality of residence appear below: ▇▇▇▇ ▇▇▇▇▇ Sechelt, British Columbia ▇▇. its registered office shall be located at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Columbia, South Carolina ▇▇▇▇ ▇. ▇▇▇▇▇ Lakewood▇, ColoradoVancouver, B.C. V6C 2T5; (bix) on Amalco shall have as its notice of articles and articles the Amalgamationnotice of articles and articles of CRS; (x) the stated capital of the Amalco Shares will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the common shares of CRS immediately prior to the amalgamation; (e) the stated capital in respect of the Amalco Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (f) Lurprop and Amalco shall amalgamate to form one corporate entity (“Amalco2”) under the provisions of section 273 of the Act; (g) from and after the Effective Date, at the time of the step contemplated in Section 3.01(f): (i) Amalco2 will own and hold all of the property of Lurprop and Amalco and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such amalgamation, and all liabilities and obligations of Lurprop and Amalco, whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such liabilities and obligations had been incurred or contracted by it; (ii) Amalco2 will be liable for all of the liabilities and obligations of Lurprop and Amalco; (iii) all rights, contracts, permits and interests of Lurprop and Amalco will be rights, contracts, permits and interests of Amalco2 as if Lurprop and Amalco continued and, for greater certainty, the amalgamation will not constitute a transfer or assignment of the rights or obligations of either of Lurprop or Amalco under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) any civil, criminal or administrative action or proceeding pending by or against either Lurprop or Amalco will be continued by or against Amalco2; (vi) a conviction against, or ruling, order or judgment in favour of or against either Lurprop or Amalco may be enforced by or against Amalco2; (vii) Amalco2 will refrain from issuing any securities in connection with the amalgamation and all of the issued and outstanding Amalco Shares will be cancelled without any repayment of capital in respect thereof; (viii) the name of Amalco2 shall be “Lurprop Holdings Inc.” and its registered office shall be located at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, B.C. V6C 2T5; (ix) Amalco2 shall have as its notice of articles and articles the notice of articles and articles of Lurprop; and (x) the stated capital of the Amalco2 Shares will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the common shares of Lurprop immediately prior to the amalgamation; (h) the stated capital in respect of the Amalco2 Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (i) the stated capital in respect of the Carmacks Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (j) Carmacks, Amalco2 and Western Copper shall amalgamate to form one corporate entity (“Western Amalco”) under the provisions of section 273 of the Act; (k) from and after the Effective Date, at the time of the step contemplated in Section 3.01(j): (i) Western Amalco will own and hold all of the property of Carmacks, Amalco2 and Western and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such amalgamation, and all liabilities and obligations of Carmacks, Amalco2 and Western, whether arising by contract or otherwise, may be enforced against Western Amalco to the same extent as if such liabilities and obligations had been incurred or contracted by it; (ii) Western Amalco will be liable for all of the liabilities and obligations of Carmacks, Amalco2 and Western Copper; (iii) all rights, contracts, permits and interests of Carmacks, Amalco2 and Western Copperwill be rights, contracts, permits and interests of Western Amalco as if Carmacks, Amalco2 and Western Copper continued and, for greater certainty, the amalgamation will not constitute a transfer or assignment of the rights or obligations of any of Carmacks, Amalco2 and Western Copper under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) any civil, criminal or administrative action or proceeding pending by or against either Carmacks, Amalco2 and Western Copper will be continued by or against Western Amalco; (vi) a conviction against, or ruling, order or judgment in favour of or against Carmacks, Amalco2 and Western Copper may be enforced by or against Western Amalco; (vii) Western Amalco will refrain from issuing any securities in connection with the amalgamation and all of the issued and outstanding Amalco2 Shares and Carmacks Shares will be cancelled without any repayment of capital in respect thereof; (viii) the name of Western Amalco shall be “Western Copper Corporation” and its registered office shall be located at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, B.C. V6C 2T5; (ix) Western Amalco shall have as its notice of articles and articles the notice of articles and articles of Western Copper; and (x) the stated capital of the Western Amalco Shares will be an amount equal to the paid-up capital, as that term is defined in the Tax Act, attributable to the Western Copper Shares immediately prior to the amalgamation; (l) the name of Western Amalco shall be changed from “Western Copper Corporation” to “Western Copper and Gold Corporation” and the Notice of Articles and the Articles of Western Amalco are amended accordingly; (m) Copper North shall purchase the Carmacks Property, the Redstone Property and $2 million cash from Western Amalco in consideration for the issuance of that number of Copper North Shares that is equal to the product of 0.5 and the number of issued and outstanding Western Amalco Shares immediately after step 3.01(k). The stated capital of the Copper North Shares shall be increased by an amount equal to the sum of $2 million and the aggregate fair market value of the Carmacks Property and the Redstone Property; (n) Carmacks Mining shall purchase the Carmacks Property from Copper North in consideration for the issuance of 100 Carmacks Mining Shares. The stated capital of the Carmacks Mining Shares shall be increased by an amount equal to the fair market value of the Carmacks Property; (o) Redbed shall purchase the Redstone Property from Copper North in consideration for the issuance of 100 Redbed Shares. The stated capital of the Redbed Shares shall be increased by an amount equal to the fair market value of the Redstone Property; (p) NorthIsle shall purchase the NorthIsle Property and $2.5 million cash from Western Amalco in consideration for the issuance of that number of NorthIsle shares that is equal to the product of 0.5 and the number of issued and outstanding Western Amalco Shares immediately after step 3.01(k). The stated capital of the NorthIsle Shares shall be increased by an amount equal to the sum of $2.5 million and the fair market value of the NorthIsle Property; (q) North Island Mining shall purchase the NorthIsle Property from NorthIsle in consideration for the issuance of 100 North Island Mining Shares. The stated capital of the North Island Mining Shares shall be increased by an amount equal to the fair market value of the NorthIsle Property; (r) Casino Mining shall purchase the Casino Property from Western Amalco in consideration for the issuance of 100 Casino Mining Shares. The stated capital of the Casino Mining Shares shall be increased by an amount equal to the fair market value of the Casino Property; (s) the authorized capital of Western Amalco is amended by: (i) the issued and outstanding common shares of each elimination of the Amalgamating Corporations will be exchanged for Western Amalco Shares as follows: (A) each Subco Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; (B) each River Wild Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; and (ii) in accordance with the exchanges referred to above, the shareholders of Amalco will be Ravencrest and the former River Wild Shareholders. (c) Following the Amalgamation referred to in Sections 3.1(a) and 3.1(b) above, Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) creating an unlimited number of Class A common shares (the “Ravencrest Class A Common Shares”); and (ii) creating and attaching to the Ravencrest Voting Par Value Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 of the Articles of Ravencrest; (d) each of the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, will be and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) reducing from the authorized capital by eliminating the authorized and unissued Ravencrest Sharesof Western Amalco; (ii) deleting the special rights and restrictions attached to the Ravencrest Shares and Ravencrest creation of an unlimited number of Western Amalco Class A Common Shares and by deleting Part 27 of the Articles of Ravencrest in its entiretyShares; and (iii) altering redesignating the identifying name Western Amalco Shares as Western Amalco Class B Shares and amending the rights, privileges, restrictions and conditions of all such shares to provide any holder of Western Amalco Class B Shares owning more than 80% of the Ravencrest issued and outstanding Western Amalco Class B Shares with the right to requisition the directors of Western Amalco to call a meeting of the holders of Western Amalco Class B Shares for the purposes stated in the requisition and should the directors of Western Amalco not call such meeting within two days after receiving such requisition a shareholder who made such requisition may call a meeting in the manner in which such meeting may be called under the Act and the articles of Western Amalco, and the Notice of Articles and the Articles of Western Amalco are amended accordingly; (t) each Western Copper Stock Option outstanding immediately before the Effective Date will be exchanged for: (i) a stock option to be issued by Western Amalco (a “New Western Amalco Stock Option”) pursuant to which: (A) the holder of the New Western Amalco Stock Option will be entitled to acquire, upon exercise of the New Western Amalco Stock Option, that number of Western Amalco Class A Common Shares that is equal to the number of Western Copper Shares that was issuable upon exercise of the Western Copper Stock Option immediately before the Effective Time; and (B) the exercise price per Western Amalco Class A Share will be equal to the product of: (1) the fair market value of a Western Amalco Class A Share determined immediately after the Effective Time; and (2) the amount by which one exceeds the proportion that the Western Copper Stock Option Value is of the Aggregate Value; (ii) a stock option to be issued by Copper North (a “Copper North Stock Option”) pursuant to which: (A) the holder of the Copper North Stock Option will be entitled to acquire, upon exercise of the Copper North Stock Option, that number of Copper North Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Western Copper Shares to which such holder was theretofore entitled upon exercise of the Western Copper Stock Option; and (B) the exercise price per Copper North Share will be common shares.equal to the product of: (1) the fair market value of a Copper North Share determined immediately after the Effective Time; and (2) the amount by which one exceeds the proportion that the Western Copper Stock Option Value is of the Aggregate Value; and (iii) a stock option to be issued by NorthIsle (a “NorthIsle Stock Option”) pursuant to which: (A) the holder of the NorthIsle Stock Option will be entitled to acquire, upon exercise of the NorthIsle Stock Option, that number of NorthIsle Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Western Copper Shares to which such holder was theretofore entitled upon exercise of the Western Copper Stock Option; and (B) the exercise price per NorthIsle Share will be equal to the product of: (1) the fair market value of a NorthIsle Share determined immediately after the Effective Time; and (2) the amount by which one exceeds the proportion that the Western Copper Stock Option Value is of the Aggregate Value. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Western Copper Stock Option for a New Western Amalco Stock Option, a Copper North Stock Option and a NorthIsle Stock Option. Therefore, in the event that the aggregate of the New Western Amalco Stock Option In-The Money Amount in respect of a Western Copper Stock Option, the Copper North Stock Option In-The Money Amount in respect of a Western Copper Stock Option and the NorthIsle Stock Option In-The Money Amount in respect of a Western Copper Stock Option exceeds the Old Western Copper Stock Option In-The Money Amount in respect of the Western Copper Stock Option, the number of Western Amalco Class A Shares which may be acquired on exercise of the New Western Amalco Stock Option, the number of Copper North Shares which may be acquired on exercise of the Copper North Stock Option and the number of NorthIsle Shares which may be acquired on exercise of the NorthIsle Stock Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the aggregate of the New Western Amalco Stock Option In-The Money Amount in respect of a Western Copper Stock Option, the Copper North Stock Option In-The Money Amount in respect of a Western Copper Stock Option and the NorthIsle Stock Option In-The Money Amount in respect of a Western Copper Stock Option does not exceed the Old Western Copper Stock Option-In The Money Amount in respect of the Western Copper Stock Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. Except as set out above and herein, the term to expiry, conditions to and manner of exercising, vesting schedule, the status under applicable laws, and all other terms and conditions of the New Western Amalco Stock Options, the Copper North Stock Options and the NorthIsle Stock Options will otherwise be unchanged from those contained in or otherwise applicable to the related Western Copper Stock Option (except that: (i) all Copper North Stock Options and NorthIsle Stock Options issued hereunder shall vest and become exercisable in full on the Effective Date; (ii) the holders will not be entitled, on exercise, to receive Copper North Shares or NorthIsle Shares, as the case may be, if such Copper North Options or

The Arrangement. On (a) At the time which is the earliest moment on the Effective Date, the following will occur MGI and will be deemed Subco (sometimes referred to occur without any further authorization, act or formality: (ahereinafter as "predecessor corporations") the Amalgamating Corporations will amalgamate pursuant to form Amalco with the Act same effect as if Section 179 of the OBCA was applicable to such amalgamation and continue as one company on the following terms and conditionsin connection with such amalgamation: (i) all of the property of the predecessor corporations immediately before the Amalgamation will continue to be property of Amalco; (ii) all of the liabilities of the predecessor corporations immediately before the Amalgamation will continue to be liabilities of Amalco; (iii) all existing causes of action, claims or liabilities to prosecution of or against a predecessor corporation immediately before the Amalgamation will be unaffected; (iv) all civil, criminal or administrative actions or proceedings pending by or against a predecessor corporation immediately before the Amalgamation may be continued to be prosecuted by or against Amalco; (v) all convictions against, or rulings, orders or judgments in favour of or against, a predecessor corporation immediately before the Amalgamation may be enforced by or against Amalco; (vi) the articles of arrangement in respect of the Arrangement shall be deemed to be the articles of incorporation of Amalco and the certificate of amendment in respect of the Arrangement shall be deemed to be the certificate of incorporation of Amalco; (vii) the name of Amalco will be “River Wild Exploration Inc.” and "MGI Software Corp."; (viii) the registered office of Amalco shall be situated in the City of Toronto, Province of Ontario; (ix) Amalco will be located at 2600 - authorized to issue an unlimited number of Amalco Common Shares having attached thereto the rights, privileges, restrictions and conditions set forth in Appendix A hereto; (x) there shall be no restrictions on the issue, transfer or ownership of the shares of Amalco other than: (A) a requirement that all share transfers be subject to the approval of the Amalco Board of Directors; (B) a limitation on the number of Amalco shareholders, exclusive of persons who are in its (or a predecessor corporation's) employment and exclusive of persons who, having been formerly in its (or a predecessor corporation's) employment, were, while in that employment, and have continued after termination of that employment to be, shareholders of Amalco, is limited to not more than fifty, two or more persons who are joint registered owners of one or more shares being counted as one shareholder; and (C) any invitation to the public to subscribe for the securities of Amalco shall be prohibited; (xi) there shall be no restrictions on the businesses which Amalco is authorized to carry on; (xii) the by-law of Amalco until repealed, amended, altered or added to, shall be General By-law No. 1 of Subco attached hereto as Appendix B; (xiii) the articles of incorporation of Amalco shall provide that the board of directors of Amalco, without authorization of the shareholders of Amalco may, from time to time, in such amounts and on such terms as it deems expedient: (1) borrow money upon the credit of Amalco; (2) issue, reissue, sell or pledge debt obligations of Amalco; (3) give a guarantee on behalf of Amalco to secure performance of an obligation of any person; and (4) charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any of the currently owned or subsequently acquired property and assets of Amalco including, without limiting the generality of the foregoing, real and personal property, movable and immovable property, tangible and intangible assets, book debts, rates, powers, franchises and undertakings, to secure any obligation of Amalco. (xiv) the number of directors of Amalco shall be such number not more than ten (10) nor less than one (1) as the board of directors may from time to time determine; and (xv) the first directors of Amalco shall be the persons whose names and municipality of residence are set out below, who shall hold office until the first annual meeting of shareholders of Amalco or the signing of a resolution in lieu thereof or until their successors are elected or appointed: NAME MUNICIPALITY OF RESIDENCE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Westmount, Quebec ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇; (ii) the Certificate of Amalgamation resulting from the Amalgamation of the Amalgamating Corporations will be deemed to be the Certificate of Incorporation of Amalco; (iii) Amalco will have as its Notice of ArticlesMontreal, the notice of articles contained in the Amalgamation Application; (iv) the articles of Amalco will be the articles of Subco; (v) there will be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise; (vi) the Amalgamating Corporations will cease to exist as entities separate from Amalco; (vii) Amalco will continue to hold all of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations, including all rights of creditors or others; (ix) all rights, contracts, permits and interests of the Amalgamating Corporations will continue as rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations continued and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations under any such rights, contracts, permits and interests; (x) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xi) any civil, criminal or administrative action or proceeding pending by or against either or both of the Amalgamating Corporations may be continued to be prosecuted by or against Amalco; (xii) any conviction against, or ruling, order or judgment in favour of or against, either of the Amalgamating Corporations may be enforced by or against Amalco; (xiii) the board of directors of Amalco will consist of three directors. The first directors of Amalco will be the persons whose names and municipality of residence appear below: ▇▇▇▇ ▇▇▇▇▇ Sechelt, British Columbia ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Columbia, South Carolina ▇▇▇▇ ▇. ▇▇▇▇▇ Lakewood, ColoradoQuebec (b) on Upon the Amalgamation:, each Subco Common Share outstanding immediately prior to the Amalgamation shall be converted into one Amalco Common Share and, subject to section 4.4, each certificate representing such Subco Common Shares shall represent the Amalco Common Shares into which such Subco Common Shares were converted. (ic) Upon the issued and Amalgamation, each MGI Common Share outstanding common shares of each of immediately prior to the Amalgamating Corporations will Amalgamation, other than the Dissenting Shares, shall be exchanged for Amalco 0.162 Discreet Common Shares as follows:and, subject to section 4.4, each certificate representing such MGI Common Shares shall represent the Discreet Common Shares into which the MGI Common Shares formerly represented by such certificate were exchanged, until a replacement certificate representing such Discreet Common Shares is delivered in accordance with section 4.1. (Ad) each Subco Share issued The MGI Stock Options, Broker Special Warrants and Intel Warrants outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; (B) each River Wild Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; and (ii) dealt with in accordance with the exchanges referred to above, the shareholders of Amalco will be Ravencrest and the former River Wild ShareholdersArrangement Agreement. (c) Following the Amalgamation referred to in Sections 3.1(a) and 3.1(b) above, Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) creating an unlimited number of Class A common shares (the “Ravencrest Class A Common Shares”); and (ii) creating and attaching to the Ravencrest Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 of the Articles of Ravencrest; (d) each of the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, will be and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) reducing the authorized capital by eliminating the authorized and unissued Ravencrest Shares; (ii) deleting the special rights and restrictions attached to the Ravencrest Shares and Ravencrest Class A Common Shares and by deleting Part 27 of the Articles of Ravencrest in its entirety; and (iii) altering the identifying name of all of the Ravencrest Class A Common Shares to be common shares.

The Arrangement. On Commencing on the Effective Date, each of the following will events set out below shall occur and will shall be deemed to occur occur, except as expressly provided, in the following order and on the days and at the times specified without any further authorization, act or formalityformality required on the part of any Person: (a) The Common Shares held by Dissenting Shareholders who have exercised Dissent Rights which remain valid immediately before the Amalgamating Corporations Effective Time shall be deemed to have been transferred to Aliant and cancelled and shall cease to be outstanding at the Effective Time, and such Dissenting Shareholders will amalgamate pursuant cease to have any rights as Shareholders other than the Act right to be paid the fair value for their Common Shares. (b) Aliant and continue its wholly-owned subsidiaries Aliant AdvanceCom Inc., Aliant Telecom Inc., MT&T Holdings Inc., 4213882 Canada Inc., MT&T Mobility Inc., NewTel Communications (2001) Inc., NewTel Mobility (2001) Inc., Aliant Horizons Inc., Xwave Solutions Inc., 515713 NB Inc., 3808921 Canada Inc. and Newfoundland Telephone (1996) Limited (hereinafter referred to in this paragraph (b) as one company “predecessor corporations”) shall be amalgamated to form Aliant Amalco with the effect that, (i) all of the property of the predecessor corporations held immediately before the amalgamation (except any amounts receivable from any predecessor corporations or shares of any predecessor corporations) shall become the property of Aliant Amalco; (ii) all of the liabilities of the predecessor corporations immediately before the amalgamation (except amounts payable to any predecessor corporations) shall become liabilities of Aliant Amalco; (iii) all of the shares of the predecessor corporations held by Aliant or another of the predecessor corporations immediately before the amalgamation shall be cancelled; (iv) the directors of Aliant Amalco shall be the same persons who are directors of Aliant; and (v) the by-laws of Aliant Amalco, until repealed, amended or altered, shall be the by-laws of Aliant. (c) At 4:00 p.m. (Toronto time) on the Effective Date, Wireline LP shall be formed, having Aliant Amalco as its general partner and ▇▇▇▇ Canada as its initial limited partner, and upon the formation of Wireline LP, ▇▇▇▇ Canada shall contribute the Tangible Rural Wireline Assets to Wireline LP in exchange for Class B exchangeable limited partnership units of Wireline LP, all in accordance with the terms of Exhibit I to Schedule K of the Arrangement Agreement. (d) At 4:00 p.m. (Toronto time) on the Business Day following the contribution described in paragraph (c) above, Aliant Amalco shall, in accordance with the terms and conditionsof Exhibit II to Schedule K of the Arrangement Agreement, contribute all of its assets (other than the excluded assets specified in such Exhibit II to Schedule K) to Wireline LP in exchange for: (i) the name assumption by Wireline LP of Amalco will be all of Aliant Amalco’s liabilities (other than the excluded liabilities specified in such Exhibit II to Schedule K), and (ii) Class A limited partnership units of Wireline LP. (e) At 4:00 p.m. (Toronto time) on the Business Day following the contribution described in paragraph (d) above, or such earlier or later date as BCE and Aliant may, having regard to tax matters, agree, each acting reasonably (the “River Wild Exploration Inc.” and the registered office of Amalco will be located at 2600 - Closing Date”), ▇▇▇▇ Canada shall exchange the Other Rural Wireline Assets with Wireline LP for the Wireless Assets and the Purchased Retail Assets, and shall assume the Assumed Wireless Liabilities and Wireline LP shall: (i) issue a non-interest bearing demand promissory note to ▇▇▇▇ ▇▇▇▇Canada as contemplated in Exhibit III to Schedule K of the Arrangement Agreement, (ii) assume the Assumed Wireline Liabilities, and (iii) issue Class B exchangeable limited partnership units of Wireline LP to ▇▇▇▇ ▇▇▇▇▇▇Canada as contemplated in Exhibit III to Schedule K of the Arrangement Agreement, ▇▇▇▇▇▇▇▇▇all in accordance with the terms of Exhibit III to Schedule K of the Arrangement Agreement. All transactions set forth in this Section 3.1 following the transaction set forth in this paragraph (e) shall occur on the Closing Date in the order set forth below. (f) All outstanding Options shall be terminated (without payment) and cease to have any further force or effect. (g) Parent Trust shall purchase each issued and outstanding Common Share (other than a number of Common Shares then held by BCE and elected by BCE, ▇▇▇pursuant to the terms of the Arrangement Agreement, to be exchanged pursuant to paragraph (i), below), free of any claims, in return for one newly-issued Parent Trust Unit for each Common Share. (h) Simultaneously with the transfers described in paragraphs (i) and (j) below, Parent Trust shall transfer the Common Shares acquired by it in paragraph (g), above to Holdings Trust in consideration for Holdings Trust Units and Holdings Trust Notes. (i) Simultaneously with the transfers described in paragraph (h), above and paragraph (j), below, each remaining Common Share then held by BCE shall be contributed by BCE to Holdings LP (free of any claims) in exchange for Holdings Class 1 Exchangeable LP Units and GP Shares on a one-for-one basis. (j) Simultaneously with the transfers described in paragraphs (h) and (i) above, BCE shall contribute all of the common shares of BNG to Holdings LP (free of any claims) in exchange for a number of Holdings Class 1 Exchangeable LP Units and GP Shares determined in accordance with the terms of the Arrangement Agreement. (k) Parent Trust shall issue to BCE and ▇▇▇▇ ▇▇▇▇Canada a number of Special Voting Units equal to the number of Holdings Class 1 Exchangeable LP Units and Class B exchangeable limited partnership units of Wireline LP, respectively, held by them. (l) Parent Trust shall grant the Exchange Rights to BCE and ▇▇▇▇ ▇▇▇ ▇▇▇Canada. (m) Holdings Trust shall contribute the Common Shares held by it to Holdings LP in return for Holdings Class 2 LP Units and GP Shares. (n) Holdings LP shall transfer the Common Shares held by it to Acquisitionco in return for Acquisitionco Notes, preferred shares of Acquisitionco and common shares of Acquisitionco. (o) Aliant Amalco and Acquisitionco (hereinafter referred to in this paragraph (o) as “predecessor corporations”) shall be amalgamated to form Wireline GP with the effect that, (i) all of the property of the predecessor corporations held immediately before the amalgamation (except any amounts receivable from any predecessor corporations or shares of any predecessor corporations) shall become the property of Wireline GP; (ii) the Certificate of Amalgamation resulting from the Amalgamation all of the Amalgamating Corporations will be deemed liabilities of the predecessor corporations immediately before the amalgamation (except amounts payable to be the Certificate any predecessor corporations) shall become liabilities of Incorporation of AmalcoWireline GP; (iii) Amalco will have as its Notice all of Articles, the notice of articles contained in Common Shares held by Acquisitionco immediately before the Amalgamation Applicationamalgamation shall be cancelled; (iv) the articles directors of Amalco will Wireline GP shall be the articles same persons who are directors of Subco;Aliant Amalco; and (v) there will the by-laws of Wireline GP, until repealed, amended or altered, shall be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise;by-laws of Aliant Amalco. (vip) Holdings LP shall transfer the Amalgamating Corporations will cease preferred shares of Wireline GP held by it to exist as entities separate from Amalco; (vii) Amalco will continue to hold all of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue to be liable BNG in return for the liabilities and obligations of each of the Amalgamating Corporations, including all rights of creditors or others; (ix) all rights, contracts, permits and interests of the Amalgamating Corporations will continue as rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations continued and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations under any such rights, contracts, permits and interests; (x) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xi) any civil, criminal or administrative action or proceeding pending by or against either or both of the Amalgamating Corporations may be continued to be prosecuted by or against Amalco; (xii) any conviction against, or ruling, order or judgment in favour of or against, either of the Amalgamating Corporations may be enforced by or against Amalco; (xiii) the board of directors of Amalco will consist of three directors. The first directors of Amalco will be the persons whose names and municipality of residence appear below: ▇▇▇▇ ▇▇▇▇▇ Sechelt, British Columbia ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Columbia, South Carolina ▇▇▇▇ ▇. ▇▇▇▇▇ Lakewood, Colorado (b) on the Amalgamation: (i) the issued and outstanding common shares of each BNG and subordinated notes of BNG having a principal amount not more than the Amalgamating Corporations will be exchanged for Amalco Shares as follows: (A) each Subco Share issued redemption price of such preferred shares and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; (B) each River Wild Share issued an interest rate and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; and (ii) in accordance with the exchanges referred to aboveother terms mutually agreed by BCE and Aliant, the shareholders of Amalco will be Ravencrest and the former River Wild Shareholdersacting reasonably. (c) Following the Amalgamation referred to in Sections 3.1(a) and 3.1(b) above, Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) creating an unlimited number of Class A common shares (the “Ravencrest Class A Common Shares”); and (ii) creating and attaching to the Ravencrest Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 of the Articles of Ravencrest; (d) each of the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, will be and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) reducing the authorized capital by eliminating the authorized and unissued Ravencrest Shares; (ii) deleting the special rights and restrictions attached to the Ravencrest Shares and Ravencrest Class A Common Shares and by deleting Part 27 of the Articles of Ravencrest in its entirety; and (iii) altering the identifying name of all of the Ravencrest Class A Common Shares to be common shares.

The Arrangement. On At the Effective DateTime, the following events and transactions set out in Subsections 2.2(a) to 2.2(i), inclusive, will occur and will be deemed to occur sequentially, in five-minute intervals in the order set out below, without any further authorization, act or formalityformality required on the part of any person: (a) each Star Copper Share held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred by the Amalgamating Corporations will amalgamate pursuant holder thereof, without any further act or formality on its part, free and clear of all Liens, to Star Copper for cancellation in consideration for a claim against Star Copper for the Act and continue as one company on the following terms and conditionsamount determined under Article 3 of this Plan of Arrangement, and: (i) the name of Amalco will be “River Wild Exploration Inc.” and the registered office of Amalco will be located at 2600 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇; (ii) the Certificate of Amalgamation resulting from the Amalgamation of the Amalgamating Corporations will be deemed such Dissenting Shareholders shall cease to be the Certificate holders of Incorporation such Star Copper Shares and to have any rights as holders of Amalco; (iii) Amalco will have as its Notice of Articles, such Star Copper Shares other than the notice of articles contained in the Amalgamation Application; (iv) the articles of Amalco will be the articles of Subco; (v) there will be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise; (vi) the Amalgamating Corporations will cease to exist as entities separate from Amalco; (vii) Amalco will continue to hold all of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue right to be liable paid fair value for the liabilities and obligations of each of the Amalgamating Corporations, including all rights of creditors or others; (ix) all rights, contracts, permits and interests of the Amalgamating Corporations will continue as rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations continued and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations under any such rights, contracts, permits and interests; (x) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xi) any civil, criminal or administrative action or proceeding pending by or against either or both of the Amalgamating Corporations may be continued to be prosecuted by or against Amalco; (xii) any conviction against, or ruling, order or judgment in favour of or against, either of the Amalgamating Corporations may be enforced by or against Amalco; (xiii) the board of directors of Amalco will consist of three directors. The first directors of Amalco will be the persons whose names and municipality of residence appear below: ▇▇▇▇ ▇▇▇▇▇ Sechelt, British Columbia ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Columbia, South Carolina ▇▇▇▇ ▇. ▇▇▇▇▇ Lakewood, Colorado (b) on the Amalgamation: (i) the issued and outstanding common shares of each of the Amalgamating Corporations will be exchanged for Amalco Star Copper Shares as follows: (A) each Subco Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; (B) each River Wild Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Shareset out in Section 3.1; and (ii) in accordance with such Dissenting Shareholders’ names shall be removed as the exchanges referred holders of such Star Copper Shares from the securities registers of Star Copper Shares maintained by or on behalf of Star Copper and such Star Copper Shares shall be cancelled and cease to above, the shareholders of Amalco will be Ravencrest and the former River Wild Shareholders.outstanding; (cb) Following Star Copper shall undertake a reorganization of capital within the Amalgamation referred meaning of Section 86 of the ITA pursuant to in Sections 3.1(a) and 3.1(b) above, Ravencrestwhich Star Copper’s authorized share structure, structure and its Notice of Articles and Articles will be altered by: (i) creating an unlimited number renaming and redesignating all of the issued and unissued Star Copper Common Shares as “Class A common Common shares (without par value” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the “Ravencrest Star Copper Class A Common Shares”); and (ii) creating a new class consisting of an unlimited number “common shares without par value” with terms and attaching to the Ravencrest Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 identical to those of the Star Copper Common Shares immediately prior to the Effective Time, being the “New Star Copper Shares”; (c) Star Copper’s Notice of Articles shall be amended to reflect the alterations in Section 2.2(b) of Ravencrestthis Plan of Arrangement; (d) each of Star Copper Stock Option outstanding immediately before the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, Effective Date will be and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered byfor: (i) reducing one New Star Copper Stock Option to acquire one New Star Copper Share having an exercise price equal to the authorized capital product of the original exercise price of the Star Copper Stock Option multiplied by eliminating the authorized fair market value of a New Star Copper Share at the Effective Time divided by the total of the fair market value of a New Star Copper Share and unissued Ravencrest Shares;the fair market value of one-third of a Spinco Share at the Effective Time; and (ii) deleting the special rights and restrictions attached one Spinco Stock Option to acquire one-third of a Spinco Share, each Spinco Stock Option having an exercise price equal to the Ravencrest product of the original exercise price of the Star Copper Stock Option multiplied by the fair market value of one-third of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Star Copper Share and one-third 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 New Star Copper Stock Option and the Spinco Stock Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Star Copper Stock Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Star Copper Stock Options for New Star Copper Stock Options and Spinco Stock Options; (e) except as set out above and herein, the term to expiry, conditions to and manner of exercising, vesting schedule, the status under applicable laws, and all other terms and conditions of the New Star Copper Stock Options and the Spinco Stock Options will otherwise be unchanged from those contained in or otherwise applicable to the related Star Copper Stock Option (except that: (i) all Spinco Stock Options issued hereunder shall vest and become exercisable in full on the Effective Date; (ii) the holders will not be entitled, on exercise, to receive Spinco Shares if such Spinco Stock Options are exercised (A) more than one year following the Effective Date of the Arrangement in the event the holder is not eligible to participate in Spinco’s stock option plan following the Effective Date; or (B) more than 90 days (or 30 days if the holder was engaged in Investor Relations Activities, as such term is defined in the stock option plan of Spinco) following the date on which such holder, following the completion of the Arrangement, ceases to be eligible to participate in Spinco’s stock option plan; and Ravencrest (iii) all Spinco Stock Options issued hereunder shall otherwise be governed by and subject to the terms of Spinco’s stock option plan); (f) each Star Copper Shareholder will exchange each Star Copper Class A Common Share held at the Effective Time for (A) one New Star Copper Share, and (B) one-third of a Spinco Share, and the holders of the Star Copper Class A Common Shares will be removed from the central securities register of Star Copper as the holders of such and will be added to the central securities register of Star Copper as the holders of the number of New Star Copper Shares that they have received on the exchange set forth in this Section 2.2(f), and the Spinco Shares transferred to the then holders of the Star Copper Class A Common Shares will be registered in the name of the former holders of the Star Copper Class A Common Shares and by deleting Part 27 Star Copper will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of the Articles of Ravencrest in its entirety; andSpinco; (iiig) altering the identifying name of all of the Ravencrest issued Star Copper Class A Common Shares shall be cancelled with the appropriate entries being made in the central securities register of Star Copper, and the aggregate paid-up capital (as that term is used for purposes of the ITA) of the New Star Copper Shares will be equal to that of the Star Copper Common Shares immediately prior to the Effective Time less the fair market value of the Spinco Shares distributed pursuant to Section 2.2(f) of this Plan of Arrangement; (h) the authorized share structure of Star Copper shall be common sharesaltered to eliminate the Star Copper Class A Common Shares, none of which are issued and outstanding, and to delete the rights, privileges, restrictions and conditions attached to the Star Copper Class A Common Shares; (i) Star Copper’s Notice of Articles shall be amended to reflect the alterations in Section 2.2(h) of this Plan of Arrangement; and the exchanges, cancellations and steps provided for in this Section 2.2 shall be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Time.

The Arrangement. On Commencing at the Effective DateTime, except as otherwise noted herein, the following will occur and will be deemed to occur in the following order without any further authorization, act or formalityformality on the part of any Person: (a) all Dissent Securities held by Dissenting Securityholders will be deemed to have been transferred to Orex, and: (i) each Dissenting Securityholder will cease to have any rights as an Orex Securityholder other than the Amalgamating Corporations right to be paid by Orex, in accordance with the Dissent Rights, the fair value of such Dissent Securities; (ii) the Dissenting Securityholder's name will amalgamate pursuant be removed as the holder of such Dissent Securities from the applicable securities register(s) of Orex; (iii) the Dissent Securities will be cancelled; and (iv) the Dissenting Securityholder will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Dissent Securities; (b) five (5) minutes after the Act and continue as one company on Effective Time, Orex will undertake a reorganization of capital within the meaning of Section 86 of the Tax Act, which organization will occur in the following terms and conditionsorder: (i) the identifying name of Amalco the Orex Shares will be “River Wild Exploration Inc.” and the registered office of Amalco changed from "Common" shares to "Class A Common" shares, there will be located at 2600 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇created and attached to the Orex Shares the special rights set out in Appendix "A" to this Plan of Arrangement, ▇▇▇▇▇▇▇▇▇the New Common Shares, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇being shares without par value, will be created as a class, the identifying name of the New Common Shares will be "Common" shares, the maximum number of New Common Shares which Orex will be authorized to issue will be unlimited, there will be added to Orex's articles Part 27 thereof as set out in Appendix "A" and Orex's notice of articles will be altered accordingly; (ii) each outstanding Orex Share will be exchanged (without any further act or formality on the Certificate part of Amalgamation resulting the Orex Shareholder), free and clear of all Encumbrances, for one (1) New Common Share and one (1) Spinco Share, and the Orex Shares will thereupon be cancelled, and: (A) the holders of Orex Shares will cease to be the holders thereof and cease to have any rights or privileges as holders of Orex Shares; (B) the holders' names will be removed from the Amalgamation securities register of the Amalgamating Corporations Orex; and (C) each Orex Shareholder will be deemed to be the Certificate holder of Incorporation the New Common Shares and the Spinco Shares, in each case, free and clear of Amalcoany Encumbrances, exchanged for the Orex Shares and will be entered into the securities register of Orex and Spinco, as the case may be, as the registered holder thereof; (iii) Amalco the authorized share capital of Orex will have as its Notice be amended by the elimination of Articlesthe Orex Shares, the special rights attached to such shares and Part 27 of Orex's articles will be deleted and the notice of articles contained in the Amalgamation Application;and articles of Orex will be deemed to be amended accordingly; and (iv) the articles stated capital of Amalco Orex for the outstanding New Common Shares will be an amount equal to the articles paid-up capital for the purposes of Subcothe Tax Act of Orex for the Orex Shares, less the fair value of the Spinco Shares distributed on such exchange as determined by the Orex Board; (vc) there will be no restrictions on ten (10) minutes after the business which Amalco is authorized to carry on or Effective Time, notwithstanding the powers which Amalco may exercise; (vi) the Amalgamating Corporations will cease to exist as entities separate from Amalco; (vii) Amalco will continue to hold all terms of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue to be liable for the liabilities and obligations of each of the Amalgamating CorporationsOrex Option Plan, including all rights of creditors or others; (ix) all rights, contracts, permits and interests of the Amalgamating Corporations will continue as rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations continued and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations under any such rights, contracts, permits and interests; (x) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xi) any civil, criminal or administrative action or proceeding pending by or against either or both of the Amalgamating Corporations may be continued to be prosecuted by or against Amalco; (xii) any conviction against, or ruling, order or judgment in favour of or against, either of the Amalgamating Corporations may be enforced by or against Amalco; (xiii) the board of directors of Amalco will consist of three directors. The first directors of Amalco will be the persons whose names and municipality of residence appear below: ▇▇▇▇ ▇▇▇▇▇ Sechelt, British Columbia ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Columbia, South Carolina ▇▇▇▇ ▇. ▇▇▇▇▇ Lakewood, Colorado (b) on the Amalgamationagreement made thereunder: (i) each Orex Option exercisable for an Orex Share that is outstanding immediately before the issued and outstanding common shares of each of the Amalgamating Corporations Effective Time which has not been duly exercised or cancelled will be and will be deemed to be exchanged for Amalco Shares as followsfor: (A) one (1) fully-vested New Orex Option to purchase from Orex one (1) New Common Share for every Orex Share that could be purchased under the Orex Option. Each New Orex Option will be governed by the terms of the New Orex Option Plan and will have: (1) an exercise price per New Common Share (rounded up to the nearest whole cent) equal to the exercise price of each Subco Share issued and outstanding Orex Option so exchanged immediately prior to before the Effective Time will be exchanged multiplied by the Valuation Factor; and (2) the same expiry date as the expiry date of the Orex Option for one Amalco Share;which such New Orex Option was exchanged; and (B) one (1) fully-vested Spinco Option to purchase from Spinco one (1) Spinco Share for every Orex Share that could be purchased under the Orex Option. Each Spinco Option will be governed by the terms of the Spinco Option Plan and will have: (1) an exercise price per Spinco Share (rounded up to the nearest whole cent) equal to the exercise price of each River Wild Share issued and outstanding such Orex Option so exchanged immediately prior to before the Effective Time will be exchanged multiplied by a number which is equal to one (1) minus the Valuation Factor; and (2) the same expiry date as the expiry date of the Orex Option for one Amalco Sharewhich such Spinco Option was exchanged; and (ii) in accordance with the exchanges referred to above, the shareholders of Amalco Orex Option Plan will be Ravencrest terminated, and neither Orex nor any Orex Optionholder will have any rights, liabilities or obligations with respect to the former River Wild Shareholders.Orex Option Plan, any Orex Option or any agreements made in connection therewith; and (ciii) Following the Amalgamation referred to in Sections 3.1(a) respective option registers of Orex and 3.1(b) above, Ravencrest’s authorized share structure, its Notice of Articles and Articles Spinco will be altered bydeemed to be amended accordingly; and (d) fifteen (15) minutes after the Effective Time, notwithstanding the terms of any Orex Warrant Certificate: (i) creating each Orex Warrant exercisable for an unlimited number Orex Share that is outstanding immediately before the Effective Time which has not been duly exercised or cancelled will be and will be deemed to be exchanged for: (A) one (1) New Orex Warrant to purchase from Orex one (1) New Common Share for every Orex Share that could be purchased under the Orex Warrant. Each New Orex Warrant will be governed by the terms of Class A common shares the New Orex Warrant Certificate and will have: (1) an exercise price per New Common Share equal to the “Ravencrest Class A Common Shares”)exercise price of the Orex Warrant for which such New Orex Warrant was exchanged; and (2) the same expiry date as the expiry date of the Orex Warrant for which such New Orex Warrant was exchanged; and (B) one (1) Spinco Warrant to purchase from Spinco one (1) Spinco Share for every Orex Share that could be purchased under the Orex Warrant. Each Spinco Warrant will be governed by the terms of the Spinco Warrant Certificate and will have: (1) an exercise price per Spinco Share equal to the exercise price of the Orex Warrant for which such Spinco Warrant was exchanged; and (2) the same expiry date as the expiry date of the Orex Warrant for which such Spinco Warrant; and (ii) creating and attaching to the Ravencrest Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 of the Articles of Ravencrest; (d) each of the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, Orex Warrant Certificates representing the Orex Warrants so exchanged will be cancelled, and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal neither Orex nor any Orex Warrantholder will have any rights, liabilities or obligations with respect to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) reducing the authorized capital by eliminating the authorized and unissued Ravencrest Shares; (ii) deleting the special rights and restrictions attached to the Ravencrest Shares and Ravencrest Class A Common Shares and by deleting Part 27 of the Articles of Ravencrest Orex Warrant Certificates or any other agreements made in its entiretyconnection therewith; and (iii) altering the identifying name respective warrant registers of Orex and Spinco will be deemed to be amended accordingly, provided that none of the foregoing will occur or be deemed to occur unless all of the Ravencrest Class A Common Shares foregoing occurs or is deemed to be common sharesoccur.

The Arrangement. On the Effective Date, the following will shall occur and will be deemed to occur in the following order without any further authorization, act or formality: (a) each issued Western Copper Share held by a dissenting Shareholder (for greater certainty, being a Western Copper Shareholder who has duly complied with the Amalgamating Corporations will procedures set out in Article 4 and is ultimately entitled to be paid for their dissenting shares) is acquired by Western Copper in consideration for Western Copper agreeing to pay the amount to be paid as determined in accordance with Article 4 of this Plan of Arrangement in respect of the dissenting shares; (b) the stated capital in respect of the Moraga Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (c) CRS and Moraga shall amalgamate pursuant to form one corporate entity (“Amalco”) under the Act provisions of section 273 of the Act; (d) from and continue as one company on after the following terms and conditions:Effective Date, at the time of the step contemplated in Section 3.01(c): (i) the name of Amalco will be “River Wild Exploration Inc.” own and hold all of the registered office property of Amalco CRS and Moraga and, without limiting the provisions hereof, all rights of creditors or others will be located at 2600 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇unimpaired by such amalgamation, ▇▇▇▇▇▇▇▇▇and all liabilities and obligations of CRS and Moraga, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such liabilities and obligations had been incurred or contracted by it; (ii) the Certificate of Amalgamation resulting from the Amalgamation of the Amalgamating Corporations will be deemed to be the Certificate of Incorporation of Amalco; (iii) Amalco will have as its Notice of Articles, the notice of articles contained in the Amalgamation Application; (iv) the articles of Amalco will be the articles of Subco; (v) there will be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise; (vi) the Amalgamating Corporations will cease to exist as entities separate from Amalco; (vii) Amalco will continue to hold liable for all of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations, including all rights of creditors or othersCRS and Moraga; (ixiii) all rights, contracts, permits and interests of the Amalgamating Corporations CRS and Moraga will continue as be rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations CRS and Moraga continued and, for greater certainty, the Amalgamation amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations CRS or Moraga under any such rights, contracts, permits and interests; (xiv) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xiv) any civil, criminal or administrative action or proceeding pending by or against either CRS or both of the Amalgamating Corporations may Moraga will be continued to be prosecuted by or against Amalco; (xiivi) any a conviction against, or ruling, order or judgment in favour of or against, against either of the Amalgamating Corporations CRS or Moraga may be enforced by or against Amalco; (xiiivii) Amalco will refrain from issuing any securities in connection with the amalgamation, the CRS Shares outstanding immediately prior to the amalgamation will become Amalco Shares on the amalgamation, and all of the issued and outstanding Moraga Shares will be cancelled without any repayment of capital in respect thereof; (viii) the board of directors name of Amalco will consist of three directors. The first directors of Amalco will shall be the persons whose names “CRS Copper Resources Corp.” and municipality of residence appear below: ▇▇▇▇ ▇▇▇▇▇ Sechelt, British Columbia ▇▇. its registered office shall be located at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Columbia, South Carolina ▇▇▇▇ ▇. ▇▇▇▇▇ Lakewood▇, ColoradoVancouver, B.C. V6C 2T5; (bix) on Amalco shall have as its notice of articles and articles the Amalgamation:notice of articles and articles of CRS; (ix) the issued and outstanding stated capital of the Amalco Shares will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the common shares of each of the Amalgamating Corporations will be exchanged for Amalco Shares as follows: (A) each Subco Share issued and outstanding CRS immediately prior to the Effective Time will be exchanged for one Amalco Shareamalgamation; (B) each River Wild Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; and (ii) in accordance with the exchanges referred to above, the shareholders of Amalco will be Ravencrest and the former River Wild Shareholders. (c) Following the Amalgamation referred to in Sections 3.1(a) and 3.1(b) above, Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) creating an unlimited number of Class A common shares (the “Ravencrest Class A Common Shares”); and (ii) creating and attaching to the Ravencrest Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 of the Articles of Ravencrest; (d) each of the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, will be and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) reducing the authorized capital by eliminating the authorized and unissued Ravencrest Shares; (ii) deleting the special rights and restrictions attached to the Ravencrest Shares and Ravencrest Class A Common Shares and by deleting Part 27 of the Articles of Ravencrest in its entirety; and (iii) altering the identifying name of all of the Ravencrest Class A Common Shares to be common shares.

The Arrangement. On At the Effective DateTime, the following will shall occur and will shall be deemed to occur in the following order without any further authorization, act or formality: (a) the Amalgamating Corporations will shall amalgamate pursuant to the Act CBCA and continue as one company corporation on the following terms and conditionsprescribed in this Plan of Arrangement and: (i) the property of each Amalgamating Corporation continues to be the property of Amalco; (ii) Amalco continues to be liable for the obligations of each Amalgamating Corporation; (iii) an existing cause of action, claim or liability to prosecution is unaffected; (iv) a civil, criminal or administrative action or proceeding pending by or against an Amalgamating Corporation may be continued to be prosecuted by or against Amalco; (v) a conviction against, or ruling, order or judgement in favour of or against, an Amalgamating Corporation may be enforced by or against Amalco; and (vi) the Articles of Arrangement are deemed to be the articles of incorporation of Amalco and the Certificate is deemed to be the certificate of incorporation of Amalco; (b) on the Amalgamation: (i) all issued and outstanding Sasamat Shares held by Non-Dissenting Shareholders shall be exchanged for fully paid and non-assessable KHD Shares such that each Non-Dissenting Shareholder shall receive in exchange for the aggregate number of Sasamat Shares held by the Non-Dissenting Shareholder such number of fully paid KHD Shares equal to the Share Exchange Ratio multiplied by the aggregate number of Sasamat Shares held by the Non-Dissenting Shareholder, rounded down to the nearest whole number, and a cheque payable to the Non-Dissenting Shareholder equal to the closing price of the KHD Shares on the last trading day before the Effective Date multiplied by, and in lieu of, the fraction of a KHD Share that would otherwise be issuable to the Non-Dissenting Shareholder if the number of KHD Shares was not rounded down to the nearest whole number, provided that any Non-Dissenting Shareholder who is entitled to receive in the aggregate less than one (1) KHD Share shall receive one (1) KHD Share and no other consideration; and (ii) all issued and outstanding Newco Shares shall be converted on a share for share basis into fully paid and non-assessable Amalco Shares on the basis of one Amalco Share for each one Newco Share; (c) all Sasamat Shares held by Newco shall be cancelled without any repayment of capital in respect thereof; (d) the name of Amalco will shall be “River Wild Exploration Inc.” and Sasamat Capital Corporation”; (e) the registered office of Amalco will shall be located at 2600 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇in the Province of British Columbia; (iif) the Certificate authorized capital of Amalgamation resulting from the Amalgamation Amalco shall consist of the Amalgamating Corporations will be deemed to be the Certificate an unlimited number of Incorporation of AmalcoAmalco Shares; (iiig) no shares of Amalco will have as its Notice may be sold, transferred or otherwise disposed of Articleswithout the consent of the directors of Amalco expressed by a resolution of the directors and the directors of Amalco are not required to give any reason for refusing to consent to any such sale, the notice of articles contained in the Amalgamation Applicationtransfer or other disposition; (iv) the articles of Amalco will be the articles of Subco; (vh) there will shall be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise; (vii) the Amalgamating Corporations will cease to exist as entities separate from Amalcoby-laws of Newco shall be the by-laws of Amalco until repealed, amended, altered or added to; (vii) Amalco will continue to hold all of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations, including all rights of creditors or others; (ix) all rights, contracts, permits and interests of the Amalgamating Corporations will continue as rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations continued and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations under any such rights, contracts, permits and interests; (x) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xi) any civil, criminal or administrative action or proceeding pending by or against either or both of the Amalgamating Corporations may be continued to be prosecuted by or against Amalco; (xii) any conviction against, or ruling, order or judgment in favour of or against, either of the Amalgamating Corporations may be enforced by or against Amalco; (xiiij) the board number of directors of Amalco will consist shall be such number not less than one (1) and not more than ten (10) as the Amalco directors may from time to time determine; and (k) the number of three directors. The first directors of Amalco will shall be two (2) and the persons whose names and municipality first directors of residence appear below: ▇▇▇▇ ▇▇▇▇▇ Sechelt, British Columbia ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Columbia, South Carolina Amalco shall be J▇▇▇▇ ▇. ▇▇▇▇▇▇, a resident Canadian, having an address at 12532 – 23rd Avenue, White Rock, British Columbia, V4A 2C4 and M▇▇▇▇▇▇ Lakewood▇. ▇▇▇▇▇, Colorado (b) on the Amalgamation: (i) the issued and outstanding common shares of a non-resident Canadian, having an address at Unit 803 — 8▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Ruttonjee Centre, 1▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ SAR, China, each of whom shall hold office until the Amalgamating Corporations will be exchanged for Amalco Shares as follows: (A) each Subco Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; (B) each River Wild Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; and (ii) in accordance with the exchanges referred to above, the shareholders first annual meeting of Amalco will be Ravencrest and the former River Wild Shareholdersor until his successor is elected or appointed. (c) Following the Amalgamation referred to in Sections 3.1(a) and 3.1(b) above, Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) creating an unlimited number of Class A common shares (the “Ravencrest Class A Common Shares”); and (ii) creating and attaching to the Ravencrest Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 of the Articles of Ravencrest; (d) each of the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, will be and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) reducing the authorized capital by eliminating the authorized and unissued Ravencrest Shares; (ii) deleting the special rights and restrictions attached to the Ravencrest Shares and Ravencrest Class A Common Shares and by deleting Part 27 of the Articles of Ravencrest in its entirety; and (iii) altering the identifying name of all of the Ravencrest Class A Common Shares to be common shares.

The Arrangement. On the Effective Date, the following will shall occur and will be deemed to occur in the following order without any further authorization, act or formality: (a) each issued Western Copper Share held by a dissenting Shareholder (for greater certainty, being a Western Copper Shareholder who has duly complied with the Amalgamating Corporations will procedures set out in Article 4 and is ultimately entitled to be paid for their dissenting shares) is acquired by Western Copper in consideration for Western Copper agreeing to pay the amount to be paid as determined in accordance with Article 4 of this Plan of Arrangement in respect of the dissenting shares; (b) the stated capital in respect of the Moraga Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (c) CRS and Moraga shall amalgamate pursuant to form one corporate entity (“Amalco”) under the Act provisions of section 273 of the Act; (d) from and continue as one company on after the following terms and conditions:Effective Date, at the time of the step contemplated in Section 3.01(c): (i) the name of Amalco will be “River Wild Exploration Inc.” own and hold all of the registered office property of Amalco CRS and Moraga and, without limiting the provisions hereof, all rights of creditors or others will be located at 2600 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇unimpaired by such amalgamation, ▇▇▇▇▇▇▇▇▇and all liabilities and obligations of CRS and Moraga, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such liabilities and obligations had been incurred or contracted by it; (ii) the Certificate of Amalgamation resulting from the Amalgamation of the Amalgamating Corporations will be deemed to be the Certificate of Incorporation of Amalco; (iii) Amalco will have as its Notice of Articles, the notice of articles contained in the Amalgamation Application; (iv) the articles of Amalco will be the articles of Subco; (v) there will be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise; (vi) the Amalgamating Corporations will cease to exist as entities separate from Amalco; (vii) Amalco will continue to hold liable for all of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations, including all rights of creditors or othersCRS and Moraga; (ixiii) all rights, contracts, permits and interests of the Amalgamating Corporations CRS and Moraga will continue as be rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations CRS and Moraga continued and, for greater certainty, the Amalgamation amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations CRS or Moraga under any such rights, contracts, permits and interests; (xiv) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xiv) any civil, criminal or administrative action or proceeding pending by or against either CRS or both of the Amalgamating Corporations may Moraga will be continued to be prosecuted by or against Amalco; (xiivi) any a conviction against, or ruling, order or judgment in favour of or against, against either of the Amalgamating Corporations CRS or Moraga may be enforced by or against Amalco; (xiiivii) Amalco will refrain from issuing any securities in connection with the amalgamation, the CRS Shares outstanding immediately prior to the amalgamation will become Amalco Shares on the amalgamation, and all of the issued and outstanding Moraga Shares will be cancelled without any repayment of capital in respect thereof; (viii) the board of directors name of Amalco will consist of three directors. The first directors of Amalco will shall be the persons whose names “CRS Copper Resources Corp.” and municipality of residence appear below: ▇its registered office shall be located at 1▇▇▇ ▇▇▇▇▇ Sechelt▇, British Columbia ▇▇. ▇ ▇▇▇▇ ▇▇▇▇▇▇ Columbia▇, South Carolina ▇▇▇▇ ▇. ▇▇▇▇▇ LakewoodVancouver, ColoradoB.C. V6C 2T5; (bix) on Amalco shall have as its notice of articles and articles the Amalgamation: notice of articles and articles of CRS; (ix) the issued and outstanding stated capital of the Amalco Shares will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the common shares of each of the Amalgamating Corporations will be exchanged for Amalco Shares as follows: (A) each Subco Share issued and outstanding CRS immediately prior to the Effective Time will be exchanged for one Amalco Shareamalgamation; (B) each River Wild Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; and (ii) in accordance with the exchanges referred to above, the shareholders of Amalco will be Ravencrest and the former River Wild Shareholders. (c) Following the Amalgamation referred to in Sections 3.1(a) and 3.1(b) above, Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) creating an unlimited number of Class A common shares (the “Ravencrest Class A Common Shares”); and (ii) creating and attaching to the Ravencrest Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 of the Articles of Ravencrest; (d) each of the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, will be and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) reducing the authorized capital by eliminating the authorized and unissued Ravencrest Shares; (ii) deleting the special rights and restrictions attached to the Ravencrest Shares and Ravencrest Class A Common Shares and by deleting Part 27 of the Articles of Ravencrest in its entirety; and (iii) altering the identifying name of all of the Ravencrest Class A Common Shares to be common shares.

The Arrangement. On The Arrangement will be comprised of the Effective Datefollowing, which shall be deemed to have occurred under the following will occur Arrangement and will be deemed to occur commencing at the Effective Time in the following chronological order without any further authorization, act or formalityformality notwithstanding anything contained in the provisions attaching to any of the securities of SX or Spinco, but subject to the provisions of Article 5: (a) All Dissenting Shares held by Dissenting Shareholders will be deemed to have been transferred to SX, and: (i) each Dissenting Shareholder will cease to have any rights as a SX Shareholder other than the Amalgamating Corporations right to be paid by SX, in accordance with the Dissent Rights and net of any applicable withholding tax, the fair value of such Dissent Shares; (ii) the Dissenting Shareholder's name will amalgamate pursuant be removed as the holder of such Dissenting Shares from the central securities register of SX; (iii) the Dissenting Shares will be cancelled; and (iv) the Dissenting Shareholder will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Dissenting Shares; (b) Spinco will be deemed to have split the Act outstanding Spinco Shares into that number as is equal to (i) 11,249,825, less (ii) that number as is equal to 11,249,825 multiplied (iii) by the number of Dissenting Shares for which the holders thereof are ultimately entitled to be paid fair value for, divided by that number of SX Shares as are outstanding as of the Share Distribution Record Date (the “Distributable Spinco Shares”), plus (iii) 8,750,175 , plus (iv) the number of Spinco Shares (the “Interim Period Spinco Shares”)issued between the Execution Date and continue as one company the Effective Date (the “Interim Period”), and SX is shown on the central securities register of Spinco as the holder of that number of Spinco Shares as is equal to 8,750,175 plus the number of Distributable Spinco Shares, and the holders of Interim Period Spinco Shares are shown on the central securities register of Spinco as the holder of the number of Spinco Shares they acquired during the Interim Period; (c) SX will be deemed to undertake a reorganization of capital within the meaning of Section 86 of the Tax Act, which reorganization will be deemed to have occured in the following terms order and conditionsinclude the following steps: (i) the identifying name of Amalco the SX Shares will be changed from “River Wild Exploration Inc.Common Shares” to “Class A Common Shares” (“SX Class A Shares”) and the registered office of Amalco special rights and restrictions attached to such shares will be located amended to provide that each SX Class A Share is entitled to two votes at 2600 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇any meeting of the shareholders of SX, ▇▇▇▇▇▇▇▇▇and, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇to reflect such amendments, SX’s articles will be deemed to be amended by adding a new new schedule as set out in Appendix I to this Plan of Arrangement and SX’s notice of articles will be deemed to be amended accordingly; (ii) the Certificate New Shares will be created as a new class of Amalgamation resulting common shares without par value and without any special rights and restrictions, the identifying name of the New Shares will be “Common Shares,” and the maximum number of New Shares which SX will be authorized to issue will be unlimited; (iii) each outstanding SX Class A Share will be exchanged (without any further act or formality on the part of the SX Shareholder), free and clear of all Encumbrances, for one (1) New Share and that number of Spinco Shares that is equal to the Exchange Factor, and the SX Class A Shares will thereupon be cancelled, and: (A) the holders of SX Class A Shares will cease to be the holders thereof and cease to have any rights or privileges as holders of SX Class A Shares; (B) the holders of SX Class A Shares names will be removed from the Amalgamation securities register of the Amalgamating Corporations SX; and (C) each SX Shareholder will be deemed to be the Certificate holder of Incorporation the New Shares and the Distributable Spinco Shares exchanged for the SX Class A Shares, in each case, free and clear of Amalco; (iii) Amalco any Encumbrances, and will have be entered into the securities register of SX and Spinco, as its Notice of Articlesthe case may be, as the notice of articles contained in the Amalgamation Applicationregistered holder thereof; (iv) the articles authorized share capital of Amalco SX will be amended by the articles elimination of Subcothe SX Class A Shares and the special rights and restrictions attached to such shares; (v) there the capital of SX in respect of the New Shares will be no restrictions an amount equal to the paid- up capital for the purposes of the Tax Act in respect of the SX Shares immediately prior to the Effective Time, less the fair market value of the Distributable Spinco Shares distributed on the business which Amalco is authorized to carry on or the powers which Amalco may exercise;such exchange; and (vi) the Amalgamating Corporations will cease to exist as entities separate from Amalco; (vii) Amalco will continue to hold all of the assets and properties of each of the Amalgamating Corporations; (viii) Amalco will continue to be liable for the liabilities and obligations of each of the Amalgamating Corporationsoutstanding SX Convertible Securities will, including all rights of creditors or others; (ix) all rights, contracts, permits and interests of the Amalgamating Corporations will continue as rights, contracts, permits and interests of Amalco as if the Amalgamating Corporations continued and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of the rights or obligations of either of the Amalgamating Corporations under without any such rights, contracts, permits and interests; (x) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations will be unaffected; (xi) any civil, criminal or administrative further action or proceeding pending by or against either or both of the Amalgamating Corporations may be continued to be prosecuted by or against Amalco; (xii) any conviction against, or ruling, order or judgment in favour of or against, either of the Amalgamating Corporations may be enforced by or against Amalco; (xiii) the board of directors of Amalco will consist of three directors. The first directors of Amalco will be the persons whose names and municipality of residence appear below: ▇▇▇▇ ▇▇▇▇▇ Sechelt, British Columbia ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Columbia, South Carolina ▇▇▇▇ ▇. ▇▇▇▇▇ Lakewood, Colorado (b) on the Amalgamation: (i) the issued and outstanding common shares part of each any holder of the Amalgamating Corporations will an SX Convertible Securities, be exchanged for Amalco a convertible securities exercisable or exchangeable, as the case may be, to purchase New Shares as follows: (A) each Subco Share issued the “SX New Convertible Securities”), and any certificate representing the SX Convertible Securities, outstanding immediately prior to the Effective Time will be exchanged continue in effect as SX New Convertible Securities, on the same terms and conditions as SX Convertible Securities. SX will take all corporate action necessary to reserve for one Amalco Share; (B) each River Wild Share issued and outstanding immediately prior to the Effective Time will be exchanged for one Amalco Share; and (ii) in accordance with the exchanges referred to above, the shareholders of Amalco will be Ravencrest and the former River Wild Shareholders. (c) Following the Amalgamation referred to in Sections 3.1(a) and 3.1(b) above, Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) creating an unlimited issuance a sufficient number of Class A common shares (the “Ravencrest Class A Common Shares”); and (ii) creating and attaching to the Ravencrest New Shares and the Ravencrest Class A Common Shares the special rights and restrictions attached hereto as Schedule I which will be contained in Part 27 for delivery upon exercise of the Articles of Ravencrest; (d) each of the issued Ravencrest Shares, other than Ravencrest Shares held by Ravencrest Shareholders who have exercised Dissent Rights, will be and be deemed to be exchanged for one Ravencrest Class A Common Share and such number of Amalco Shares held by Ravencrest equal to the Share Distribution Ratio, and the Ravencrest Shares will be cancelled and will form part of the authorized but unissued share capital of Ravencrest and no Ravencrest Shares will remain outstanding; and (e) Ravencrest’s authorized share structure, its Notice of Articles and Articles will be altered by: (i) reducing the authorized capital by eliminating the authorized and unissued Ravencrest Shares; (ii) deleting the special rights and restrictions attached to the Ravencrest Shares and Ravencrest Class A Common Shares and by deleting Part 27 of the Articles of Ravencrest in its entirety; and (iii) altering the identifying name of all of the Ravencrest Class A Common Shares to be common sharesSX New Convertible Securities.