GOLD STANDARD VENTURES CORP. AND BATTLE MOUNTAIN GOLD INC.

EXECUTION VERSION

GOLD STANDARD VENTURES CORP.

AND

BATTLE MOUNTAIN GOLD INC.

DATED APRIL 11, 2017

TABLE OF CONTENTS

Page

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ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated April 11, ▇▇▇▇,

▇ ▇ ▇ ▇ ▇ ▇ ▇:

GOLD STANDARD VENTURES CORP., a corporation existing pursuant to the laws of the Province of British Columbia with an office at Suite 610 - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ (“GSV”)

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BATTLE MOUNTAIN GOLD INC., a corporation existing pursuant to the laws of the Province of British Columbia with an office at Suite 300 - 1055 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ (“BMG”)

WHEREAS GSV holds approximately 28% of the BMG Shares (as defined below);

AND WHEREAS GSV and BMG wish to enter into a transaction providing for the acquisition by GSV of all of the remaining BMG Shares (as defined below);

AND WHEREAS GSV and BMG intend to carry out the transactions contemplated by this Agreement (as defined below) by way of an arrangement under the provisions of the BCBCA (as defined below);

AND WHEREAS the BMG Board (as defined below), after consultation with its financial and legal advisors, has determined unanimously that the Plan of Arrangement (as defined below) is fair to the BMG Securityholders (as defined below) (other than GSV and its affiliates) and is in the best interests of BMG and has resolved unanimously to recommend to the BMG Securityholders that they vote in favour of the Arrangement Resolution (as defined below);

AND WHEREAS immediately prior, and as a condition precedent in favour of GSV, to the execution and delivery of this Agreement, GSV has entered into the BMG Voting Agreement (as defined below) with all of the directors and officers of BMG;

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

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ARTICLE 1
INTERPRETATION

In this Agreement, unless the context otherwise requires:

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal, expression of interest or inquiry (orally or in writing) from any person (other than GSV or any of its affiliates) after the date of this Agreement, relating to:

“affiliate” means an “affiliated entity” within the meaning of MI 61-101;

“Agreement” means this arrangement agreement, including (unless the context requires otherwise) the Schedules hereto, together with the GSV Disclosure Letter

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and the BMG Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

“Arrangement” means the arrangement proposed pursuant to Division 5 of Part 9 of the BCBCA with respect to, inter alia, BMG, the BMG Securityholders, and GSV on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.3 or the Plan of Arrangement or made at the direction of the Court in the Interim Order or Final Order with the consent of GSV and BMG, each acting reasonably;

“Arrangement Resolution” means the special resolution of the BMG Securityholders approving the Plan of Arrangement by an affirmative vote of at least the following majorities (by tabulating the vote in each of the following three manners): (i) 66⅔% of the votes cast on the Arrangement Resolution by BMG Shareholders present in person or represented by proxy at the BMG Meeting, with each BMG Share entitling the BMG Shareholder to one vote; (ii) 66⅔% of the votes cast on the Arrangement Resolution by BMG Securityholders (voting together as a single class, with each BMG Share entitling the BMG Shareholder to one vote, each BMG Option entitling the BMG Optionholder to one vote for each BMG Share issuable upon exercise thereof, and each BMG Warrant entitling the BMG Warrantholder to one vote for each BMG Share issuable upon exercise thereof) present in person or represented by proxy at the BMG Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolution by BMG Shareholders present in person or represented by proxy at the BMG Meeting (excluding BMG Securities held by certain “related parties” and “interested parties” (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101), which is to be considered at the BMG Meeting and is to be substantially in the form and content of Schedule B to the Arrangement Agreement;

“BCBCA” means the Business Corporations Act (British Columbia);

“BCSC” means the British Columbia Securities Commission;

“BMG Benefit Plans” has the meaning ascribed thereto in Section 3.1(bb)(i);

“BMG Board” means the board of directors of BMG as the same is constituted from time to time;

“BMG Board Recommendation” has the meaning ascribed thereto in Section 3.1(a);

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

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“BMG Concessions” means any mining concession, unpatented mining claim, discovery claim, exploration permit or other right to explore for, exploit, develop, mine or produce Minerals or any interest therein which BMG, any of the BMG Material Subsidiaries, or any of their subsidiaries owns or has a right or option to acquire or use, including for greater certainty the ▇▇▇▇▇ Gold Project, all as listed in Schedule 3.1(t) to the BMG Disclosure Letter;

“BMG Debt” means the intercompany debt which is owing by BMG US to BMG as a result of BMG funding the exercise of BMG US’s option to acquire a 40% interest in the ▇▇▇▇▇ Gold Project;

“BMG Disclosure Letter” means the disclosure letter executed by BMG and delivered to GSV prior to the execution of this Agreement;

“BMG Fairness Opinions” has the meaning ascribed thereto in Section 3.1(b);

“BMG Financial Advisors” means ▇▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇ & ▇▇▇▇▇, Inc., financial advisors to the BMG Board and the special committee thereof;

“BMG Financial Statements” has the meaning ascribed thereto in Section 3.1(l);

“BMG Lands” means any interests and rights in real and immoveable property interests, including property rights, fee lands, patented mining claims, possession rights, licenses, leases, rights of way, rights to use, surface rights or easements (but excluding the BMG Concessions and the BMG Office Leases) which BMG or the BMG Material Subsidiaries have a right in or interest in or has an option or other right to acquire or use, all as listed in Schedule 3.1(t) to the BMG Disclosure Letter;

“BMG Locked-up Shareholders” means those BMG Securityholders, listed in Schedule E hereto, who have entered into BMG Voting Agreements with GSV pursuant to which they have agreed, subject to the terms of such BMG Voting Agreements, to vote their BMG Securities (including any BMG Shares issued upon the exercise of BMG Options and BMG Warrants) in favour of the Arrangement Resolution;

“BMG Material Adverse Effect” means any change, effect, event, occurrence or state of facts that individually or in the aggregate with other such changes, effects, events, occurrences or states of fact, that is or would reasonably be expected to be material and adverse to the business, assets, capital, properties, liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of BMG and its subsidiaries, taken as a whole, other than any change, effect, event, occurrence or state of facts resulting from:

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provided that, notwithstanding the foregoing, any change, effect, event, occurrence or state of facts described in clauses (b), (c), (d) and (e) of this definition shall constitute a BMG Material Adverse Effect to the extent that any such change, effect, event, occurrence or state of facts has or would reasonably be expected to have, individually or in the aggregate, a disproportionate impact on the business, assets, capital, properties, liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of BMG and its subsidiaries, taken as a whole, relative to other industry participants of similar size;

“BMG Material Contract” means any Contract of BMG or any of its subsidiaries (i) involving current and future aggregate actual or contingent obligations to pay (including advances) to or by BMG or any of its subsidiaries of more than $25,000 in any one year or $50,000 during the entire term (including, if applicable, any renewals thereof); (ii) relating to current or future indebtedness of $50,000 or more; (iii) relating to litigation or settlement thereof which does or could have any actual or contingent obligations or entitlements of BMG or any of its subsidiaries which have not been fully satisfied prior to the date of this Agreement, other than such Contracts which, individually or together, would have aggregate obligations or entitlements of not more than $50,000; (iv) with any Governmental Entity; (v) which limits or purports to limit the ability of any of BMG or any of its subsidiaries or any key executives of BMG or any of its subsidiaries, to compete in any line of business or with any person or in any geographic area or during any period of time; (vi) limits or purports to limit the ability of any of BMG or any of its subsidiaries to solicit any customers, clients or service or product providers of the other parties thereto; (vii) in respect of any joint venture, partnership or shareholders’ agreement; (viii) involving a sharing of profits, losses, costs or liabilities by BMG or any of its subsidiaries with any third party that would result in one or more third parties being entitled to more than

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$25,000 in the aggregate; (ix) the termination of which would reasonably be expected to have an BMG Material Adverse Effect; or (x) with annual payments by BMG or any of its subsidiaries in excess of $25,000 with a term or commitment to or by an BMG or any of its subsidiaries that may reasonably extend beyond one year and which cannot be terminated without penalty on less than sixty (60) days’ notice or which is outside the ordinary course of business;

“BMG Material Subsidiaries” means:

“BMG Meeting” means the special meeting of BMG Securityholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution;

“BMG Office Leases” means the office leases listed in Schedule 3.1(t) of the BMG Disclosure Letter;

“BMG Option” means an option to acquire one or more BMG Shares granted pursuant to the BMG Stock Option Plan;

“BMG Optionholder” means a holder of one or more BMG Options;

“BMG Public Disclosure Record” means all documents and information filed by BMG under applicable Securities Laws and publicly available on the System for Electronic Document Analysis Retrieval (SEDAR) web-site;

“BMG Security” means a BMG Share, a BMG Option or a BMG Warrant;

“BMG Securityholder” means a holder of one or more BMG Shares, BMG Options or BMG Warrants;

“BMG Share” means a common share in the authorized share structure of BMG;

“BMG Shareholder” means a holder of one or more BMG Shares;

“BMG Shareholder Rights Plan” means the shareholder rights plan adopted by BMG pursuant to a shareholder rights plan agreement dated March 5, 2008 between BMG and Computershare Trust Company of Canada, as successor to Pacific Corporate Trust Company;

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“BMG Stock Option Plan” means the Battle Mountain Gold stock option plan dated April 9, 2008, as amended on March 1, 2011, included in the Data Room Information;

“BMG Subco” means BMG Mining Inc.;

“BMG Title Opinions” means one or more legal opinions, dated the Effective Date and addressed to GSV, in respect of title to the BMG Concessions, and in respect of the BMG Concessions confirming that as of the date of such opinion, BMG or one of its subsidiaries has good and marketable title to the BMG Concessions, including for greater certainty the ▇▇▇▇▇ Gold Project, free and clear of all material Liens or material defects of any nature whatsoever, and such qualifications as are noted under the heading “Section 6.2(i) – BMG Title Opinions” of the BMG Disclosure Letter, and that BMG Concessions are in good standing in all material respects, are registered in the name of BMG or one of its the Material Subsidiaries;

“BMG US” means Battle Mountain Gold (USA) Inc.;

“BMG US Debt” means a U.S. dollar denominated intercompany debt owing from BMG US to BMG Subco;

“BMG Voting Agreement” means the voting agreement (including all amendments thereto) between GSV and the BMG Locked-up Shareholders;

“BMG Warrant” means a warrant to acquire one (1) BMG Share;

“BMG Warrantholder” means a holder of one or more BMG Warrants;

“Business Day” means any day, other than a Saturday, a Sunday or any other day on which the principal chartered banks located in Vancouver, British Columbia, are not open for business during normal banking hours;

“Change in Recommendation” has the meaning ascribed thereto in Section 8.2.1(c)(i);

“Competition Act” means the Competition Act (Canada);

“Confidentiality Agreement” means the confidentiality agreement between the Parties dated March 24, 2017;

“Consideration” means the consideration payable by GSV to a person who is, immediately before the Effective Time, a BMG Securityholder, in respect of a BMG Security pursuant to the Plan of Arrangement;

“Contract” means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding or other right or obligation to which BMG or GSV, respectively, or any of their respective subsidiaries is a party or by

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which BMG or GSV, respectively, or any of their respective subsidiaries is bound or affected or to which any of their respective properties or assets is subject and under which any party thereto has continuing rights or obligations;

“Corruption Acts” has the meaning ascribed thereto in Section 3.1(oo);

“Court” means the Supreme Court of British Columbia;

“Cultural Heritage Laws” means all applicable Laws relating to the protection, reconnaissance and preservation of archaeological, historical or cultural evidences, remains, sites, features or artifacts protected under United States legislation;

“Data Room Information” means all information, books, maps, records, reports, files, data, interpretations, papers or other records or documents relating to BMG or GSV and their respective subsidiaries or their respective businesses, contained in the internet-based data room established by or on behalf of BMG or GSV and made available to the other and its advisors prior to the date of this Agreement, at the GSV data room, hosted by GSV at the weblink:
[Redacted for privacy reasons]
and the BMG data room, hosted by BMG at the weblink:
[Redacted for privacy reasons]

“Depositary” means Computershare Investor Services Inc., in its capacity as depositary for the Arrangement;

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

“Effective Date” means the date upon which the Arrangement becomes effective, as provided in the Plan of Arrangement;

“Effective Time” means the commencement of the Effective Date;

“Engagement Letters” has the meaning ascribed thereto in Section 3.1(ll);

“Environmental Laws” means all applicable federal, provincial, state and local Laws, imposing liability or standards of conduct for or relating to the regulation of activities, materials, substances or wastes in connection with or for or to the protection of human health, safety, the environment or natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation);

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“Environmental Liabilities” means, with respect to any person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, consequential damages, treble damages, costs and expenses, fines, penalties and sanctions incurred as a result of or related to any Hazardous Substance or any claim, suit, action, administrative order, investigation, proceeding or demand by any person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, relating to any environmental matter arising under or related to any Environmental Laws, Environmental Permits, or in connection with any Release or threatened Release or presence of a Hazardous Substance whether on, at, in, under, from or about or in the vicinity of any real or personal property;

“Environmental Permits” means all Permits under any Environmental Laws;

“Final Order” means the order made after the application to the Court pursuant to subsection 291(4) of the BCBCA, in a form acceptable to BMG and GSV, each acting reasonably, after a hearing upon the fairness of the terms and conditions of the Arrangement, approving the Arrangement as such order may be amended by the Court (with the consent of both BMG and GSV, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both BMG and GSV, each acting reasonably) on appeal;

“Governmental Entity” means (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, board or authority of any of the foregoing, (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange, including the TSX-V;

“GSV Board” means the board of directors of GSV as the same is constituted from time to time;

“GSV Concessions” means any mining concession, unpatented mining claim, discovery claim, exploration permit or other right to explore for, exploit, develop, mine or produce Minerals or any interest therein which GSV, any of its subsidiaries, owns or has a right or option to acquire or use, including those listed in Schedule 4.1(o) to the GSV Disclosure Letter;

“GSV Disclosure Letter” means the disclosure letter executed by GSV and delivered to BMG prior to the execution of this Agreement;

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“GSV Financial Statements” has the meaning ascribed thereto in Section 4.1(j);

“GSV Lands” means any interests and rights in real and immoveable property interests, including property rights, fee lands, patented mining claim, possession rights, licenses, leases, rights of way, rights to use, surface rights or easements (but excluding the GSV Concessions and the GSV Office Leases) which GSV or its material subsidiaries have a right in or interest in or has an option or other right to acquire or use, all as listed in Schedule 4.1(o) to the GSV Disclosure Letter;

“GSV Material Adverse Effect” means any change, effect, event, occurrence or state of facts that individually or in the aggregate with other such changes, effects, events, occurrences or states of fact, that is or would reasonably be expected to be material and adverse to the business assets, capital, properties, liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of GSV and its subsidiaries, taken as a whole, other than any change, effect, event, occurrence or state of facts resulting from:

provided that, notwithstanding the foregoing, any change, effect, event, occurrence or state of facts described in clauses (b), (c), (d), (e) and (f) of this definition shall constitute a GSV Material Adverse Effect to the extent that any such change, effect, event, occurrence or state of facts has or would reasonably be expected to have, individually or in the aggregate, a disproportionate impact on the business, assets, capital, properties, liabilities, operations, results of operations or condition (financial or otherwise) of GSV and its subsidiaries, taken as a whole, relative to other industry participants of similar size;

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“GSV Material Contract” means any Contract of GSV or any of its subsidiaries (i) involving current and future aggregate actual or contingent obligations to pay (including advances) to or by GSV or any of its subsidiaries of more than $25,000 in any one year or $50,000 during the entire term (including, if applicable, any renewals thereof); (ii) relating to current or future indebtedness of $50,000 or more; (iii) relating to litigation or settlement thereof which does or could have any actual or contingent obligations or entitlements of GSV or any of its subsidiaries which have not been fully satisfied prior to the date of this Agreement, other than such Contracts which, individually or together, would have aggregate obligations or entitlements of not more than $50,000; (iv) with any Governmental Entity; (v) which limits or purports to limit the ability of any of GSV or any of its subsidiaries or any key executives of GSV or any of its subsidiaries, to compete in any line of business or with any person or in any geographic area or during any period of time; (vi) limits or purports to limit the ability of any of GSV or any of its subsidiaries to solicit any customers, clients or service or product providers of the other parties thereto; (vii) in respect of any joint venture, partnership or shareholders’ agreement; (viii) involving a sharing of profits, losses, costs or liabilities by GSV or any of its subsidiaries with any third party that would result in one or more third parties being entitled to more than $25,000 in the aggregate; (ix) the termination of which would reasonably be expected to have a GSV Material Adverse Effect; or (x) with annual payments by GSV or any of its subsidiaries in excess of $25,000 with a term or commitment to or by GSV or any of its subsidiaries that may reasonably extend beyond one year and which cannot be terminated without penalty on less than sixty (60) days’ notice or which is outside the ordinary course of business;

“GSV Office Leases” means the office leases listed in Schedule 4.1(o)(i)(B) of the GSV Disclosure Letter;

“GSV Option” means an option to acquire one (1) GSV Share granted pursuant to the GSV Stock Option Plan;

“GSV Public Disclosure Record” means all documents and information filed by GSV under applicable Securities Laws and publicly available on the System for Electronic Document Analysis Retrieval (SEDAR) web-site;

“GSV Securityholders” means a holder of one or more GSV Shares or GSV Options;

“GSV Share” mean a common share in the authorized share structure of GSV;

“GSV Shareholder” means a holder of one or more GSV Shares;

“GSV Stock Option Plan” means the GSV stock option plan, initially adopted on June 28, 2011, as subsequently amended and included in the Data Room Information;

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“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material or contaminant regulated or defined pursuant to any Environmental Law;

“IFRS” means the accounting principles so prescribed, recommended or promulgated from time to time as the International Financial Reporting Standards, as issued by the International Accounting Standards Board or any successor thereto, as such principles may be amended, varied or replaced from time to time and as accepted and adopted by the applicable Party, which are applicable as at the date on which any calculation made hereunder is to be effective or as at the date of any financial statements referred to herein;

“including”, “includes” or similar expressions are not intended to be limiting and are deemed to be followed by the expression “without limitation”;

“Intellectual Property” means any licenses for or other rights to use, any inventions, patent applications, patents, trade-marks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information of BMG as set out in Schedule 3.1(z) to the BMG Disclosure Letter;

“Interim Order” means the order made after the application to the Court pursuant to subsection 291(2) of the BCBCA, in a form acceptable to BMG and GSV, each acting reasonably, providing for, among other things, the calling and holding of the BMG Meeting, as the same may be amended by the Court with the consent of BMG and GSV, each acting reasonably;

“Investment Canada Act” means the Investment Canada Act;

“June Options” means all BMG Options granted on June 18, 2016 with an exercise price of $0.60, other than the 200,000 BMG Options granted on that date to [Redacted for privacy reasons] ;

“Key Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities set out in Schedule C hereto;

“Key Third Party Consents” means those consents, approvals and notices, including as set out in Schedule D hereto, required to proceed with the transactions contemplated by this Agreement and the Arrangement pursuant to the Plan of Arrangement;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements,

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whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity or self-regulatory authority (including, where applicable, the TSX-V), and the term “applicable” with respect to such Laws and in a context that refers to one or more persons, means such Laws as are applicable to such person or its business, undertaking, property or securities and emanate from a person having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“▇▇▇▇▇ Gold Project” means the 5,500 acre ▇▇▇▇▇ gold-silver property located in Lander County, Nevada, within the Battle Mountain Trend, comprising, without limitation, 360 unpatented lode mining claims, seven patented lode mining claims and a fee parcel;

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Loan Agreement” means the convertible loan agreement between the Parties dated April 11, 2017;

“Madison US” means Madison Enterprises (Nevada) Inc.;

“Madison US Debt” means a U.S. dollar denominated intercompany debt owing from Madison US to BMG;

“Mailing Deadline” means thirty (30) days after the date of this Agreement or such other date as may be agreed between the parties;

“material fact” has the meaning ascribed thereto in the Securities Act;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“Minerals” means all ores, and ores and concentrates derived therefrom, of precious, base and industrial minerals, including diamonds, which may be lawfully explored for, mined and sold;

“Money Laundering Laws” has the meaning ascribed thereto in Section 3.1(pp);

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

“NI 54-101” means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer;

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“NYSE MKT” means NYSE MKT LLC;

“ordinary course of business”, “ordinary course of business consistent with past practice”, or any similar reference, means, with respect to an action taken by a person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person; provided that in any event such action is not unreasonable or unusual;

“Outside Date” means June 30, 2017, or such later date as may be agreed to in writing by the Parties;

“Parties” means GSV and BMG, and “Party” means, except as set forth in Section 8.4, any of them;

“Permit” means any license, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of or from any Governmental Entity;

“person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Schedule A, and any amendments or variations thereto made in accordance with Section 8.3 hereof or the Plan of Arrangement or made at the direction of the Court in the Interim Order or the Final Order with the consent of BMG and GSV, each acting reasonably;

“Pre-Closing Capitalization” has the meaning ascribed thereto in Section 5.2(g);

“Pre-Closing Windup” has the meaning ascribed thereto in Section 5.2(f);

“Records and Data” means all books, contracts, documents, technical information and data (in paper or electronic form), maps, surveys, drilling samples and assays in the possession or control of BMG relating to the BMG Concessions;

“Release” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Substance in the indoor or outdoor environment, including the movement of Hazardous Substance through or in the air, soil, surface water, ground water or property;

“Representatives” has the meaning ascribed thereto in Section 7.2.1;

“Response Period” has the meaning ascribed thereto in Section 7.3.1(b);

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“Returns” means all reports, forms, elections, information statements and returns (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto relating to, or required to be filed or prepared in connection with any Taxes;

“Review Period” has the meaning ascribed thereto in Section 7.3.2;

“SEC” means the United States Securities and Exchange Commission;

“Section 3(a)(10) Exemption” has the meaning ascribed thereto in Section 2.3;

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations, forms and published instruments, policies, bulletins and notices made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities Authorities” means, collectively, the BCSC and the applicable securities commissions and other securities regulatory authorities in each of the other provinces of Canada;

“Securities Laws” means the Securities Act, the securities legislation of each other province of Canada and the rules, regulations, forms, published instruments, policies, bulletins and notices of the Securities Authorities made thereunder, as well as applicable rules, regulations, by-laws as now in effect and as they may be promulgated or amended from time to time;

“Subscription Agreement” means the subscription agreement between the Parties dated May 6, 2016;

“subsidiary” means a “subsidiary entity” within the meaning of MI 61-101 and includes each of the Material Subsidiaries;

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from a person who is, as at the date of this Agreement, an arm’s length third party, that is made after the date of this Agreement, (and is not obtained in violation of this Agreement or any agreement between the person making such Acquisition Proposal and BMG) and that relates to all of the outstanding BMG Shares or all or substantially all of the consolidated assets of BMG and its subsidiaries, and (i) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the person making such proposal; (ii) that is made to all BMG Shareholders on the same terms and conditions; (iii) that is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the BMG Board, acting in good faith (after receiving the advice of its outside legal advisors and the BMG Financial Advisor), that any financing required to complete such Acquisition Proposal has been obtained or been demonstrated to be reasonably likely to be obtained without undue delay; (iv) that is not subject to due diligence or a due diligence condition; and (v) in respect of

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which the BMG Board determines, in its good faith judgment, after receiving the advice of its outside legal advisors and the BMG Financial Advisor, that (a) failure to recommend such Acquisition Proposal to the BMG Shareholders would be inconsistent with its fiduciary duties under applicable Law; and (b) having regard for all of the terms and conditions of the Acquisition Proposal, including all financial, legal, regulatory and other aspects of such proposal and the person making such proposal, such Acquisition Proposal, will, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the BMG Shareholders from a financial point of view than the transactions contemplated by this Agreement, after taking into account any change to the transactions contemplated by this Agreement proposed by GSV pursuant to Section 7.3;

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

“Taxes” means (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments or advance payments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income, gains or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment or payroll taxes, employment insurance, disability taxes, social insurance taxes, social security contributions, sales and use taxes, consumption taxes, customs taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not, and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes by contract or otherwise;

“Termination Fee” has the meaning ascribed thereto in Section 7.4.3; “Termination Fee Event” has the meaning ascribed thereto in Section 7.4.4; “TSX-V” means the TSX Venture Exchange;

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“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934 as the same has been and hereinafter from time to time may be amended;

U.S. Investment Company Act” means the United States Investment Company Act of 1940 as the same has been and hereinafter from time to time may be amended; and

“U.S. Securities Act” means the United States Securities Act of 1933 as the same has been and hereinafter from time to time may be amended.

The division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Any reference in this Agreement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

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Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature in required to be made shall be made in a manner consistent with IFRS consistently applied.

In this Agreement, (a) references to “the knowledge of BMG” mean the knowledge of ▇▇▇▇ Idziszek (President and Chief Executive Officer of BMG), ▇▇▇ ▇▇▇▇▇ (Chief Financial Officer of BMG), and ▇▇▇▇▇ ▇▇▇▇▇▇ (Director of BMG), after due enquiry within BMG and the BMG Material Subsidiaries, and (b) references to “the knowledge of GSV” means the knowledge of ▇▇▇▇▇▇▇▇ ▇▇▇▇ (President and Chief Executive Officer of GSV), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Chief Financial Officer of GSV), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Corporate Secretary of GSV), after due enquiry within GSV and its material subsidiaries.

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:

ARTICLE 2
THE ARRANGEMENT

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

BMG shall, as soon as reasonably practicable and in any event in sufficient time to hold the BMG Meeting in accordance with Section 2.4, apply in a manner acceptable to GSV, acting reasonably, pursuant to subsection 291(2) of the BCBCA and, in cooperation with GSV, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things:

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The Parties agree that the Arrangement will be carried out with the intention that all (i) GSV Shares to be issued to BMG Shareholders in exchange for their BMG Shares pursuant to the Plan of Arrangement and (ii) replacement GSV options and warrants that may be deemed for purposes of U.S. securities Laws to be issued to BMG Optionholders and BMG

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Warrantholders in exchange for their BMG Options and BMG Warrants, respectively, pursuant to the Plan of Arrangement (but, for certainty, not the GSV Shares issuable upon exercise of such options or warrants), will be issued by GSV in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”).

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If:

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BMG shall as soon as reasonably practicable thereafter and in any event within three (3) Business Days thereafter take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to subsection 291(4) of the BCBCA.

Subject to the terms of this Agreement, GSV will cooperate with, assist and consent to BMG seeking the Interim Order and the Final Order, including by providing BMG on a timely basis any information required to be supplied by GSV in connection therewith. BMG will provide legal counsel to GSV with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. BMG will also provide legal counsel to GSV on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on BMG or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, BMG will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except with GSV’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require GSV to agree or consent to any increase in Consideration or other modification or amendment to such filed or served materials that expands or increases GSV’s obligations set forth in any such filed or served materials or under this Agreement. In addition, BMG will not object to legal counsel to GSV making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that BMG is advised of the nature of any submissions prior to such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. BMG will also oppose any proposal from any party that the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, BMG is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with GSV.

Subject to the satisfaction or, where not prohibited and subject to applicable Law, the waiver of the conditions set forth in Article 6 by the applicable Party for whose benefit such conditions exist (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date by the applicable Party for whose benefit such conditions exist), upon the Arrangement Resolution having been approved and adopted by the BMG Securityholders at the BMG Meeting in accordance with the Interim Order and BMG obtaining the Final Order, the

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Arrangement shall be effective at the Effective Time on the Effective Date. From and after the Effective Time, the Plan of Arrangement shall have effect as provided by applicable Law, including the BCBCA. The closing of the transactions contemplated hereby shall take place at the offices of Dentons Canada LLP in Vancouver, or at such other location as may be agreed upon by the Parties.

GSV shall, following receipt of the Final Order and prior to the Effective Time, ensure that the Depositary has been provided with sufficient cash and GSV Shares in escrow to pay the aggregate Consideration to be paid to the BMG Shareholders pursuant to the Arrangement. For greater certainty, GSV shall not be required pursuant to this Section 2.9 to provide the Depositary prior to the Effective Date with any cash funds and GSV Shares as Consideration for the BMG Shares held by BMG Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection.

GSV and BMG shall co-operate in the preparation of any application for the Key Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Plan of Arrangement.

BMG and GSV shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by the Parties, the text and timing of each such announcement to be approved by BMG and GSV in advance, acting reasonably. GSV and BMG agree to co-operate in the preparation of presentations, if any, to BMG Securityholders and GSV Securityholders, respectively, regarding the Plan of Arrangement, and no Party shall:

provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, provided that the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

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GSV, BMG and the Depositary (in this section, the “payor”), shall each be entitled to deduct and withhold from any Consideration or other amount payable (whether in cash or in kind) or otherwise deliverable to any holder or former holder of BMG Securities such amounts as the payor may be required to deduct and withhold therefrom under any applicable Law in respect of Taxes. To the extent that any amounts are so deducted, withheld and remitted to the appropriate Governmental Entity when required by Law, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid. To the extent that the amount required to be deducted or withheld from any payment to any holder or former holder of BMG Securities exceeds the cash component, if any, of the Consideration otherwise payable to such holder, GSV, BMG or the Depositary, as applicable, may sell or otherwise dispose of such portion of the Consideration or other amount otherwise payable to such holder or former holder in the form of GSV Shares as is necessary to provide sufficient funds to enable the payor to comply with such deduction and/or withholding requirements.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BMG

BMG hereby represents and warrants to and in favour of GSV as follows, except to the extent that such representations and warranties are qualified by the BMG Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), and acknowledges that GSV is relying upon such representations and warranties in connection with the entering into of this Agreement:

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except for such violations, conflicts, breaches, defaults, terminations, accelerations, rights of first refusal, change in control provisions, restrictions, limitations or Liens, or any consents, approvals or notices (expressly excluding the Key Third-Party Consents and Key Regulatory Approvals), which if not given or received, would not, individually or in the aggregate, result in an BMG Material Adverse Effect.

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The representations and warranties of BMG contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of

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the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF GSV

GSV hereby represents and warrants to and in favour of BMG as follows, except to the extent that such representations and warranties are qualified by the GSV Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), and acknowledges that BMG is relying upon such representations and warranties in connection with the entering into of this Agreement:

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The representations and warranties of GSV contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

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ARTICLE 5
COVENANTS

BMG covenants and agrees that, during the period from the date of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted pursuant to this Agreement or as provided in the BMG Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), BMG shall, and shall cause each of its subsidiaries to, conduct its business in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the date of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement or as provided in the BMG Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), BMG shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of GSV, such consent not to be unreasonably withheld or delayed:

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For greater certainty, nothing in this Section 5.1 shall give GSV, directly or indirectly, any right to control or direct the operations of BMG or any of its subsidiaries.

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BMG shall and shall cause its subsidiaries to perform all obligations required to be performed by BMG or any of its subsidiaries under this Agreement, co-operate with GSV in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, BMG shall and, where applicable, shall cause its subsidiaries to:

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For greater certainty, nothing in this Section 5.4 shall give BMG, directly or indirectly, any right to control or direct the operations of GSV or any of its subsidiaries.

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GSV shall and shall cause its subsidiaries to perform all obligations required to be performed by GSV or any of its subsidiaries under this Agreement, co-operate with BMG in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, GSV shall and, where applicable, shall cause its subsidiaries to:

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Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

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From and after the Effective Date, GSV shall cause BMG to honour all of the obligations of BMG and any of its subsidiaries under those employment, retention bonus and fee agreements and severance arrangements of BMG which are disclosed in Schedule 5.7 of the BMG Disclosure Letter; provided that the provisions of this Section 5.7 shall not give any employees of BMG or any of its subsidiaries any right to continued employment or impair in any way the right of BMG or any of its subsidiaries to terminate the employment of any employees.

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ARTICLE 6
CONDITIONS

The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties:

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The obligations of GSV to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of GSV and may be waived by GSV at any time):

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The obligations of BMG to complete the transactions contemplated by this Agreement shall also be subject to the following conditions precedent (each of which is for the exclusive benefit of BMG and may be waived by BMG at any time):

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The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released upon delivery by the Parties of written confirmation of the Effective Date.

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ARTICLE 7
ADDITIONAL AGREEMENTS

Each Party shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date of this Agreement, until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:

GSV may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(c)(iii) and BMG may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(d)(iii) unless the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of ten (10) Business Days from such notice, and then only if such matter has not been cured by such date. If such written notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein without a BMG Material Adverse Effect or a GSV Material Adverse Effect, this Agreement may not be terminated as a result of the cured breach.

7.2.1 Except as otherwise expressly provided in this Section 7.2, BMG shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of BMG or any of its subsidiaries (collectively, the “Representatives”) or any subsidiary (and BMG shall cause its Representatives and subsidiaries not to),

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7.2.2 Except as otherwise provided in this Section 7.2, BMG shall, and shall cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore by BMG, its subsidiaries or any Representatives with respect to any Acquisition Proposal, and, in connection therewith, BMG shall discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible, and in any event no later than two (2) Business Days following the date of the Agreement, request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information regarding BMG and its subsidiaries previously provided to any such person or any other person and shall request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any confidential information regarding BMG and its subsidiaries. BMG agrees that neither it nor any of its subsidiaries, shall terminate, waive, amend or modify any provision of any existing confidentiality agreement or any standstill agreement to which it or any of its subsidiaries is a party (it being acknowledged and agreed that the automatic termination of any standstill provisions thereof, or permission to make a take-over bid for the BMG Shares, pursuant to the express terms of any such agreement, or any standstill provisions thereof as a result of the entering into, or the announcement of, this Agreement by BMG shall not be a violation of this Section 7.2.2). BMG shall enforce all standstill, non-disclosure, non-disturbance, non-solicitation, use, business purpose and similar covenants to which it or any of its subsidiaries is party.

7.2.3 Notwithstanding Sections 7.2.1 and 7.2.2 and any other provision of this Agreement, if at any time following the date of this Agreement, and prior to the BMG Meeting, provided that BMG is then in compliance with all of its obligations under this Agreement (including under Sections 7.2.1 and 7.2.2), BMG receives a bona fide unsolicited written Acquisition Proposal that the BMG Board determines in good faith, after consultation with the BMG Financial Advisor and outside legal counsel, constitutes or could reasonably be expected to result in a Superior Proposal, then BMG may, provided it has first complied with Section 7.2.4 and has first entered into, and provided to GSV an executed copy of, a confidentiality and standstill agreement with such person (the terms of which shall no more favourable than the Confidentiality Agreement):

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provided that BMG shall not, and shall not allow its Representatives to, disclose any non-public information to such person if such non-public information has not been previously provided to, or is not concurrently provided to, GSV.

7.2.4 BMG shall promptly (and in any event within twenty-four (24) hours of receipt by BMG, any subsidiary or any Representative) notify GSV, at first orally and then in writing, of (i) any offer, proposal, expression of interest, or inquiry (orally or in writing) relating to or constituting an Acquisition Proposal, (ii) any request for discussions or negotiations relating to an Acquisition Proposal, and (iii) any request for non-public information relating to BMG or any of its subsidiaries or for access to the properties, books or records of BMG or any of its subsidiaries in connection with any actual or potential Acquisition Proposal, in each case with respect to (i) through (iii) received on or after the date of this Agreement, of which BMG or any of its subsidiaries, or any of its or their Representatives, is or becomes aware, or any amendments to any of the foregoing. Such notice shall include a description of the terms and conditions of any such Acquisition Proposal or offer, proposal, expression of interest, inquiry or request, the identity of the person making such Acquisition Proposal or such offer, proposal, expression of interest, inquiry or request, a copy of such offer, proposal, expression of interest, inquiry or request and all written communications related thereto and provide such other details of such Acquisition Proposal or offer, proposal, expression of interest, inquiry or request which are known to BMG as GSV may reasonably request. BMG shall keep GSV fully informed on a prompt basis of the status, including any change to the terms, of any such Acquisition Proposal or offer, proposal, expression of interest, inquiry or request and shall respond promptly to all inquiries by GSV with respect thereto.

7.2.5 Notwithstanding anything in this Agreement to the contrary, but subject to Section 7.3, if at any time following the date of this Agreement, and prior to the BMG Meeting, provided that BMG is then in compliance with all of its obligations under this Agreement (including under Section 7.2), BMG receives an Acquisition Proposal which the BMG Board determines in good faith, after consultation with the BMG Financial Advisor and its outside legal counsel, constitutes a Superior Proposal, the BMG Board may, subject to compliance with the procedures set forth in Section 7.3 and Section 8.2, terminate this Agreement in order to enter into a definitive agreement with respect to such Superior Proposal.

7.2.6 Subject to the provisions of Sections 7.2 and 7.3, nothing contained in this Agreement shall prevent BMG or the BMG Board from calling and holding a meeting of BMG Shareholders, or any of them, requisitioned by BMG Shareholders, or any of them, in accordance with the BCBCA or ordered to be held by a court in accordance with applicable Laws.

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7.3.1 BMG covenants that it shall not approve, accept, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless:

7.3.2 During the Response Period, GSV shall have the right, but not the obligation, to offer to amend the terms of this Agreement and the Plan of Arrangement. During the Response Period, BMG shall negotiate in good faith with GSV to enable GSV to make such amendments to the terms of this Agreement and the Arrangement as would enable BMG and GSV to proceed with the transactions contemplated by this Agreement on such amended terms. Within five (5) Business Days (the “Review Period”) of any such offer by GSV to amend the terms of this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate Consideration, the BMG Board shall review and determine whether the Acquisition

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Proposal to which GSV is responding would continue to be a Superior Proposal when assessed against this Agreement and against the Plan of Arrangement as they are proposed by GSV to be amended. Such determination to be made by the BMG Board shall be communicated to GSV by the end of the Review Period. If the BMG Board determines that the Acquisition Proposal to which GSV is responding would not continue to be a Superior Proposal when assessed against this Agreement and the Plan of Arrangement as they are proposed by GSV to be amended, BMG shall enter into an amendment to this Agreement to give effect to such amendments and the BMG Board shall promptly reaffirm its recommendation of the Plan of Arrangement on the same basis as described in Section 2.5(b) by the prompt issuance of a press release to that effect.

7.3.3 Where BMG has provided GSV notice pursuant to Section 7.3.1(b) less than seven (7) calendar days prior to the BMG Meeting, if requested to do so by GSV, BMG shall postpone or adjourn the BMG Meeting to a date that is not less than seven (7) calendar days and not more than ten (10) calendar days after the date of such notice; provided, however, that in the event that the BMG Meeting is so adjourned, the Meeting Deadline and the Outside Date shall be extended by the same number of days as the BMG Meeting has been adjourned.

7.3.4 Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and GSV shall be afforded a new Response Period and the rights afforded in paragraph 7.3.2 in respect of each such Acquisition Proposal.

7.4.1 Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses.

7.4.2 If a Termination Fee Event occurs, BMG shall pay, or cause to be paid, to GSV or as GSV shall direct (by wire transfer of immediately available funds) the Termination Fee in accordance with Section 7.4.5.

7.4.3 For the purposes of this Agreement, “Termination Fee” means $1,250,000.

7.4.4 For the purposes of this Agreement, “Termination Fee Event” means the termination of this Agreement:

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7.4.5 If a Termination Fee Event occurs pursuant to Section 7.4.4(a), the Termination Fee shall be payable to GSV within two (2) Business Days following such Termination Fee Event. If a Termination Fee Event occurs pursuant to Section 7.4.4(b), the Termination Fee shall be paid to GSV in accordance with Section 7.3.1(e). If a Termination Fee Event occurs in the circumstances set out in 7.4.4(c), the Termination Fee shall be payable to GSV within two (2) Business Days following the closing of the applicable transaction referred to therein.

7.4.6 Each of the Parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that all of the payment amounts set out in this Section 7.4 are payments of liquidated damages which are a genuine pre-estimate of the damages, which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such damages and the resultant termination of this Agreement and are not penalties. BMG irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that, upon any termination of this Agreement under circumstances where GSV is entitled to the Termination Fee and such Termination Fee is paid in full, GSV shall be precluded from any other remedy against BMG at law or in equity or otherwise (including an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against BMG or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby.

7.4.7 Nothing in this Section 7.4 shall relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by a Party as a result of an intentional or wilful breach of this Agreement.

7.4.8 Nothing in this Section 7.4 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreements, without the necessity of posting bond or security in connection therewith.

7.4.9 For greater certainty, the Parties agree that BMG shall not be obligated to make more than one payment pursuant to this Section 7.4.

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From the date hereof until the earlier of the Effective Time and November 7, 2017, subject to compliance with applicable Law and the terms of any existing Contracts, each Party shall, and shall cause its subsidiaries and their respective officers, directors, employees, independent auditors, accounting advisers and agents to, afford to each other Party and to the officers, employees, agents and representatives of each other Party such access as such other Party may reasonably require at all reasonable times, including, in the case of BMG, for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and Contracts, and shall furnish such other Party with all data and information as such other Party may reasonably request. In addition, and without limiting the foregoing, each Party shall continue to maintain and update the information in its virtual data room, and shall provide such other Party with access to such data room, up until the Effective Time in respect of any new information that arises after the date of this Agreement that otherwise would have been so disclosed in the virtual data room prior to the date hereof; provided, however, that the foregoing and any investigation or review by a Party and its respective advisors shall not mitigate, diminish or affect the representations, warranties or covenants of another Party contained in this Agreement. The Parties acknowledge and agree that information furnished pursuant to this Section 7.5 shall be Confidential Information. The Parties acknowledge and agree that the GSV Disclosure Letter and the BMG Disclosure Letter and all information contained in each of them is also Confidential Information.

Each Party agrees to abide by the following rules with respect to the Confidential Information:

Each Party’s obligations under this Section 7.5 will not apply to Confidential Information:

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A Party will not be in breach of its obligation not to disclose any of the Confidential Information if that disclosure is required by Law, a court or arbitral order, award or similar proceedings, or by applicable government or stock exchange requirement, practice or policy, provided that the receiving Party gives the other Party as much notice as is reasonably possible in the circumstances prior to disclosing any of the Confidential Information and the receiving Party co-operates with the other Party in any application, proceedings or other action the other Party may undertake to obtain a protective order or other means of protecting the confidentiality of the Confidential Information required to be disclosed. Each Party will promptly notify the other Party of any actual or threatened breach under any of the terms of this Section 7.5 or any unauthorized communication, disclosure or use of any of the Confidential Information of which the Party has actual knowledge.

7.6.1 BMG hereby agrees to use commercially reasonable efforts to secure directors’ and officers’ liability insurance for the current and former directors and officers of BMG and its subsidiaries prior to the Effective Date on a six year “trailing” (or “run-off”) basis provided that such trailing policy is available at a reasonable cost.

7.6.2 GSV agrees that it shall cause BMG and its subsidiaries to honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of BMG and its subsidiaries to the extent that they are disclosed in Schedule 7.6.2 of the BMG Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in Schedule 7.6.2 of the BMG Disclosure Letter, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect for a period of not less than six years from the Effective Date.

7.6.3 The provisions of this Section 7.6 are intended for the benefit of, and shall be enforceable by, each insured or indemnified person, his or her heirs and his or her legal representatives and, for such purpose, BMG hereby confirms that it is acting as agent and trustee on their behalf. Furthermore, this Section 7.6 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six years.

ARTICLE 8
TERM, TERMINATION, AMENDMENT AND WAIVER

This Agreement shall be effective from the date of this Agreement, until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

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8.2.1 This Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement or the Arrangement Resolution by the BMG Securityholders or the Arrangement by the Court):

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8.2.2 The Party desiring to terminate this Agreement pursuant to this Section 8.2 (other than pursuant to Section 8.2.1(a)) shall give written notice of such termination to the other Parties.

8.2.3 If this Agreement is terminated pursuant to this Section 8.2, this Agreement shall become void and of no effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except as

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otherwise expressly contemplated hereby, and provided that the provisions of this Section 8.2.3 and Sections 7.4, 9.3, 9.4, 9.6, 9.7, as well as the Confidentiality Agreement and the Subscription Agreement, shall survive any termination hereof pursuant to Section 8.2.1; provided further that neither the termination of this Agreement nor anything contained in this Section 8.2 shall relieve a Party from any liability arising prior to such termination.

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the BMG Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties and any such amendment may, subject to the Interim Order and the Final Order and applicable Law, without limitation:

Either Party may (i) extend the time for the performance of any of the obligations or acts of the other Party, (ii) waive compliance, except as provided herein, with any of the other Party’s agreements or the fulfilment of any conditions to its own obligations contained herein, or (iii) waive inaccuracies in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

ARTICLE 9
GENERAL PROVISIONS

Each Party shall comply with applicable privacy Laws in the course of collecting, using and disclosing personal information about identifiable individuals in connection with the transactions contemplated hereby (the “Transaction Personal Information”). Neither Party shall disclose Transaction Personal Information originally collected by the other Party to any Person other than to its advisors who are evaluating and advising on the transactions contemplated by this Agreement. If GSV completes the transactions contemplated by this Agreement, GSV shall not, following the Effective Date, without the consent of the individuals

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to whom such Transaction Personal Information relates or as permitted or required by applicable Law, use or disclose Transaction Personal Information originally collected by BMG:

The Parties shall protect and safeguard the Transaction Personal Information against unauthorized collection, use or disclosure. GSV shall cause its advisors to observe the terms of this Section 9.1 and to protect and safeguard all Transaction Personal Information in their possession. If this Agreement shall be terminated, each Party shall promptly deliver to the other Party all Transaction Personal Information originally collected by such other Party in its possession or in the possession of any of its advisors, including all copies, reproductions, summaries or extracts thereof, except, unless prohibited by applicable Law, for electronic backup copies made automatically in accordance with the usual backup procedures of the Party returning such Transaction Personal Information.

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail or facsimile, or as of the following Business Day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

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This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and the Arrangement.

Subject to Section 7.4, the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions and other equitable relief (including specific performance) to prevent breaches of this Agreement, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief (including specific performance) hereby being waived.

Time shall be of the essence in this Agreement.

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GSV may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliate of GSV, provided that if such assignment and/or assumption takes place, GSV shall continue to be liable jointly and severally with such affiliate for all of its obligations hereunder. GSV shall provide BMG with written notice of such assignment on or before 5:00 p.m. (Vancouver time) on the Business Day following such assignment. This Agreement shall be binding on and shall enure to the benefit of the Parties and their respective successors and permitted assigns.

This Agreement (including the exhibits and schedules hereto and the BMG Disclosure Letter and GSV Disclosure Letter), the Confidentiality Agreement and the Subscription Agreement constitute the entire agreement, and supersede all other prior agreements and understandings (including, for greater certainty, the Exclusivity Agreement dated March 24, 2017 between the Parties), both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the Parties any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the Parties without the prior written consent of the other Party.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

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

Except as provided in Section 7.6, this Agreement is not intended to confer any rights or remedies upon any person other than the Parties to this Agreement.

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This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGES FOLLOW.]

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IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

SCHEDULE A
TO THE ARRANGEMENT AGREEMENT
PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT
UNDER SECTION 288 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1
DEFINITIONS AND INTERPRETATION

In this Plan of Arrangement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

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The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein.

Time shall be of the essence in every matter or action contemplated hereunder.

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ARTICLE 2
ARRANGEMENT AGREEMENT AND EFFECT OF ARRANGEMENT

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein, unless otherwise indicated.

This Plan of Arrangement will, effective at the Effective Time, become effective and be binding on GSV, BMG, and the BMG Securityholders, without any further act or formality required on the part of any person except as expressly provided herein. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

ARTICLE 3
ARRANGEMENT

Commencing at the Effective Time the following transactions will occur and be deemed to occur in the following sequence without further act or formality:

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Any instrument or certificate which immediately prior to the Effective Time represented outstanding BMG Shares that were exchanged pursuant to Section 3.1 or an affidavit of loss and bond or other indemnity pursuant to Section 4.2, shall, on or prior to the sixth (6^th) anniversary of the Effective Date, cease to represent a claim or interest of any kind or nature against GSV. On such date, the aggregate GSV Shares to which the former BMG Shareholder referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered for no consideration to GSV, and shall be returned to GSV by the Depositary. Neither GSV nor the Depositary shall be liable to any person in respect of any amount for BMG Shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

A-7

BMG, GSV or the Depositary, as applicable, shall be entitled to deduct and withhold from any payment, issue, transfer or distribution of Consideration pursuant to this Plan of Arrangement such amounts as BMG, GSV or the Depositary may be required to deduct or withhold pursuant to the Tax Act or any other applicable law, and any amount so deducted and withheld will be deemed for all purposes of this Plan of Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under this Plan of Arrangement.

All GSV Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.

ARTICLE 4
CERTIFICATES

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