Common use of Amalgamation Clause in Contracts

Amalgamation. Upon the conditions set out in this Agreement being satisfied or waived in accordance with the provisions of this Agreement and the Acquisition Agreement, including the adoption and approval by the shareholders of the Amalgamating Corporations of this Agreement, subject to the BCBCA: (i) the amalgamation of the Amalgamating Corporations and their continuance as one company, Amalco, under the terms and conditions prescribed in this Agreement shall be effective and irrevocable; (ii) the property, rights and interests of each of the Amalgamating Corporations shall continue to be the property, rights and interests of Amalco; (iii) Amalco shall become capable immediately of exercising the functions of an incorporated company; (iv) the shareholders of Amalco have the powers and the liability provided in the BCBCA; (v) each shareholder of the Amalgamating Corporations is bound by this Agreement; (vi) Amalco will be a wholly-owned subsidiary of RWB; (vii) Amalco shall continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations; (viii) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations shall be unaffected; (ix) any legal proceeding being prosecuted or pending by or against any of the Amalgamating Corporations may be continued to be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco; and (x) any conviction against, or ruling, order or judgment in favour of or against, any of the Amalgamating Corporations may be enforced by or against Amalco. SubCo and NewCo hereby agree to amalgamate and to continue as one corporation effective from the Effective Time pursuant to Section 269 of the BCBCA, on the terms and conditions set forth herein and in the Acquisition Agreement.

Amalgamation. Upon On the conditions set out in this Agreement being satisfied or waived in accordance with the provisions of this Agreement and the Acquisition Agreement, including the adoption and approval by the shareholders date that is two (2) Business Days after Dolly Varden files a valid T2067 election under subsection 89(1) of the Amalgamating Corporations Tax Act to cease to be a “public corporation” for purposes of this Agreementthe Tax Act (which filing shall occur no later than five (5) Business Days following the Effective Date, subject to extension, as applicable, to the BCBCA:day following the date that the Dolly Varden Shares are officially delisted from each and every “designated stock exchange” within the meaning of the Tax Act): (i) Acquiror and Dolly Varden shall amalgamate (the amalgamation “Amalgamation”) to form one corporate entity with the same effect as if they were amalgamated under Division 3 of Part 9 of the Amalgamating Corporations BCBCA, except that the separate legal existence of Dolly Varden will not cease and their continuance Dolly Varden will survive the Amalgamation (Dolly Varden, as one companysuch surviving entity, “Amalco”) and, under for the terms avoidance of doubt, the Amalgamation together with the transactions described in Sections 4.1(a) through 4.1(e) are intended to constitute a single, integrated transaction qualifying as a tax deferred reorganization within the meaning of section 368(a)(l)(B) of the Code and/or section 368(a)(1)(A) of the Code by reason of section 368(a)(2)(E) of the Code for all United States federal income tax purposes, and conditions prescribed the Amalgamation is intended to qualify as an amalgamation as defined in this Agreement shall be effective and irrevocablesubsection 87(1) of the Tax Act; (ii) effective immediately prior to the propertyAmalgamation, rights and interests of each the capital account maintained in respect of the Amalgamating Corporations Dolly Varden Shares shall continue be reduced to CAD$1.00 and the amount by which the capital of Dolly Varden is reduced shall not be the property, rights and interests of Amalcodistributed to Acquiror; (iii) Amalco pursuant to the Amalgamation, the separate legal existence of Acquiror shall cease without Acquiror being liquidated or wound up and Acquiror and Dolly Varden shall continue as Amalco, and the properties, rights, interests and obligations of Acquiror and Dolly Varden shall become capable immediately the properties, rights, interests and obligations of exercising the functions of an incorporated companyAmalco, as more fully described in Section 4.5; (iv) effective on the shareholders Amalgamation, each Dolly Varden Share shall be cancelled without any repayment of Amalco have the powers and the liability provided capital in the BCBCA;respect of those shares; and (v) effective on the Amalgamation, each shareholder of the Amalgamating Corporations is bound by this Agreement; (vi) Amalco Acquiror Share will be a wholly-owned subsidiary of RWB; (vii) exchanged for an Amalco shall continue to Common Share and each Exchangeable Share will be liable exchanged for the liabilities and obligations of each of the Amalgamating Corporations; (viii) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations shall be unaffected; (ix) any legal proceeding being prosecuted or pending by or against any of the Amalgamating Corporations may be continued to be prosecuted, or its prosecution may be continuedan Amalco Exchangeable Share, as the case may be, by or against Amalco; and (x) any conviction against, or ruling, order or judgment more fully described in favour of or against, any of the Amalgamating Corporations may be enforced by or against Amalco. SubCo and NewCo hereby agree to amalgamate and to continue as one corporation effective from the Effective Time pursuant to Section 269 of the BCBCA, on the terms and conditions set forth herein and in the Acquisition Agreement4.5(e).

Amalgamation. Upon the conditions set out in this Agreement being satisfied or waived in accordance with the provisions of this Agreement and the Acquisition Agreement, including the adoption and approval by the shareholders 3.1 Each of the Amalgamating Corporations hereby agrees to amalgamate, under the provisions of this Agreement, subject section 174 of the Act and to continue as one corporation under the terms and conditions hereinafter set out. 3.2 Upon the issue of a Certificate giving effect to the BCBCAAmalgamation: (ia) the amalgamation of the Amalgamating Corporations shall be amalgamated and their continuance shall continue as one company, Amalco, corporation effective on the date of the Certificate under the terms and conditions prescribed in this Agreement shall be effective and irrevocable; (ii) the property, rights and interests of each of the Amalgamating Corporations shall continue to be the property, rights and interests of Amalco; (iii) Amalco shall become capable immediately of exercising the functions of an incorporated company; (iv) the shareholders of Amalco have the powers and the liability provided in the BCBCA; (v) each shareholder of the Amalgamating Corporations is bound by this Agreement; (vic) Amalco will be a wholly-owned subsidiary of RWB; (vii) Amalco shall continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations; (viii) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations shall be unaffected; (ix) any legal proceeding being prosecuted or pending by or against any of the Amalgamating Corporations may be continued to be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco; and (x) any conviction against, or ruling, order or judgment in favour of or against, any of the against an Amalgamating Corporations Corporation may be enforced by or against Amalco. SubCo and NewCo hereby agree to amalgamate and to continue as one corporation effective from the Effective Time pursuant to Section 269 Amalgamated Corporation; (d) the Articles of Amalgamation of the BCBCAAmalgamated Corporation shall be deemed to be the articles of incorporation of the Amalgamated Corporation and the Certificate, on except for purposes of subsection 117(1) of the terms Act, shall be deemed to be the certificate of incorporation of the Amalgamated Corporation; (e) the Amalgamated Corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an Amalgamating Corporation before the Amalgamation has become effective. 3.3 All rights of creditors against the property, rights and conditions set forth herein assets of the Amalgamating Corporations and in all liens upon their property, rights and assets shall be unimpaired by such amalgamation and all debts, contracts, liabilities and duties of the Acquisition AgreementAmalgamating Corporations shall attach to the Amalgamated Corporation and may be enforced against it. 3.4 No action or proceeding by or against any of the Amalgamating Corporations shall abat▇ ▇▇ be affected by the Amalgamation.

Amalgamation. Upon (a) Acpana and ▇▇▇▇▇▇▇▇ agree to effect the conditions set out in this Agreement being satisfied or waived in accordance with combination of their respective businesses and assets by way of a “three-cornered amalgamation” between ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Subco, a wholly owned subsidiary of ▇▇▇▇▇▇▇▇, and Acpana. (b) As soon as reasonably practicable following the provisions of this Agreement execution and the Acquisition Agreement, including the adoption and approval by the shareholders of the Amalgamating Corporations delivery of this Agreement, subject to the BCBCA: (i) Acpana shall call and hold the amalgamation Acpana Meeting for the purpose of approving the Amalgamation Resolution and Subdivision Resolution; and (ii) the Parties shall prepare and mail the Acpana Circular. (c) Upon the approval of the Amalgamating Corporations Subdivision Resolution by the Acpana Shareholders in accordance with the requirements of the OBCA and their continuance the satisfaction of the conditions precedent contained in this Agreement, Acpana shall complete and file Articles of Amendment, in the prescribed form, giving effect to the Subdivision upon and subject to the terms of this Agreement. (d) Upon the approval of the Amalgamation Resolution by the Acpana Shareholders, in accordance with the requirements of the OBCA and the satisfaction of the conditions precedent contained in this Agreement, ▇▇▇▇▇▇▇▇ Subco and Acpana shall jointly complete and file Articles of Amalgamation, in duplicate, substantially in the form set forth in Schedule “B” hereto with the Director appointed under the OBCA, giving effect to the Amalgamation of ▇▇▇▇▇▇▇▇ Subco and Acpana upon and subject to the terms of this Agreement. (e) Upon the issue of a Certificate giving effect to the Amalgamation: (i) ▇▇▇▇▇▇▇▇ Subco and Acpana shall be amalgamated and shall continue as one company, Amalco, corporation effective on the date of the Certificate (the “Effective Date”) under the terms and conditions prescribed in this Agreement shall be effective and irrevocableAgreement; (ii) the property, rights and interests of each of the Amalgamating Corporations ▇▇▇▇▇▇▇▇ Subco and Acpana shall continue cease to be the property, rights and interests of exist as entities separate from Amalco; (iii) Amalco shall become capable immediately possess all the property, rights, privileges and franchises and be subject to all the liabilities, including civil, criminal and quasi-criminal, and all the contracts, disabilities and debts of exercising the functions each of an incorporated company▇▇▇▇▇▇▇▇ Subco and Acpana; (iv) the shareholders of Amalco have the powers and the liability provided in the BCBCA; (v) each shareholder of the Amalgamating Corporations is bound by this Agreement; (vi) Amalco will be a wholly-owned subsidiary of RWB; (vii) Amalco shall continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations; (viii) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations shall be unaffected; (ix) any legal proceeding being prosecuted or pending by or against any of the Amalgamating Corporations may be continued to be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco; and (x) any conviction against, or ruling, order or judgment in favour of or against, any of the Amalgamating Corporations against either ▇▇▇▇▇▇▇▇ Subco or Acpana may be enforced by or against Amalco; (v) the Articles of Amalgamation of Amalco shall be deemed to be the articles of incorporation of Amalco and the Certificate, except for the purposes of subsection 117(1) of the OBCA, shall be deemed to be the certificate of incorporation of Amalco; and (vi) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against either ▇▇▇▇▇▇▇▇ Subco or Acpana before the Amalgamation has become effective. (f) The name of Amalco shall be changed to a number. (g) The registered office of Amalco shall be in the City of Toronto, in the Province of Ontario, at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇. (h) There shall be no restrictions on the business that Amalco may carry on or on the powers Amalco may exercise. (i) The by-laws of Amalco shall be the existing by-laws of Acpana. SubCo A copy of the proposed by-laws of Amalco may be examined at the following address: ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇. (j) The board of directors of Amalco shall consist of a minimum of one (1) director and NewCo hereby agree a maximum of ten (10) directors, until changed in accordance with the OBCA. The number of first directors of Amalco shall be three (3) and the first directors of Amalco shall be: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Acton, Ontario L7J 3B2 Yes ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Yes ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Road Toronto, Ontario M4V 2V2 Yes (k) The first directors shall hold office until the first annual meeting of the shareholders of Amalco, or until their successors are elected or appointed in accordance with the by-laws of Amalco and the OBCA. The subsequent directors shall be elected each year thereafter by ordinary resolution at either an annual meeting of the shareholders or a special meeting of the shareholders by a majority of the votes cast at such meeting. The directors shall manage or supervise the management of the business and affairs of Amalco, subject to amalgamate the provisions of the OBCA. (l) The executive officers of Amalco upon completion of the Amalgamation shall be as follows: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - President and Chief Operations Officer ▇▇▇ ▇▇▇▇▇▇ - Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇ - Secretary (m) Amalco shall be authorized to continue as one corporation effective from issue an unlimited number of common shares. (n) At the Effective Time of the Amalgamation and as a result of the Amalgamation: (i) subject to paragraph 1.2(q) each holder of Acpana Shares shall receive one fully paid and non-assessable ▇▇▇▇▇▇▇▇ Share for each Acpana Share held, following which all such Acpana Shares shall be cancelled; (ii) each holder of a ▇▇▇▇▇▇▇▇ Subco Share (other than ▇▇▇▇▇▇▇▇) shall receive one fully paid and non-assessable ▇▇▇▇▇▇▇▇ Share for each ▇▇▇▇▇▇▇▇ Subco Share held, following which all such ▇▇▇▇▇▇▇▇ Subco Shares shall be cancelled; (iii) in consideration of the issuance of ▇▇▇▇▇▇▇▇ Shares, Amalco shall issue to ▇▇▇▇▇▇▇▇ one Amalco Share for each ▇▇▇▇▇▇▇▇ Share issued; (iv) ▇▇▇▇▇▇▇▇ shall add to the stated capital maintained in respect of the ▇▇▇▇▇▇▇▇ Shares an amount equal to the aggregate paid-up capital for purposes of the ITA of the Acpana Shares and ▇▇▇▇▇▇▇▇ Subco Shares immediately prior to the Amalgamation (less the paid-up capital of any Acpana Shares held by dissenting Acpana Shareholders who do not exchange their Acpana Shares for ▇▇▇▇▇▇▇▇ Shares on the Amalgamation); (v) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the ITA of the ▇▇▇▇▇▇▇▇ Subco Shares and Acpana Shares immediately prior to the Amalgamation; (vi) no fractional ▇▇▇▇▇▇▇▇ Shares shall be issued to holders of Acpana Shares or ▇▇▇▇▇▇▇▇ Subco Shares; in lieu of any fractional entitlement, the number of ▇▇▇▇▇▇▇▇ Shares issued to each former holder of Acpana Shares or ▇▇▇▇▇▇▇▇ Subco Shares shall be rounded down to the next lesser whole number of ▇▇▇▇▇▇▇▇ Shares; (vii) ▇▇▇▇▇▇▇▇ shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to Section 269 transactions contemplated by this Agreement to any holder of Acpana Shares or ▇▇▇▇▇▇▇▇ Subco Shares, as applicable, such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the BCBCAAcpana Shares, or ▇▇▇▇▇▇▇▇ Subco Shares, as applicable, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and (viii) Amalco will become a wholly-owned subsidiary of ▇▇▇▇▇▇▇▇. (ix) each holder of an Acpana Warrant, Acpana Option, ▇▇▇▇▇▇▇▇ Subco Warrant and ▇▇▇▇▇▇▇▇ Subco Broker Warrant shall exchange for one ▇▇▇▇▇▇▇▇ Replacement Warrant, ▇▇▇▇▇▇▇▇ Replacement Option or ▇▇▇▇▇▇▇▇ Replacement Broker Warrant, as applicable, and each replacement security exchanged shall represent a right to acquire ▇▇▇▇▇▇▇▇ Shares on the same terms and conditions at their economic equivalent; (x) with respect to each Acpana Warrant, Acpana Option, ▇▇▇▇▇▇▇▇ Subco Warrant, or ▇▇▇▇▇▇▇▇ Subco Broker Warrant exchanged in accordance with Sections 1.2(n)(ix), as applicable: (A) the holder thereof shall cease to be the holders of such Acpana Warrant, Acpana Option, ▇▇▇▇▇▇▇▇ Subco Warrant, or ▇▇▇▇▇▇▇▇ Subco Broker Warrant as the case may be, and the name of such holder shall be removed from the applicable register of holders of such securities, as the case may be; (B) the Acpana Warrant, Acpana Option, ▇▇▇▇▇▇▇▇ Subco Warrant and ▇▇▇▇▇▇▇▇ Subco Broker Warrant shall be deemed to have been cancelled as of the Effective Time; (C) the holder thereof shall be deemed to have executed and delivered all consents, releases, assignment and waivers, strategy or otherwise required to exchange or transfer such securities; (o) At the Effective Time: (i) subject to subsection 1.2(q), the registered holders of Acpana Shares and ▇▇▇▇▇▇▇▇ Subco Shares shall become the registered holders of the ▇▇▇▇▇▇▇▇ Shares to which they are entitled, calculated in accordance with the provisions hererof, and the holders of share certificates representing such Acpana Shares or Subco Shares, as applicable, may surrender such certificates to the Depositary and, upon such surrender, shall be entitled to receive and, as soon as reasonably practicable following the Effective Time shall receive, share certificates representing the number of ▇▇▇▇▇▇▇▇ Shares to which they are so entitled, provided that certificates being delivered to United States holders shall bear on the face thereof the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF ▇▇▇▇▇▇▇▇ TECHNOLOGIES INC. AND ANY SUCCESSOR ENTITY (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE CORPORATION, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ (▇) ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION; and (ii) ▇▇▇▇▇▇▇▇ shall become the registered holder of the Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof, and shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof. (p) Each Acpana Share held by a Acpana Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to Amalco and Amalco shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article II hereof, and the name of such holder shall be removed from the central securities register as a holder of Acpana Shares. (q) If a Acpana Dissenting Shareholder fails to perfect or effectively withdraws its claim under section 185 of the OBCA or forfeits its right to make a claim under section 185 of the OBCA or if its rights as a Acpana Shareholder are otherwise reinstated, such holder’s Acpana Shares shall thereupon be deemed to have been converted as of the Effective Time as prescribed by subsection 1.2(o)(i). (r) There shall be the following restrictions on the transferability of the shares of Amalco: (i) If Amalco is not a reporting issuer or investment fund within the meaning of applicable securities legislation has not distributed to the public (excluding accredited investors within the meaning of applicable securities legislation) any of its securities, then no shares in the capital of Amalco shall be transferred without either: (A) the previous consent of the board of directors expressed by a resolution passed by the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or (B) the previous consent of the holders of at least 51% of the shares of that class for the time being outstanding expressed by a resolution passed by the shareholders or by an instrument or instruments in writing signed by such shareholders. (s) Subject to the provisions of the OBCA, the following provisions shall apply to Amalco: (i) Without in any way restricting the powers conferred upon Amalco or its board of directors by the OBCA, as now enacted or as the same may from time to time be amended, re-enacted or replaced, the board of directors may from time to time, without authorization of the shareholders, in such amounts and on such terms as it deems expedient: (A) borrow money upon the credit of Amalco; (B) issue, re-issue, sell or pledge debt obligations of Amalco; (C) subject to the provisions of the OBCA, as now enacted or as the same may from time to time be amended, re-enacted or replaced, give a guarantee on behalf of Amalco to secure performance of an obligation of any person; and (D) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of Amalco owned or subsequently acquired, to secure any obligation of Amalco. (ii) the board of directors may from time to time delegate to a director, a committee of directors or an officer of Amalco any or all of the powers conferred on the board as set forth herein out above, to such extent and in such manner as the Acquisition Agreementboard shall determine at the time of such delegation.

Amalgamation. ‌ (a) ▇▇▇ and GLC agree to effect the combination of their respective businesses and assets by way of a “three-cornered amalgamation” between ▇▇▇, Subco, a wholly owned subsidiary of ▇▇▇, and GLC. (b) As soon as reasonably practicable following the execution and delivery of this Agreement: (i) GLC shall call and hold the GLC Meeting, if required, for the purpose of approving the GLC Amalgamation Resolution; and (ii) if required, the Parties shall prepare and mail the GLC Circular to the GLC Shareholders. (c) Upon the conditions set out in this Agreement being satisfied or waived approval of the GLC Amalgamation Resolution by the GLC Shareholders, in accordance with the provisions requirements of this Agreement the BCBCA and the Acquisition satisfaction of the conditions precedent contained in this Agreement, including Subco and GLC shall jointly complete and file Amalgamation Application, in duplicate, substantially in the adoption form set forth in Schedule “B” hereto with the Registrar appointed under the BCBCA, giving effect to the Amalgamation of Subco and approval by GLC upon and subject to the shareholders of the Amalgamating Corporations terms of this Agreement, subject . (d) Upon the issue of a Certificate giving effect to the BCBCAAmalgamation: (i) Subco and GLC shall be amalgamated and shall continue as one corporation effective on the amalgamation date of the Amalgamating Corporations and their continuance Certificate as one company, Amalco, specified in the Amalgamation Application (the “Effective Date”) under the terms and conditions prescribed in this Agreement shall be effective and irrevocableAgreement; (ii) the property, rights and interests of each of the Amalgamating Corporations Subco and GLC shall continue cease to be the property, rights and interests of exist as entities separate from Amalco; (iii) Amalco shall become capable immediately possess all the property, rights, privileges, permits, interests and franchises and be subject to all the liabilities, including civil, criminal and quasi- criminal, and all the contracts, disabilities and debts of exercising the functions each of an incorporated companySubco and GLC; (iv) the shareholders of Amalco have the powers and the liability provided in the BCBCA; (v) each shareholder of the Amalgamating Corporations is bound by this Agreement; (vi) Amalco will be a wholly-owned subsidiary of RWB; (vii) Amalco shall continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations; (viii) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations shall be unaffected; (ix) any legal proceeding being prosecuted or pending by or against any of the Amalgamating Corporations may be continued to be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco; and (x) any conviction against, or ruling, order or judgment in favour of or against, any of the Amalgamating Corporations against either Subco or GLC may be enforced by or against Amalco; (v) the articles of Subco shall be deemed to be the articles of Amalco and the Certificate shall be deemed to be the certificate of incorporation of Amalco; and (vi) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against either Subco or GLC before the Amalgamation has become effective. SubCo The provisions of this subsection 1.2(d) shall not be deemed to exclude any of the effects, rights or privileges that at law may be incidental to or result from the Amalgamation, whether or not herein specifically mentioned. The shareholders of each of ▇▇▇ and NewCo hereby agree GLC will be bound by the terms of this Agreement. (e) The name of Amalco shall be “1125076 B.C. Ltd.” or such other name as may be mutually agreeable to amalgamate the Parties and any applicable regulatory authorities; (f) The registered office of Amalco shall be in the City of Vancouver, in the Province of British Columbia, at ▇▇▇▇▇ ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; (g) There shall be no restrictions on the business that Amalco may carry on or on the powers Amalco may exercise. The financial year end of Amalco will be July 31, until changed by the directors of Amalco; (h) The number of first directors of Amalco shall be set at two (2) and the first directors of Amalco shall be: (i) The first directors shall hold office until the first annual meeting of the shareholders of Amalco, or until their successors are elected or appointed in accordance with the articles of Amalco and the BCBCA. The subsequent directors shall be elected each year thereafter by ordinary resolution at either an annual meeting of the shareholders or a special meeting of the shareholders by a majority of the votes cast at such meeting. The directors shall manage or supervise the management of the business and affairs of Amalco, subject to continue the provisions of the BCBCA. (j) The executive officers of Amalco upon completion of the Amalgamation shall be as one corporation effective from follows: (k) Amalco shall be authorized to issue an unlimited number of common shares. (l) At the Effective Time pursuant to Section 269 of the BCBCAAmalgamation and as a result of the Amalgamation:‌ (i) subject to paragraph 1.2(p) each holder of Class A GLC Shares will exchange their GLC Shares for ▇▇▇ Shares instead of shares of Amalco, on the terms basis of one fully paid and conditions set forth herein non-assessable ▇▇▇ Share for every one Class A GLC Share held, following which, with respect to each GLC Share exchanged: (A) the holder of such Class A GLC Share shall cease to be the holder of such Class AGLC Share; (B) the holder’s name will be removed from the central securities register of GLC with respect to such Class A GLC Share; (C) the certificate representing such Class A GLC Share shall be deemed to have been cancelled; and (D) the holder of such Class A GLC Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer; (ii) subject to paragraph 1.2(p) each holder of Class B GLC Shares will exchange their GLC Shares for (A) a cash payment of $0.125 per Class B GLC Share held; and (B) ▇▇▇ Shares instead of shares of Amalco, on the basis of one fully paid and non-assessable ▇▇▇ Share for every one Class B GLC Share held, following which, with respect to each GLC Share exchanged: (A) the holder of such Class B GLC Share shall cease to be the holder of such Class B GLC Share; (B) the holder’s name will be removed from the central securities register of GLC with respect to such Class B GLC Share; (C) the certificate representing such Class B GLC Share shall be deemed to have been cancelled; and (D) the holder of such Class B GLC Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer; (iii) subject to paragraph 1.2(p) each holder of Class C GLC Shares will exchange their GLC Shares for ▇▇▇ Shares instead of shares of Amalco, on the basis of one fully paid and non-assessable ▇▇▇ Share for every one Class C GLC Share held, following which, with respect to each GLC Share exchanged: (A) the holder of such Class C GLC Share shall cease to be the holder of such Class C GLC Share; (B) the holder’s name will be removed from the central securities register of GLC with respect to such Class C GLC Share; (C) the certificate representing such Class C GLC Share shall be deemed to have been cancelled; and (D) the holder of such Class C GLC Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer; (iv) ▇▇▇ shall receive one fully paid and non-assessable Amalco Share for each one Subco Share held by ▇▇▇, following which all such Subco Shares shall be cancelled; (v) in consideration of the Acquisition Agreementissuance of ▇▇▇ Shares, Amalco shall issue to ▇▇▇ one Amalco Share for each ▇▇▇ Share issued; (vi) the unissued shares of each of GLC and Subco will be cancelled with not be exchanged for any shares of Amalco. (vii) ▇▇▇ shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to transactions contemplated by this Agreement to any holder of GLC Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the GLC Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and (viii) Amalco will become a wholly-owned subsidiary of ▇▇▇.

Amalgamation. ‌ (a) ▇▇▇ and GLC agree to effect the combination of their respective businesses and assets by way of a “three-cornered amalgamation” between ▇▇▇, Subco, a wholly owned subsidiary of ▇▇▇, and GLC. (b) As soon as reasonably practicable following the execution and delivery of this Agreement: (i) GLC shall call and hold the GLC Meeting, if required, for the purpose of approving the GLC Amalgamation Resolution; and (ii) if required, the Parties shall prepare and mail the GLC Circular to the GLC Shareholders. (c) Upon the conditions set out in this Agreement being satisfied or waived approval of the GLC Amalgamation Resolution by the GLC Shareholders, in accordance with the provisions requirements of this Agreement the BCBCA and the Acquisition satisfaction of the conditions precedent contained in this Agreement, including Subco and GLC shall jointly complete and file Amalgamation Application, in duplicate, substantially in the adoption form set forth in Schedule “B” hereto with the Registrar appointed under the BCBCA, giving effect to the Amalgamation of Subco and approval by GLC upon and subject to the shareholders of the Amalgamating Corporations terms of this Agreement, subject . (d) Upon the issue of a Certificate giving effect to the BCBCAAmalgamation: (i) Subco and GLC shall be amalgamated and shall continue as one corporation effective on the amalgamation date of the Amalgamating Corporations and their continuance Certificate as one company, Amalco, specified in the Amalgamation Application (the “Effective Date”) under the terms and conditions prescribed in this Agreement shall be effective and irrevocableAgreement; (ii) the property, rights and interests of each of the Amalgamating Corporations Subco and GLC shall continue cease to be the property, rights and interests of exist as entities separate from Amalco; (iii) Amalco shall become capable immediately possess all the property, rights, privileges, permits, interests and franchises and be subject to all the liabilities, including civil, criminal and quasi- criminal, and all the contracts, disabilities and debts of exercising the functions each of an incorporated companySubco and GLC; (iv) the shareholders of Amalco have the powers and the liability provided in the BCBCA; (v) each shareholder of the Amalgamating Corporations is bound by this Agreement; (vi) Amalco will be a wholly-owned subsidiary of RWB; (vii) Amalco shall continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations; (viii) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations shall be unaffected; (ix) any legal proceeding being prosecuted or pending by or against any of the Amalgamating Corporations may be continued to be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco; and (x) any conviction against, or ruling, order or judgment in favour of or against, any of the Amalgamating Corporations against either Subco or GLC may be enforced by or against Amalco; (v) the articles of Subco shall be deemed to be the articles of Amalco and the Certificate shall be deemed to be the certificate of incorporation of Amalco; and (vi) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against either Subco or GLC before the Amalgamation has become effective. SubCo The provisions of this subsection 1.2(d) shall not be deemed to exclude any of the effects, rights or privileges that at law may be incidental to or result from the Amalgamation, whether or not herein specifically mentioned. The shareholders of each of ▇▇▇ and NewCo hereby agree GLC will be bound by the terms of this Agreement. (e) The name of Amalco shall be “1125076 B.C. Ltd.” or such other name as may be mutually agreeable to amalgamate the Parties and any applicable regulatory authorities; (f) The registered office of Amalco shall be in the City of Vancouver, in the Province of British Columbia, at ▇▇▇▇▇ ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; (g) There shall be no restrictions on the business that Amalco may carry on or on the powers Amalco may exercise. The financial year end of Amalco will be July 31, until changed by the directors of Amalco; (h) The number of first directors of Amalco shall be set at two (2) and the first directors of Amalco shall be: (i) The first directors shall hold office until the first annual meeting of the shareholders of Amalco, or until their successors are elected or appointed in accordance with the articles of Amalco and the BCBCA. The subsequent directors shall be elected each year thereafter by ordinary resolution at either an annual meeting of the shareholders or a special meeting of the shareholders by a majority of the votes cast at such meeting. The directors shall manage or supervise the management of the business and affairs of Amalco, subject to continue the provisions of the BCBCA. (j) The executive officers of Amalco upon completion of the Amalgamation shall be as one corporation effective from follows: (k) Amalco shall be authorized to issue an unlimited number of common shares. (l) At the Effective Time pursuant to Section 269 of the BCBCAAmalgamation and as a result of the Amalgamation:‌ (i) subject to paragraph 1.2(p) each holder of Class A GLC Shares will exchange their GLC Shares for ▇▇▇ ▇▇▇▇▇▇ instead of shares of Amalco, on the terms basis of one fully paid and conditions set forth herein non-assessable ▇▇▇ Share for every one Class A GLC Share held, following which, with respect to each GLC Share exchanged: (A) the holder of such Class A GLC Share shall cease to be the holder of such Class AGLC Share; (B) the holder’s name will be removed from the central securities register of GLC with respect to such Class A GLC Share; (C) the certificate representing such Class A GLC Share shall be deemed to have been cancelled; and (D) the holder of such Class A GLC Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer; (ii) subject to paragraph 1.2(p) each holder of Class B GLC Shares will exchange their GLC Shares for (A) a cash payment of $0.125 per Class B GLC Share held; and (B) ▇▇▇ ▇▇▇▇▇▇ instead of shares of Amalco, on the basis of one fully paid and non-assessable ▇▇▇ Share for every one Class B GLC Share held, following which, with respect to each GLC Share exchanged: (A) the holder of such Class B GLC Share shall cease to be the holder of such Class B GLC Share; (B) the holder’s name will be removed from the central securities register of GLC with respect to such Class B GLC Share; (C) the certificate representing such Class B GLC Share shall be deemed to have been cancelled; and (D) the holder of such Class B GLC Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer; (iii) subject to paragraph 1.2(p) each holder of Class C GLC Shares will exchange their GLC Shares for ▇▇▇ ▇▇▇▇▇▇ instead of shares of Amalco, on the basis of one fully paid and non-assessable ▇▇▇ Share for every one Class C GLC Share held, following which, with respect to each GLC Share exchanged: (A) the holder of such Class C GLC Share shall cease to be the holder of such Class C GLC Share; (B) the holder’s name will be removed from the central securities register of GLC with respect to such Class C GLC Share; (C) the certificate representing such Class C GLC Share shall be deemed to have been cancelled; and (D) the holder of such Class C GLC Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer; (iv) ▇▇▇ shall receive one fully paid and non-assessable Amalco Share for each one Subco Share held by ▇▇▇, following which all such Subco Shares shall be cancelled; (v) in consideration of the Acquisition Agreementissuance of ▇▇▇ ▇▇▇▇▇▇, Amalco shall issue to ▇▇▇ one Amalco Share for each ▇▇▇ ▇▇▇▇▇ issued; (vi) the unissued shares of each of GLC and Subco will be cancelled with not be exchanged for any shares of Amalco. (vii) ▇▇▇ shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to transactions contemplated by this Agreement to any holder of GLC Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the GLC Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and (viii) Amalco will become a wholly-owned subsidiary of ▇▇▇.