Common use of The Arrangement Clause in Contracts

The Arrangement. Commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrar.

The Arrangement. Commencing at At the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality: (i) Levon The holders of the Orezone 2008 Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled Orezone Convertible Debenture and the holders of Dissent options Orezone Warrants shall not be entitled to receive Orezone Shares upon the amount described in subsection (iii)(B) below;exercise thereof. (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached Each Orezone 2008 Option outstanding immediately prior to the Levon Shares the special right set out in Appendix “A” to this Plan of ArrangementEffective Time, the New Levon Shares, being shares without par valuewhether vested or not, shall remain outstanding in accordance with its terms which provide that such Orezone 2008 Option may be created as a class, exercised by the identifying name of holder thereof at any time up to and including (but not after) the New Levon Shares shall be “Common” shares, date that is 30 days after the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordinglyEffective Time. (iii) each Levon Shareholder The Orezone Warrants, if outstanding immediately prior to the Effective Time, will remain outstanding in accordance with their terms. (iv) The Orezone Convertible Debenture, if outstanding immediately prior to the Effective Time, will be terminated and the Debentureholder will receive from IAMGOLD as to 50 per cent of the principal and interest owing thereunder cash and, as to the remaining 50 per cent the principal and interest owing thereunder, IAMGOLD Shares on the terms and conditions set out in the Convertible Debenture Waiver Agreement. (v) Orezone shall transfer to Levonundertake a reorganization of capital within the meaning of section 86 of the Tax Act as follows, free and clear of any Lien, all its Levon Shares andin the following order: (A) in exchange for A. The authorized capital of Orezone will be amended by: I. re-designating the Orezone Shares as Class B Shares and each Levon certificate representing such an outstanding Orezone Share shall, as and from the time such re-designation is effective, represent a Class B Share; and II. the creation of an unlimited number of Class A Shares; and the articles of Orezone shall be deemed to be amended accordingly B. Each issued Class B Share, other than a Dissent Sharethose held by Dissenting Orezone Shareholders, Levon shall issue as fully paid or transfer to the Levon Shareholder, will be exchanged with Orezone for one New Levon Class A Share and 0.5 of ● New Orezone Shares. C. Each issued Class B Share held by a Spinco Share; Dissenting Orezone Shareholder (B) for each Dissent Share or Dissent Optiongreater certainty, the Dissenting Securityholder shall be entitled to receive from Levon being an amount agreed upon with Levon or equal to the fair value thereof determined in accordance Orezone Shareholder who has complied with the Dissent Rights;Rights and is ultimately entitled to be paid for its Class B Shares) will be acquired by IAMGOLD in consideration for a debt claim against IAMGOLD to be paid fair value of such Class B Shares pursuant to the Dissent Procedures. (C) the D. The stated capital of Orezone for the New Levon outstanding Class A Shares will be an amount equal to the stated capital of Orezone for the Class B Shares, less the fair market value of the New Orezone Shares distributed to Orezone Shareholders, other than Dissenting Orezone Shareholders pursuant to section 4 hereof and the paid-up capital of the Levon Shares, less Class A Shares of Orezone will be reduced accordingly. E. The Class B Shares (including the Fair Market Value Class B Shares held by Dissenting Orezone Shareholders and acquired by IAMGOLD pursuant to paragraph 3(a)(vi)(D) hereof) will be cancelled. (vi) Each outstanding Class A Share will be transferred to IAMGOLD in consideration for IAMGOLD Shares on the basis of the Spinco Shares distributed on such exchange; andExchange Ratio. (ivvii) with respect The holders of the Orezone 1997 Options shall not be entitled to receive Orezone Shares upon the exercise thereof and each Levon Share: Orezone 1997 Option outstanding immediately prior to the Effective Time, whether vested or not, shall be exchanged for a fully-vested option granted by IAMGOLD (each an “IAMGOLD Replacement Option” and collectively the “IAMGOLD Replacement Options”) to acquire that number of IAMGOLD Shares equal to the product of (A) the Levon Shareholder thereof number of Orezone Shares subject to the Orezone 1997 Option immediately before the Effective Time and (B) the Exchange Ratio, and the exercise price per IAMGOLD Share subject to any IAMGOLD Replacement Option shall be equal to the quotient of (A) the exercise price per Orezone Share subject to such Orezone 1997 Option immediately before the Effective Time divided by (B) the Exchange Ratio. Except as set out above, the terms of each IAMGOLD Replacement Option shall be the same as the Orezone 1997 Option exchanged therefor. (viii) With respect to each Class A Share: A. each such Orezone Shareholder, other than IAMGOLD, shall cease to be the Levon Shareholder holder of such Levon Class A Share on the Effective Date and the such holder’s name of the Levon Shareholder shall be removed from the central securities share register of Levon Orezone as at the Effective Time; and B. IAMGOLD shall be deemed to be the transferee of such Class A Share (free and clear of any Encumbrance) on the Effective Date and shall be entered in the share register of Orezone as the holder thereof as at the Effective Time. (ix) Orezone and IAMGOLD Subco shall be amalgamated to form IAMGOLD Amalco and continue as one corporation under the CBCA on the terms prescribed in this Plan of Arrangement and, as a result, the property and liabilities of Orezone and IAMGOLD Subco will become the property and liabilities of IAMGOLD Amalco. Orezone and IAMGOLD Subco will merge with respect to such Levon Sharethe same effect as if they were amalgamated under section 184(2) of the CBCA. (x) Orezone and IAMGOLD Subco will continue as one company; (Bxi) Following the amalgamation of Orezone and IAMGOLD Subco described in paragraph 3(a)(ix) hereof and from and after such Levon Share time: A. IAMGOLD Amalco will own and hold all property of Orezone and IAMGOLD Subco, and, shall continue to be liable for the obligations of Orezone and IAMGOLD Subco and will be liable for the obligations of Orezone and IAMGOLD Subco, including civil, criminal and quasi-criminal liabilities and all contracts, disabilities, options, warrants and debts of each of Orezone and IAMGOLD Subco; B. all rights, contracts, permits and interests of Orezone and IAMGOLD Subco will continue as rights, contracts, permits and interests of IAMGOLD Amalco as if Orezone and IAMGOLD Subco continued and, for greater certainly, the merger will not constitute a transfer or assignment of the rights or obligations of either of Orezone or IAMGOLD Subco under any such rights, contracts, permits and interests; C. any existing cause of action, claim or liability to prosecution is unaffected; D. a civil, criminal or administrative action or proceeding pending by or against Orezone or IAMGOLD Subco may continue to be prosecuted by or against IAMGOLD Amalco; E. a conviction against, or ruling, order or judgment in favour of or against, Orezone or IAMGOLD Subco may be enforced by or against IAMGOLD Amalco; F. the name of IAMGOLD Amalco shall be cancelledl; G. all outstanding Class A Shares shall be cancelled without any repayment of capital in respect thereof; H. all outstanding common shares of IAMGOLD Subco shall be cancelled and IAMGOLD shall receive on the Amalgamation one common share of IAMGOLD Amalco for the one common share of IAMGOLD Subco previously held by IAMGOLD; I. the registered and records office of IAMGOLD Amalco shall be located at l; J. the head office of IAMGOLD Amalco will be located at l; K. IAMGOLD Amalco shall be authorized to issue an unlimited number of common shares; L. the articles of amalgamation of IAMGOLD Amalco shall be substantially in the form attached as appendix l to this Plan of Arrangement; M. the by-laws of IAMGOLD Amalco shall be substantially in the form of the by-laws of IAMGOLD Subco; N. the first annual general meeting of IAMGOLD Amalco will be held within 18 months after the Effective Date; and (C) other than with respect to Dissent Shares, O. the Levon Shareholder first directors of IAMGOLD Amalco following the Amalgamation shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order l; provided that none of the SciVac Securityholders, foregoing will occur or be deemed to occur unless all of the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrarforgoing occurs.

The Arrangement. Commencing at the Effective Time, except as otherwise noted herein, the following shall will occur and shall will be deemed to occur in the following order without any further act or formality: formality on the part of any Person: (a) all Dissent Securities held by Dissenting Securityholders will be deemed to have been transferred to PHM, and: (i) Levon Optionseach Dissenting Securityholder will cease to have any rights as a PHM Securityholder other than the right to be paid by PHM, in accordance with the Dissent Rights, the fair value of such Dissent Securities; (ii) the Dissenting Securityholder's name will be removed as the holder of such Dissent Securities from the central securities register of PHM; (iii) the Dissent Securities will be cancelled; and (iv) the Dissenting Securityholder will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Dissent Securities; (b) notwithstanding the terms of the PHM Option Plan, including Dissent Optionsany agreement made thereunder, outstanding at each PHM Option that has not been duly exercised prior to the Effective Time shall will be deemed to be surrendered and transferred shall be cancelled (without any action on the part of the holder of the PHM Option), and each agreement relating to Levon each PHM Option will be terminated and cancelled of no further force and the holders of Dissent options shall effect, and: (i) in exchange, each Former PHM Optionholder will be entitled to receive the amount described following: (A) for each PHM Option registered in subsection the name of an Eligible PHM Optionholder that is outstanding immediately before the Effective Time, the holder will receive one (iii)(B1) below; New PHM Option to purchase from PHM one (1) New Common Share for every PHM Share that could be purchased under the PHM Option, and each such New PHM Option will be governed by the terms of the New PHM Option Plan and will have: (1) an exercise price per New Common Share equal to the exercise price of the applicable PHM Option multiplied by the New PHM Exercise Price Ratio, rounded to the nearest half cent, provided that in the event that such exercise price so calculated is less than $0.05, the exercise price will be rounded up to $0.05; provided that, none of the New PHM Options or Newco Options will be exercisable until, subsequent to the Effective Date, five trading days have elapsed in respect of each of PHM and Newco, such that the New PHM Exercise Price Ratio and Newco Exercise Price Ratio have been determined; (ii) the PHM Option Plan will be terminated, and neither PHM nor any PHM Optionholder will have any rights, liabilities or obligations with respect to the PHM Option Plan, any PHM Option or any agreements made in connection therewith; and (iii) the respective option registers of PHM and Newco will be deemed to be amended accordingly; and (c) PHM will undertake a reorganization of capital within the meaning of Section 86 of the Tax Act, which organization will occur in the following order: (i) the identifying name of the Levon PHM Shares shall will be changed from “CommonCommon Shares” shares to “Class A CommonCommon Shares” shares, there shall be created and the special rights and restrictions attached to such shares will be amended to provide that each PHM Share is entitled to two votes at any meeting of the Levon Shares the special right shareholders of PHM, and to reflect such amendments PHM’s articles will be deemed to be amended by replacing Section 26.3 of PHM’s articles in its entirety with a new Section 26.3 as set out in Appendix “A” to this Plan of Arrangement, Arrangement and PHM’s notice of articles will be deemed to be amended accordingly; (ii) the New Levon Common Shares, being shares without par value, shall will be created as a class, the identifying name of the New Levon Common Shares shall will be “Common” sharesCommon Shares”, and the maximum number of New Levon Common Shares which Levon is authorised PHM will be authorized to issue shall will be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. ; (iii) each Levon Shareholder shall transfer to Levonoutstanding PHM Share will be exchanged (without any further act or formality on the part of the PHM Shareholder), free and clear of any Lienall Encumbrances, all its Levon Shares and: for one (A1) New Common Share and one tenth (1/10) of one Newco Share (provided that if the foregoing would result in exchange for each Levon the issuance of a fraction of a Newco Share, other than a Dissent Share, Levon shall issue as fully paid or transfer then the number of Newco Shares otherwise issued will be rounded down to the Levon Shareholder, one New Levon Share nearest whole number of Newco Shares) and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon PHM Shares will thereupon be an amount equal to the paid-up capital of the Levon Sharescancelled, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: : (A) the Levon Shareholder thereof shall holders of PHM Shares will cease to be the Levon Shareholder holders thereof and cease to have any rights or privileges as holders of such Levon Share and PHM Shares; (B) the name of the Levon Shareholder shall holders’ names will be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelledPHM; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order provided that none of the SciVac Securityholders, foregoing will occur or be deemed to occur unless all of the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached foregoing occurs or is deemed to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registraroccur.

The Arrangement. Commencing at the Effective Time, each of the following events and transactions set out below shall occur and shall be deemed to occur in the following order sequence, in each case effective as at one-minute intervals starting at the Effective Time (except in each case where otherwise specifically stated in this Plan of Arrangement), without any further authorization, act or formality of or by BHC, B+L or any other Person: (a) each BHC Common Share held by a Dissenting BHC Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levonformality on its part, free and clear of any Lienall Liens, all its Levon Shares and: (A) in exchange for each Levon Shareclaims and encumbrances, other than a Dissent Share, Levon to BHC and BHC shall issue as fully paid or transfer thereupon be obliged to pay the Levon Shareholder, one New Levon Share amount therefor determined and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined payable in accordance with the Dissent Rights; (C) BCBCA and the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon SharesInterim Order, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder such holder shall be removed from the central securities register of Levon with respect to such Levon ShareBHC as a holder of BHC Common Shares; (Bb) such Levon each B+L Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon held by a Dissenting B+L Shareholder shall be registered deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, claims and encumbrances, to B+L and B+L shall thereupon be obliged to pay the amount therefor determined and payable in accordance with the CBCA and the Interim Order, and the name of such holder shall be removed from the central securities register of Levon B+L as the a holder of New Levon B+L Shares; (c) the authorized share capital of BHC shall be reorganized and its Articles amended to create and authorize the issuance (for clarity, in addition to the shares that BHC is authorized to issue immediately before such amendment) of an unlimited number of BHC Class A Shares and an unlimited number of BHC Special Shares having the same rights, privileges, restrictions and conditions attaching to each class as set out in paragraph 3(a)(iv)(A)Schedule A to this Plan of Arrangement; (vd) The SciVac Securityholders each BHC Option that is a BHC Remain Concentration Option shall be exchanged at the Effective Time for a BHC Replacement Option to purchase from BHC the number of BHC Class A Shares (rounded down to the nearest whole number) equal to (i) the number of BHC Common Shares underlying the BHC Option immediately prior to Effective Time, multiplied by (ii) the BHC Concentration Ratio, at an exercise price per BHC Class A Share (rounded up to the nearest whole cent) equal to (iii) the exercise price per BHC Common Share otherwise purchasable pursuant to such BHC Option immediately prior to the Effective Time, divided by (iv) the BHC Concentration Ratio, exercisable until the original expiry date of such BHC Option. Except as set out above, all other terms and conditions of such BHC Replacement Option, including the conditions to and manner of vesting and exercising, will transfer be the SciVac Sharessame as the BHC Option so exchanged, and any award document evidencing the corresponding BHC Option shall thereafter evidence such BHC Replacement Option. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC Option for a BHC Replacement Option and that the exercise price and the number of BHC Class A Shares purchasable pursuant to the BHC Replacement Options shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, including Treasury Regulation Section 1.409A-1(b)(5)(v)(D) thereunder. Therefore, in the event that the In-the-Money Amount in respect of a BHC Replacement Option determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Option for which it is exchanged and determined immediately before the Effective Time, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order number of BHC Class A Shares which may be acquired on exercise of the SciVac SecurityholdersBHC Replacement Option at and after the Effective Time, and/or the Acquired Levon Sharesexercise price per BHC Class A Share, will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the corresponding BHC Replacement Option determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Option determined immediately before the Effective Time; (vie) each BHC Option that is a BHC Spin Concentration Option shall be exchanged at the Effective Time for a Numberco Option to purchase from Numberco the number of Numberco Shares (rounded down to the nearest whole number) equal to (i) the number of BHC Common Shares underlying the BHC Option immediately prior to the Effective Time, multiplied by (ii) the B+L Concentration Ratio, at an exercise price per Numberco Share (rounded up to the nearest whole cent) equal to (x) the exercise price per BHC Common Share otherwise purchasable pursuant to such BHC Option immediately prior to the Effective Time, divided by (y) the B+L Concentration Ratio, exercisable until the original expiry date of such BHC Option. Except as set out above, all other terms and conditions of such Numberco Option, including the conditions to and manner of vesting and exercising, will be deemed to be the same as the BHC Option so exchanged, and any award document evidencing a BHC Option shall thereafter evidence such Numberco Option. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC Option for a Numberco Option and that the exercise price and the number of Numberco Shares purchasable pursuant to the Numberco Options shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, including Treasury Regulation Section 1.409A-1(b)(5)(v)(D) thereunder. Therefore, in the event that the In-the-Money Amount in respect of a Numberco Option determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Option for which it is exchanged determined immediately before the Effective Time, the number of Numberco Shares which may be acquired on exercise of the Numberco Option at and after the Effective Time, and/or the exercise price per Numberco Share, will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the Numberco Option determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Option determined immediately before the Effective Time; (f) each BHC RSU that is a BHC Basket RSU shall, at the Effective Time, be exchanged for: (i) a BHC Replacement RSU to acquire from BHC the number of BHC Class A Shares equal to the number of BHC Common shares Shares underlying the BHC RSU immediately prior to the Effective Time, and (ii) a Numberco RSU to acquire from Numberco the number of Numberco Shares (rounded down to the nearest whole number) equal to the product of the (A) number of BHC Common Shares underlying the BHC RSU immediately prior to the Effective Time, and (B) the Basket Ratio. Except as set out above, all other terms and conditions of such BHC Replacement RSU and Numberco RSU, including the conditions to and manner of vesting, will be the same as the BHC RSU so exchanged. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC RSU for a BHC Replacement RSU and a Numberco RSU and that the number of BHC Class A Shares and Numberco Shares issuable pursuant to the BHC Replacement RSUs and Numberco RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Basket RSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the authorized share structure event that the aggregate In-the-Money Amount in respect of Levonthe BHC Replacement RSU and Numberco RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Basket RSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement RSU and the number of Numberco Shares which may be acquired on settlement of the Numberco RSU will be adjusted accordingly with effect at and from the Effective Time to ensure that the aggregate In-The-Money Amount in respect of the corresponding BHC Replacement RSU and Numberco RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Basket RSU determined immediately before the Effective Time; (g) each BHC RSU that is a BHC Remain Concentration RSU shall be exchanged at the Effective Time for a BHC Replacement RSU entitling the holder to acquire from BHC the number of BHC Class A Shares (rounded down to the nearest whole number) equal to (i) the number of BHC Common Shares underlying the BHC RSU immediately prior to the Effective Time, multiplied by (ii) the BHC Concentration Ratio. Except as set out above, all other terms and conditions of such BHC Replacement RSU, including the conditions to and manner of vesting, will b the same as the BHC RSU so exchanged. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC RSU for a BHC Replacement RSU and that the number of BHC Class A Shares issuable pursuant to the BHC Replacement RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a classBHC Remain Concentration RSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the In-the-Money Amount in respect of the BHC Replacement RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Remain Concentration RSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement RSU at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the corresponding BHC Replacement RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Remain Concentration RSU determined immediately before the Effective Time; (h) each BHC RSU that is a BHC Spin Concentration RSU shall be eliminated exchanged at the Effective Time for a Numberco RSU entitling the holder to acquire from Numberco the number of Numberco Shares (rounded down to the nearest whole number) equal to (i) the number of BHC Common Shares underlying the BHC RSU immediately prior to the Effective Time, multiplied by (ii) the B+L Concentration Ratio. Except as set out above, all other terms and conditions of such Numberco RSU, including the conditions to and manner of vesting, will be the same as the BHC RSU so exchanged. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC RSU for a Numberco RSU and that the number of Numberco Shares issuable pursuant to the Numberco RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Spin Concentration RSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the In-the-Money Amount in respect of the Numberco RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Spin Concentration RSU for which it is exchanged determined immediately before the Effective Time, the number of Numberco Shares which may be acquired on settlement of the Numberco RSU at and after the Effective Time will be adjusted accordingly with effect at and from the authorized share structure Effective Time to ensure that the In-The-Money Amount in respect of Levonthe Numberco RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Spin Concentration RSU determined immediately before the Effective Time; (i) each BHC PSU that is a BHC Basket PSU shall, at the Effective Time, be exchanged for: (i) a BHC Replacement PSU to acquire from BHC the number of BHC Class A Shares (rounded down to the nearest whole number) equal to the number of BHC Common Shares underlying the BHC PSU immediately prior to the Effective Time, and (ii) a Numberco RSU to acquire from Numberco the number of Numberco Shares (rounded down to the nearest whole number) equal to the product of the (A) number of BHC Common Shares underlying the BHC PSU immediately prior to the Effective Time, and (B) the Basket Ratio. Except as set out above, all other terms and conditions of such BHC Replacement PSU and Numberco RSU, including the conditions to and manner of vesting, will be the same as the BHC PSU so exchanged (except the Numberco RSUs shall not be subject to any performance-based vesting conditions following the Effective Time). It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC PSU for a BHC Replacement PSU and a Numberco RSU and that the number of BHC Class A Shares and Numberco Shares issuable pursuant to the BHC Replacement PSUs and Numberco RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Basket PSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the aggregate In-the-Money Amount in respect of the BHC Replacement PSU and Numberco RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Basket PSU for which it is exchanged determined immediately before the Effective Time, the special right attached number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement PSU and the number of Numberco Shares which may be acquired on settlement of the Numberco RSU will be adjusted accordingly with effect at and from the Effective Time to such shares ensure that the aggregate In-The-Money Amount in respect of the corresponding BHC Replacement PSU and Part 26 Numberco RSU determined immediately after the completion of Levon’s articles the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Basket PSU determined immediately before the Effective Time; (j) each BHC PSU that is a BHC Remain Concentration PSU shall be deleted exchanged at the Effective Time for a BHC Replacement PSU entitling the holder to acquire from BHC the number of BHC Class A Shares (rounded down to the nearest whole number) equal to (i) the number of BHC Common Shares underlying the BHC PSU immediately prior to the Effective Time, multiplied by (ii) the BHC Concentration Ratio. Except as set out above, all other terms and Levon’s notice conditions of articles such BHC Replacement PSU, including the conditions to and manner of vesting, will be the same as the BHC PSU so exchanged. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC PSU for a BHC Replacement PSU and that the number of BHC Class A Shares issuable pursuant to the BHC Replacement PSUs shall be altered accordingly; and (viidetermined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Remain Concentration PSU that is subject to the provisions of subsection 7(1) The name of Levon the Tax Act and that is changed to SciVac Inc. or such other name as exchanged by a Canadian Holder in the event that the In-the-Money Amount in respect of the BHC Replacement PSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Remain Concentration PSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acceptable acquired on settlement of the BHC Replacement PSU at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to SciVac and ensure that the Registrar.In-The-Money Amount in respect of the corresponding BHC Replacement PSU determined imm

The Arrangement. Commencing at On the Effective TimeDate, the following shall occur and shall be deemed to occur in the following order without any further act or formalityformality notwithstanding anything contained in the provisions attaching to any of the securities of the Corporation. New Skyline or Copper Mountain, but subject to the provisions of Article 4: (i) Levon Options, including Dissent Options, outstanding at 3.1.1 The Memorandum of the Effective Time Corporation shall be surrendered amended to authorize the Corporation to issue 350,000,000 shares divided into 200,000,000 Common Shares and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon 100,000,000 Preferred Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, issuable in series and 50,000,000 Exchangeable Shares without par value and the Memorandum shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof amended as set out in Exhibit .I-A; 3.1.2 The Articles of the said Appendix “A”Corporation will be amended by adding the special rights and restrictions attached to the Exchangeable Shares set out in Exhibit I-B hereto; 3.1.3 The Corporation will transfer and assign to New Skyline all of the assets of the Corporation other than the Mill Equipment (collectively, and Levon’s notice of articles shall be altered accordingly. (iiithe "Transferred Assets") each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) at the fair market value thereof in exchange for each Levon Share, other than a Dissent Share, Levon shall New Skyline assuming the Indemnified Liabilities and the issue as fully paid or transfer by New Skyline to the Levon Shareholder, one Corporation of 40 New Levon Share Skyline Common Shares and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined non-interest bearing demand promissory note in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital difference between the fair market value of the Levon Shares, Transferred Assets less the Fair Market Value amount of the Spinco Shares distributed on such exchange; andIndemnified Liabilities (the "Note"); 3.1.4 Each issued and outstanding Skyline Common Share (ivother than those held by a dissenting holder) with respect to each Levon shall be exchanged for one Pre-Amalgamation Common Share and one Exchangeable Share: . Each Skyline Common Shareholder (Aother than a dissenting holder) the Levon Shareholder thereof shall cease to be the Levon Shareholder holder of the Skyline Common Shares so exchanged and shall become the holder of the number of Pre-Amalgamation Common Shares and Exchangeable Shares Issued to such Skyline Common Shareholder. The name of such Levon Share and the name of the Levon Skyline Common Shareholder shall be removed from the central securities register of Levon members of Skyline Common Shares with respect to such Levon Share; (B) such Levon Share the Skyline Common Shares so exchanged and shall be cancelled; and (C) other than with respect added to Dissent Shares, the Levon Shareholder shall be registered in the central securities register registers of Levon members of Pre-Amalgamation Common Shares and Exchangeable Shares as the holder of the number of Pre-Amalgamation Common Shares and Exchangeable Shares, respectively, so issued to such Skyline Common Shareholder; 3.1.5 One share certificate representing the aggregate number of Exchangeable Shares and one share certificate representing the aggregate number of Pre-Amalgamation Common Shares issued pursuant to section 3.1.4 will be issued to and held by the Depository in trust and for the benefit of the Skyline Common Shareholders (other than dissenting holders); 3.1.6 The Skyline Common Shares exchanged for Pre-Amalgamation Common Shares and Exchangeable Shares pursuant to section 3.1.4 shall be cancelled; 3.1.7 Each (former) Skyline Common Shareholder (other than a dissenting holder) will be deemed to have sold or transferred all of his, her or its Exchangeable Shares to New Levon Skyline for consideration consisting solely on one New Skyline Common Share for each Exchangeable Share so transferred. In connection with such sale and transfer each holder of Exchangeable Shares so sold and transferred shall cease to be the holder of the Exchangeable Shares so sold and transferred and shall become the holder of the number of New Skyline Common Shares issued to such holder. The name of such holder shall be removed from the register of members of Exchangeable Shares with respect to the Exchangeable Shares so sold and transferred and shall be added to the register of members of New Skyline Common Shares as the holder of the number of New Skyline Common Shares so issued to such holder, and New Skyline shall be and shall be deemed to be the transferee of the Exchangeable Shares so transferred and the name of New Skyline shall be entered in the register of members of Exchangeable Shares as the holder of the number of Exchangeable Shares so sold and transferred to New Skyline; 3.1.8 The Depository will deliver to New Skyline the share certificate representing the Exchangeable Shares sold and transferred to New Skyline pursuant to section 3.1.7; 3.1.9 All of the Exchangeable Shares owned by New Skyline shall be redeemed for their aggregate redemption value in exchange for the cancellation of the non-interest-bearing demand promissory note. The Exchangeable Shares will be cancelled; 3.1.10 All New Skyline Common Shares held by the Corporation will be cancelled; 3.1.11 The name of New Skyline be changed to "Skyline Gold Corporation" and the Memorandum of New Skyline be amended to be in the form provided in Exhibit I-C hereto; 3.1.12 The number of directors of New Skyline will be set at 4 and the directors of New Skyline will be ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; 3.1.13 The auditors of New Skyline will be KPMG LLP; 3.1.14 The Corporation and Copper Mountain will amalgamate, pursuant to the provisions of the Act, and continue as one company in the manner set out herein and with the effect set out in paragraph 3(a)(iv)(A)Section I 247 of the Company Act, and each of the Corporation and Copper Mountain will contribute to New Copper Mountain all of its assets, subject to all of its liabilities and New Copper Mountain will assume all such liabilities; (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) 3.1.15 The name of Levon is changed to SciVac Inc. New Copper Mountain will be "Copper Mountain Mines Ltd." or such other name as may be acceptable to SciVac the regulatory authorities and the Registrardirectors of Copper Mountain; 3.1.16 Each holder of Pre-Amalgamation Common Shares will receive one New Copper Mountain Common Share for every eight Pre-Amalgamation Common Shares held and each Copper Mountain Shareholder will receive such number of New Copper Mountain Common Shares as is equal to the Exchange Ratio for each Original Copper Mountain Common Share held. No fractional New Copper Mountain Common Shares will be issued to the Skyline Common Shareholders or the Original Copper Mountain Shareholders and no cash will be paid in lieu of fractional shares. Any fractions of New Copper Mountain Common Shares resulting from the foregoing exchange will be rounded to the nearest whole number with fractions of one-half or greater being rounded to the next higher whole number and fractions of less than one-half being rounded to the next lower whole number. 3.1.17 Each Original Copper Mountain Warrant will be amended so that each holder of an Original Copper Mountain Warrant will be entitled to receive on exercise of the Original Copper Mountain Warrant such number of New Copper Mountain Common Shares as to equal to the Exchange Ratio for each Original Copper Mountain Common Shares such holder of an Original Copper Mountain Warrant was entitled to at an exercise price equal to the exercise price set forth therein divided by the Exchange Ratio. Any fractions of New Copper Mountain Common Shares resulting from the foregoing exchange will be rounded to the nearest whole number with fractions of one-half or greater being rounded to the next higher whole number and fractions of less than one-half being rounded to the next lower whole number. 3.1.18 The Memorandum of New Copper Mountain will be as set forth in Exhibit I-D attached hereto, and the Article of New Copper Mountain will be set forth in Exhibit I-E attached hereto. 3.1.19 The directors of new Copper Mountain will be Chengfeng Zhou, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, L ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senator ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. 3.1.20 The auditors of New Copper Mountain will be KPMG LLP. 3.1.21 New Copper Mountain shall issue to New Skyline such number of New Copper Mountain Common Shares as is equal to 5 % of the total issued and outstanding New Copper Mountain Common Shares upon New Skyline entering into the Technical Services Agreement.

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

The Arrangement. Commencing at the Effective Time, subject to the Dissent Rights referred to in Section 3.1, the following shall occur and shall be deemed to occur in the following order without any further act or formalityformality and, except as otherwise noted in this Section 2.2, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it: (a) Each Nu-Gro Option held by an Optionholder that has not been duly exercised prior to the Effective Time will be transferred by the Optionholder to Nu-Gro and be cancelled in exchange for a cash payment from Nu-Gro equal to the greater of $1.00 and the amount, if any, by which (x) the number of Nu-Gro Common Shares subject to such Nu-Gro Option multiplied by an amount equal to the Consideration, exceeds (y) the aggregate exercise price payable for the Nu-Gro Common Shares subject to such Nu-Gro Option. (b) Each Nu-Gro Common Share (other than those held by Nu-Gro Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election has been made) and each Holdco Share will be transferred to and acquired by Subco in exchange for the payment of the Consideration. (c) In respect of each Nu-Gro Common Share transferred pursuant to Section 2.2(b), the name of the Shareholder will be removed from the register of Shareholders and Subco will be added to the register of Shareholders. (d) In respect of each Holdco Share transferred pursuant to Section 2.2(b), the name of the Holdco Shareholder will be removed from the applicable register of holders of Holdco Shares and Subco will be added to the applicable register of holders of Holdco Shares. (e) Subco and each Holdco shall be amalgamated to form Subco Amalco and will continue as one corporation under the OBCA and the following provisions will apply: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall common shares of Subco held by the holder thereof will be surrendered and transferred to Levon and cancelled and the holders exchanged for an equal number of Dissent options shall receive the amount described in subsection (iii)(B) belowSubco Amalco Common Shares; (ii) the identifying name all issued and outstanding shares of the Levon Shares each Holdco held by Subco shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out cancelled without any repayment of capital in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly.respect thereof; (iii) each Levon Shareholder shall transfer to Levon, free and clear the name of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder Subco Amalco shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights“Jupiter Acquisition Corporation”; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name address of the Levon Shareholder registered office of Subco Amalco shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A)▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇; (v) The SciVac Securityholders will transfer there shall be no restriction on the SciVac Shares, business Subco Amalco may carry on or on the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Sharespowers it may exercise; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, Subco Amalco shall be eliminated from authorized to issue an unlimited number of common shares (“Subco Amalco Common Shares”) and an unlimited number of preferred shares, issuable in series, in each case having the authorized share structure rights, privileges, restrictions and conditions set out in Appendix 2 hereto; (vii) the minimum number of Levon, the special right attached to such shares and Part 26 directors of Levon’s articles Subco Amalco shall be deleted one and Levon’s notice the maximum number of articles directors of Subco Amalco shall be altered accordinglyten (10), and the initial number shall be two (2); (viii) the directors of Subco Amalco shall be the directors of Subco immediately prior to the Effective Time; and (ix) the by-laws of Subco Amalco shall be substantially the same as the by-laws of Subco. (f) Subco Amalco and Nu-Gro shall be amalgamated to form Amalco and will continue as one corporation under the OBCA and the following provisions will apply: (i) the common shares of Subco Amalco held by the holder thereof will be exchanged for an equal number of Amalco Common Shares; (ii) all issued and outstanding shares of Nu-Gro held by Subco Amalco shall be cancelled without any repayment of capital in respect thereof; (iii) the name of Amalco shall be “The Nu-Gro Corporation”; (iv) the address of the registered office of Amalco shall be ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇; (v) there shall be no restriction on the business Amalco may carry on or on the powers it may exercise; (vi) Amalco shall be authorized to issue an unlimited number of common shares (“Amalco Common Shares”) and an unlimited number of preferred shares, issuable in series, in each case having the rights, privileges, restrictions and conditions set out in Appendix 3 hereto; (vii) The name the minimum number of Levon is changed to SciVac Inc. or such other name as may directors of Amalco shall be acceptable to SciVac one and the Registrarmaximum number of directors of Amalco shall be ten (10), and the initial number shall be two (2); (viii) the directors of Amalco shall be the directors of Subco Amalco immediately prior to the Effective Time; and (ix) the by-laws of Amalco shall be substantially the same as the by-laws of Subco Amalco.

The Arrangement. Commencing at At the Effective Time, the following shall occur and shall be deemed to occur have occurred in the following order without any further act or formality: (ia) Levon OptionsYGC will change its name to Yukon-Nevada Gold Corp., including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable approved by the directors of YGC and Queenstake acting reasonably, subject to SciVac Appropriate Regulatory Approval; (b) each Queenstake Share, other than Queenstake Shares held by Queenstake Shareholders who have validly exercised Dissent Rights, will be deemed to be transferred to YGC and, subject to Section 4.2 each such Queenstake Shareholder will receive one New YGC Share for every ten Queenstake Shares held; (c) each Queenstake Option, to the extent that it has not been exercised, shall subject to Section 4.2, be transferred to YGC in exchange for a New YGC Option to purchase that number of New YGC Shares determined by dividing the number of Queenstake Shares subject to each such Queenstake Option by ten at an exercise price per New YGC Share equal to the exercise price per Queenstake Share of each such Queenstake Option multiplied by ten, with a term to expiry equivalent to the Queenstake Option. If the foregoing calculation results in the option being exercisable for a fraction of a New YGC Share, then the number of New YGC Shares subject to such option shall be rounded down to the nearest whole number of shares and the Registraraggregate exercise price for the option will be reduced by the exercise price for one New YGC Share multiplied by the fractional entitlement. All options issued by YGC on such exchange shall be governed by the New YGC Stock Option Plan; (d) each Queenstake Warrant, to the extent that it has not been exercised, shall subject to Section 4.2, be transferred to YGC in exchange for a New YGC Warrant to purchase that number of New YGC Shares determined by dividing the number of Queenstake Shares subject to each such Queenstake Warrant by ten at an exercise price per New YGC Share equal to the exercise price per Queenstake Share of each such Queenstake Warrant multiplied by ten, with a term to expiry equivalent to the Queenstake Warrant. If the foregoing calculation results in the warrant being exercisable for a fraction of a New YGC Share, then the number of New YGC Shares subject to such warrant shall be rounded down to the nearest whole number of shares and the aggregate exercise price for the warrant will be reduced by the exercise price for one New YGC Share multiplied by the fractional entitlement. All warrants issued by YGC on such exchange shall be governed by the certificates representing such New YGC Warrants; (e) with respect to each of the Queenstake Shares, Queenstake Stock Options and Queenstake Warrants transferred to YGC pursuant to the Plan of Arrangement, at the Effective Time, without any further act or formality: (i) the holder thereof shall cease to be the holder of such security and the name of the holder thereof shall be removed from the register of such securities of Queenstake; and (ii) the holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to validly transfer such security to YGC in accordance with the Plan of Arrangement. (f) the number of directors of YGC will be fixed at ten (10); and (g) the board of directors of YGC will be comprised of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, subject to YGC having received consents to act from each of the foregoing.

The Arrangement. Commencing at the Effective Time, the following shall occur and The transactions contemplated by this Agreement shall be deemed effected by way of Arrangement pursuant to occur section 130 of the NSCA on the terms and subject to the conditions contained in this Agreement and the following order without any further act or formalityPlan of Arrangement. Pursuant to the Arrangement: (a) Etruscan will be amalgamated with Subco; (b) Upon the amalgamation of Etruscan and Subco: (i) Levon Options, including Dissent Options, outstanding at the Effective Time all Etruscan Common Shares (other than Etruscan Common Shares held by Endeavour and its affiliates and by dissenting Etruscan Shareholders) shall be surrendered and transferred to Levon and cancelled without any repayment of capital in respect thereof and the former holders of Dissent options shall such Etruscan Common Shares will receive the amount described 0.0932 of an Endeavour Common Share and $0.26 in subsection (iii)(B) belowcash for each such Etruscan Common Share; (ii) each outstanding Etruscan Warrant will be terminated and the identifying name former holder will receive a Replacement Warrant entitling the holder to receive, for the same aggregate exercise price, 0.0932 of the Levon Shares shall an Endeavour Common Share and $0.26 in cash for each such Etruscan Common Share previously issuable under such terminated Etruscan Warrant. The term to expiry, conditions to and manner of exercising, vesting schedule and all other terms and conditions of such Replacement Warrant will otherwise be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”unchanged, and Levon’s notice of articles any document or agreement previously evidencing an Etruscan Warrant shall thereafter evidence and be altered accordingly.deemed to evidence such Replacement Warrant; and (iii) each Levon Shareholder shall transfer outstanding Etruscan Option will be terminated and the former holder will receive a Replacement Option entitling the holder to Levon, free and clear receive 0.0932 of any Lien, all its Levon Shares and: (A) in exchange an Endeavour Common Share for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Etruscan Common Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent previously issuable under such terminated Etruscan Option, the Dissenting Securityholder shall be entitled to receive from Levon at an amount agreed upon with Levon or exercise price per 0.0932 of an Endeavour Common Share equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder exercise price per Etruscan Common Share of such Levon Share Etruscan Option less $0.26. The term to expiry, conditions to and the name manner of the Levon Shareholder exercising, vesting schedule and all other terms and conditions of such Replacement Option will otherwise be unchanged, and any document or agreement previously evidencing an Etruscan Option shall thereafter evidence and be removed from the central securities register of Levon with respect deemed to evidence such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the RegistrarReplacement Option.

The Arrangement. Commencing at The Arrangement 3.1 At the Effective Time, the following shall will occur and shall will be deemed to occur in the following order sequence without any further authorization, act or formalityformality by Genco, Silvermex or any other person: (ia) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name each of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created issued and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon outstanding Silvermex Common Shares, being shares without par valueother than those held by Dissenting Shareholders, shall will be created as a class, the identifying name of the New Levon Shares shall deemed to be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levonacquired by Genco, free and clear of any LienLiens, all its Levon Shares and: (A) in exchange for each Levon 0.90909 Pre-Split Genco Shares, if the Genco Share Split has not occurred, or one Genco Common Share, other than if the Genco Share Split has occurred, (the “Exchange Ratio”), provided that the aggregate number of Genco Common Shares payable to any Silvermex Shareholder, if calculated to include a Dissent fraction of a Genco Common Share, Levon shall issue as fully paid or transfer will be rounded to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco nearest whole Genco Common Share; (Bb) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall Silvermex Shareholder will be entitled deemed to receive from Levon an amount agreed upon with Levon or equal have transferred such Silvermex Common Shares held by him to the fair value thereof determined Genco and Genco will be deemed to have issued Genco Common Shares in accordance with the Dissent Rightsexchange therefor; (Cc) the stated capital of the New Levon Shares each Silvermex Shareholder will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder a holder of such Levon Share Silvermex Common Shares and the name of the Levon each Silvermex Shareholder shall will be removed from the central securities register of Levon with respect to such Levon ShareSilvermex as of the Effective Date; (Bd) such Levon the certificate representing each Silvermex Common Share shall will be cancelled; anddeemed to have been cancelled as of the Effective Date; (Ce) other than with respect each Silvermex Shareholder will be deemed to Dissent have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (f) Genco will be and will be deemed to be the transferee of all Silvermex Common Shares, the Levon Shareholder shall free and clear of any Liens, and will be registered entered in the central securities register of Levon Silvermex as the holder of New Levon such Silvermex Common Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordinglyEffective Date; and (viig) The name each outstanding Silvermex Option (which will be governed by the terms of Levon the Genco Share Option Plan) will be deemed exercisable for Genco Common Shares, such that: (i) on exercise of each Silvermex Option, the holder will be entitled to acquire, and will accept in lieu of the number of Silvermex Common Shares to which such holder was entitled immediately before the Effective Date, the number of Genco Common Shares equal to the product of (A) the number of Silvermex Common Shares subject to the Silvermex Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Genco Common Share, then the number of Genco Common Shares otherwise issued on exercise of the Silvermex Option will be rounded to the nearest whole number of Genco Common Shares; and (ii) each such Silvermex Option will have an exercise price per Genco Common Share, denominated in the same currency as applicable to the Silvermex Option for which it is changed exchanged, of an amount (rounded up to SciVac Inc. or the nearest one-hundredth of a dollar) equal to the quotient of (C) the exercise price per Silvermex Common Share subject to such other name as may be acceptable to SciVac and Silvermex Option immediately before the RegistrarEffective Date divided by (D) the Exchange Ratio.

The Arrangement. Commencing at the Effective Time, the following shall events and transactions set out in Subsections (a) to (h) inclusive will occur and shall be deemed to occur in the following order set out below without any further act or formality, and with each event or transaction occurring and being deemed to occur immediately after the occurrence of the immediately preceding event or transaction: (a) Each Parentco Old Common Share in respect of which a Parentco Shareholder has exercised Dissent Rights and for which the Parentco Shareholder is ultimately entitled to be paid fair value (each a “Dissent Share”) will be deemed to have been repurchased by Parentco for cancellation in consideration for a debt-claim against Parentco to be paid the fair value of such Dissent Share in accordance with Article 3 of this Plan of Arrangement, net of any applicable withholding tax, and such Dissent Share will thereupon be cancelled; (b) The authorized share structure of Parentco will be reorganized and altered by (i) changing the identifying name of the issued and unissued Parentco Old Common Shares from “Common shares” to “Class A Common shares” and amending the special rights and restrictions attached to such shares to provide the holders thereof with two votes in respect of each share held, and (ii) creating a new class of shares without par value issuable in an unlimited number with the identifying name “Class B Common shares” having special rights and restrictions identical to those attaching to the Parentco Old Common Shares prior to the amendments described in paragraph (b)(i) above; (c) Parentco will issue 4,000,000 fully paid and non-assessable Parentco New Common Shares to Spinco for an aggregate issue price equal to the fair market value thereof and add an amount equal to such issue price to the capital of the Parentco New Common Shares and in consideration therefor, Spinco will issue the number of fully paid and non-assessable Spinco Common Shares having a fair market value equal to the fair market value of the Parentco New Common Shares received to Parentco for an aggregate issue price equal to the fair market value thereof and add an amount equal to such issue price to the capital of the Spinco Common Shares; (d) The issued and outstanding Spinco Common Shares will be subdivided into that number of Spinco Common Shares equal to the number of issued and outstanding Parentco Old Common Shares; (e) Each holder of a Parentco Stock Option will dispose of and be deemed to dispose of the Parentco Stock Option and in consideration therefor will concurrently receive (i) one Parentco Replacement Stock Option having an exercise price equal to the product obtained by multiplying: (A) the exercise price of the Parentco Stock Option by (B) the quotient obtained by dividing the 20 Day VWAP of a Parentco New Common Share by the aggregate of the 20 Day VWAP of a Parentco New Common Share and the 20 Day VWAP of a Spinco Common Share, rounded to the nearest whole cent and subject to adjustment as set out below, and (ii) one Spinco Replacement Stock Option having an exercise price equal to the product obtained by multiplying: (A) the exercise price of the Parentco Stock Option by (B) the quotient obtained by dividing the 20 Day VWAP of a Spinco Common Share by the aggregate of the 20 Day VWAP of a Parentco New Common Share and the 20 Day VWAP of a Spinco Common Share, rounded to the nearest whole cent and subject to adjustment as set out below, and all Parentco Stock Options will thereupon be cancelled (each such disposition, receipt, and cancellation, collectively, an “Option Exchange”), provided that the exercise prices of each Parentco Replacement Stock Option and each Spinco Replacement Stock Option issued pursuant to an Option Exchange will be and be deemed to be automatically increased if necessary so that the aggregate In the Money Amounts thereof immediately after the Option Exchange does not exceed the In the Money Amount of the exchanged Parentco Stock Option determined immediately before the Option Exchange, with the intention that subsection 7(1.4) of the Tax Act will apply to each Option Exchange; (f) Each outstanding Parentco Warrant will remain outstanding in accordance with its terms and will, in lieu of being exercisable for one (1) Parentco Old Common Share, be exercisable for: (i) Levon Options, including Dissent Options, outstanding at one (1) Parentco New Common Share having an exercise price equal to the Effective Time shall be surrendered and transferred to Levon and cancelled product obtained by multiplying: (A) the exercise price of the Parentco Warrant by (B) the quotient obtained by dividing the 20 Day VWAP of a Parentco New Common Share by the aggregate of the 20 Day VWAP of a Parentco New Common Share and the holders 20 Day VWAP of Dissent options shall receive a Spinco Common Share, rounded to the amount described in subsection (iii)(B) below;nearest whole cent, and (ii) one (1) Spinco Common Share having an exercise price equal to the identifying name product obtained by multiplying: (A) the exercise price of the Levon Shares shall be changed from “Common” shares to “Class A Common” sharesParentco Warrant by (B) the quotient obtained by dividing the 20 Day VWAP of a Spinco Common Share by the aggregate of the 20 Day VWAP of a Parentco New Common Share and the 20 Day VWAP of a Spinco Common Share, there shall be created and attached rounded to the Levon Shares nearest whole cent; (g) Each Parentco Shareholder will dispose of each Parentco Old Common Share held to Parentco and in consideration therefor Parentco will issue or distribute to the special right set out Parentco Shareholder (i) one fully paid and non-assessable Parentco New Common Share having an issue price equal to the fair market value thereof, and (ii) one Spinco Common Share (the “Share Exchange”), and, in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly.respect thereof, (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon each Parentco Shareholder shall will be removed from the central securities register of Levon with respect for the Parentco Old Common Shares and added to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon for the Parentco New Common Shares and the Spinco Common Shares as the holder of the number of Parentco New Levon Common Shares as set out and Spinco Common Shares, respectively, received pursuant to the Share Exchange, (iv) the Parentco Old Common Shares will be cancelled and the capital in paragraph 3(a)(iv)(A);respect of such shares will be reduced to nil, and (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or an amount equal to the order capital of the SciVac Securityholders, Parentco Old Common Shares immediately before the Acquired Levon SharesShare Exchange less the aggregate fair market value of the Spinco Common Shares distributed on the Share Exchange will be added to the capital in respect of the Parentco New Common Shares issued on the Share Exchange; (vih) the Class A Common shares in the The authorized share structure of Levon, as a class, shall Parentco will be eliminated reorganized and altered by (i) eliminating the Parentco Old Common Shares from the authorized share structure of LevonParentco, and (ii) changing the special right attached identifying name of the issued and unissued Parentco New Common Shares from “Class B Common shares” to “Common shares”; (i) Parentco will issue to Newcrest a number of fully paid and non-assessable Parentco New Common Shares having an aggregate issue price equal to CAD$19,074,425 such shares that immediately after the issuance, Newcrest will own 19.9% of the issued and Part 26 outstanding Parentco New Common Shares and, in respect thereof: (i) Newcrest will be added to the central securities register for the Parentco New Common Shares as the holder of Levon’s articles shall that number of Parentco New Common Shares, and (ii) an amount equal to the issue price of the Parentco New Common Shares so issued will be deleted and Levon’s notice added to the capital in respect of articles shall be altered accordinglythe Parentco New Common Shares; (j) Parentco will change its name to “Azucar Minerals Ltd.”; and (viik) The Spinco will change its name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrar.“Almadex Minerals Ltd.”

The Arrangement. Commencing at At the Effective Time, the following shall occur and shall be deemed to occur have occurred in the following order without any further act or formality: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the The holders of Dissent options the Peregrine Options shall cease to be entitled to receive Peregrine Shares upon the amount described in subsection (iii)(B) below;exercise of such Peregrine Options. (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” sharesThe Peregrine Warrants, there shall be created and attached if outstanding immediately prior to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par valueEffective Time, shall be created as a class, remain outstanding and exercisable for the identifying name of Cash Consideration and Share Consideration in accordance with the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordinglyapplicable Peregrine Warrant Adjustment provision. (iii) each Levon Each Peregrine Share held by a Dissenting Peregrine Shareholder shall transfer to Levon(for greater certainty, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than being a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance Peregrine Shareholder who has complied with the Dissent Rights; Rights shall be deemed to have been transferred to AcquireCo (Cfree of any Encumbrances) the stated capital in consideration for a debt claim against AcquireCo to be paid fair value of the New Levon Shares will be an amount equal such Peregrine Share pursuant to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share Dissent Procedures and the name of the Levon such Dissenting Peregrine Shareholder shall be removed from the central securities register of Levon with respect holders of Peregrine Shares and AcquireCo shall be recorded as the registered holder of Peregrine Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free of any Encumbrances). (iv) Each Peregrine Share held by a Former Peregrine Shareholder shall be transferred by the holder thereof to AcquireCo (free of any Encumbrances), and each Former Peregrine Shareholder shall be entitled to receive, in exchange therefor and subject to the following provisions of this Section 3, the Cash Consideration and the Share Consideration and the name of such Former Peregrine Shareholder shall be removed from the register of holders of Peregrine Shares and AcquireCo shall be recorded as the registered holder of Peregrine Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free of any Encumbrances), and such transfer shall be made upon the presentation and surrender, by or on behalf of the Former Peregrine Shareholder to the Depository, of the certificate formerly representing Peregrine Shares and a Letter of Transmittal. (v) Each Peregrine Option outstanding immediately prior to the Effective Time shall be exchanged for an option granted by Stillwater (each a “Stillwater Replacement Option” and collectively the “Stillwater Replacement Options”) to acquire that number of Stillwater Shares equal to the product of (A) the number of Peregrine Shares subject to the Peregrine Option immediately before the Effective Time and (B) the Option Exchange Ratio. The exercise price per Stillwater Share subject to any Stillwater Replacement Option shall be equal to the quotient of (A) the exercise price per Peregrine Share subject to such Levon SharePeregrine Option immediately before the Effective Time divided by (B) the Option Exchange Ratio provided that the aggregate exercise price payable on any particular exercise of Stillwater Replacement Options shall be rounded up to the nearest whole cent. Except as set out above, the terms of each Stillwater Replacement Option will be the same as the Peregrine Option exchanged therefor. (vi) The stated capital in respect of the Peregrine Shares shall be reduced to $1.00 without any repayment of capital in respect thereof. (vii) Peregrine will file an election with the Canada Revenue Agency, to be effective prior to the amalgamation described in section 3(a)(viii) hereof, to cease to be a public corporation for the purposes of the Tax Act. (viii) Acquireco and Peregrine shall be amalgamated (the “Amalgamation”) with the same effect as under section 184 of the CBCA to form Amalco and upon the Amalgamation: (i) the Amalgamation and the continuance of Acquireco and Peregrine as Amalco becomes effective; (Bii) such Levon Share shall all of the property of each Acquireco and Peregrine continues to be cancelled; andthe property of Amalco (except shares and indebtedness of Acquireco and Peregrine owned by the other); (Ciii) Amalco continues to be liable for the obligations of each of Acquireco and Peregrine (other than with respect any obligation of Acquireco or Peregrine to Dissent Sharesthe other); (iv) any existing cause of action, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A)claim or liability to prosecution is unaffected; (v) The SciVac Securityholders will transfer the SciVac Sharesany civil, the Capital Notes criminal or administrative action or proceeding pending by or against Acquireco and the Loans Peregrine may continue to Levon and in exchange Levon will issue to be prosecuted by or to the order of the SciVac Securityholders, the Acquired Levon Sharesagainst Amalco; (vi) any conviction against, or ruling, order or judgment in favour of or against, Acquireco or Peregrine may be enforced by or against Amalco; (vii) the Class A Common articles and by-laws of Acquireco immediately before the Effective Time are deemed to be the articles of Amalco, and the Certificate is deemed to be the certificate of incorporation of Amalco; (viii) all shares in the authorized share structure capital stock of Levon, as a class, Peregrine shall be eliminated from the authorized share structure cancelled without any repayment of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordinglycapital in respect thereof; and (viiix) The name no shares shall be issued by Amalco in connection with the Amalgamation and all shares in the capital stock of Levon is changed Acquireco prior to SciVac Inc. or such other name the Amalgamation shall be unaffected and shall continue as may be acceptable to SciVac and the Registrarshares of Amalco.

The Arrangement. Commencing at At the Effective Time, the following shall occur and shall be deemed to occur have occurred in the following order without any further act or formality: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the The holders of Dissent options the Peregrine Options shall cease to be entitled to receive Peregrine Shares upon the amount described in subsection (iii)(B) below;exercise of such Peregrine Options. (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” sharesThe Peregrine Warrants, there shall be created and attached if outstanding immediately prior to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par valueEffective Time, shall be created as a class, remain outstanding and exercisable for the identifying name of Cash Consideration and Share Consideration in accordance with the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordinglyapplicable Peregrine Warrant Adjustment provision. (iii) each Levon Each Peregrine Share held by a Dissenting Peregrine Shareholder shall transfer to Levon(for greater certainty, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than being a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance Peregrine Shareholder who has complied with the Dissent Rights; Rights shall be deemed to have been transferred to AcquireCo (Cfree of any Encumbrances) the stated capital in consideration for a debt claim against AcquireCo to be paid fair value of the New Levon Shares will be an amount equal such Peregrine Share pursuant to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share Dissent Procedures and the name of the Levon such Dissenting Peregrine Shareholder shall be removed from the central securities register of Levon with respect holders of Peregrine Shares and AcquireCo shall be recorded as the registered holder of Peregrine Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free of any Encumbrances). (iv) Each Peregrine Share held by a Former Peregrine Shareholder shall be transferred by the holder thereof to AcquireCo (free of any Encumbrances), and each Former Peregrine Shareholder shall be entitled to receive, in exchange therefor and subject to the following provisions of this Section 3, the Cash Consideration and the Share Consideration and the name of such Former Peregrine Shareholder shall be removed from the register of holders of Peregrine Shares and AcquireCo shall be recorded as the registered holder of Peregrine Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free of any Encumbrances), and such transfer shall be made upon the presentation and surrender, by or on behalf of the Former Peregrine Shareholder to the Depository, of the certificate formerly representing Peregrine Shares and a Letter of Transmittal. (v) Each Peregrine Option outstanding immediately prior to the Effective Time, whether vested or not, shall be exchanged for a fully-vested option granted by Stillwater (each a “Stillwater Replacement Option” and collectively the “Stillwater Replacement Options”) to acquire that number of Stillwater Shares equal to the product of (A) the number of Peregrine Shares subject to the Peregrine Option immediately before the Effective Time and (B) the Option Exchange Ratio. The exercise price per Stillwater Share subject to any Stillwater Replacement Option shall be equal to the quotient of (A) the exercise price per Peregrine Share subject to such Levon SharePeregrine Option immediately before the Effective Time divided by (B) the Option Exchange Ratio. Except as set out above, the terms of each Stillwater Replacement Option will be the same as the Peregrine Option exchanged therefor, but the expiry date shall be the same as if the holder of the Peregrine Options had not ceased to be employed by Peregrine. (vi) The stated capital in respect of the Peregrine Shares shall be reduced to $1.00 without any repayment of capital in respect thereof. (vii) Peregrine will file an election with the Canada Revenue Agency, to be effective prior to the amalgamation described in section 3(a)(viii) hereof, to cease to be a public corporation for the purposes of the Tax Act. (viii) Acquireco and Peregrine shall be amalgamated (the “Amalgamation”) with the same effect as under section 184 of the CBCA to form Amalco and upon the Amalgamation: (i) the Amalgamation and the continuance of Acquireco and Peregrine as Amalco becomes effective; (Bii) such Levon Share shall all of the property of each Acquireco and Peregrine continues to be cancelled; andthe property of Amalco (except shares and indebtedness of Acquireco and Peregrine owned by the other); (Ciii) Amalco continues to be liable for the obligations of each of Acquireco and Peregrine (other than with respect any obligation of Acquireco or Peregrine to Dissent Sharesthe other); (iv) any existing cause of action, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A)claim or liability to prosecution is unaffected; (v) The SciVac Securityholders will transfer the SciVac Sharesany civil, the Capital Notes criminal or administrative action or proceeding pending by or against Acquireco and the Loans Peregrine may continue to Levon and in exchange Levon will issue to be prosecuted by or to the order of the SciVac Securityholders, the Acquired Levon Sharesagainst Amalco; (vi) any conviction against, or ruling, order or judgment in favour of or against, Acquireco or Peregrine may be enforced by or against Amalco; (vii) the Class A Common articles and by-laws of Acquireco immediately before the Effective Time are deemed to be the articles of Amalco, and the Certificate is deemed to be the certificate of incorporation of Amalco; (viii) all shares in the authorized share structure capital stock of Levon, as a class, Peregrine shall be eliminated from the authorized share structure cancelled without any repayment of Levon, the special right attached to such capital in respect thereof; (ix) no shares and Part 26 of Levon’s articles shall be deleted issued by Amalco in connection with the Amalgamation and Levon’s notice all shares in the capital stock of articles Acquireco prior to the Amalgamation shall be altered accordinglyunaffected and shall continue as shares of Amalco; (x) the board of directors of Amalco shall consist of the following individuals: ●; and (viixi) The the name of Levon is changed to SciVac Inc. or such other name as may Amalco shall be acceptable to SciVac and the Registrar●.

The Arrangement. Commencing Subject to the terms of the Plan of Arrangement, at the Effective Time, the following shall occur and shall be deemed to occur have occurred in the following order without any further act or formality: (ia) Levon OptionsYGC will change its name to Yukon-Nevada Gold Corp., including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable approved by the directors of YGC and Queenstake acting reasonably, subject to SciVac Appropriate Regulatory Approval; (b) each Queenstake Share, other than Queenstake Shares held by Queenstake Shareholders who have validly exercised Dissent Rights, will be deemed to be transferred to YGC and, subject to Section 4.2 of the Plan of Arrangement, each such Queenstake Shareholder will receive one New YGC Share for every ten Queenstake Shares held; (c) each Queenstake Option, to the extent that it has not been exercised, shall subject to Section 4.2 of the Plan of Arrangement, be transferred to YGC in exchange for a New YGC Option to purchase that number of New YGC Shares determined by dividing the number of Queenstake Shares subject to each such Queenstake Option by ten at an exercise price per New YGC Share equal to the exercise price per Queenstake Share of each such Queenstake Option multiplied by ten, with a term to expiry equivalent to the Queenstake Option. If the foregoing calculation results in the option being exercisable for a fraction of a New YGC Share, then the number of New YGC Shares subject to such option shall be rounded down to the nearest whole number of shares and the Registraraggregate exercise price for the option will be reduced by the exercise price for one New YGC Share multiplied by the fractional entitlement. All options issued by YGC on such exchange shall be governed by the New YGC Stock Option Plan; (d) each Queenstake Warrant, to the extent that it has not been exercised, shall subject to Section 4.2 of the Plan of Arrangement, be transferred to YGC in exchange for a New YGC Warrant to purchase that number of New YGC Shares determined by dividing the number of Queenstake Shares subject to each such Queenstake Warrant by ten at an exercise price per New YGC Share equal to the exercise price per Queenstake Share of each such Queenstake Warrant multiplied by ten, with a term to expiry equivalent to the Queenstake Warrant. If the foregoing calculation results in the warrant being exercisable for a fraction of a New YGC Share, then the number of New YGC Shares subject to such warrant shall be rounded down to the nearest whole number of shares and the aggregate exercise price for the warrant will be reduced by the exercise price for one New YGC Share multiplied by the fractional entitlement. All warrants issued by YGC on such exchange shall be governed by the certificates representing such New YGC Warrants; (e) with respect to each of the Queenstake Shares, Queenstake Stock Options and Queenstake Warrants transferred to YGC pursuant to the Plan of Arrangement, at the Effective Time, without any further act or formality: (i) the holder thereof shall cease to be the holder of such security and the name of the holder thereof shall be removed from the register of such securities of Queenstake; and (ii) the holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to validly transfer such security to YGC in accordance with the Plan of Arrangement. (f) the number of directors of YGC will be fixed at ten (10); and (g) the board of directors of YGC will be comprised of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, subject to YGC having received consents to act from each of the foregoing.

The Arrangement. 3.1 The Arrangement Commencing at the Effective Time, the following shall will occur and shall will be deemed to occur in the following order sequence without any further authorization, act or formalityformality by Earthstone, Earthstone Acquisition, Lynden, Lynden Securityholders or any other person: (a) each issued and outstanding Lynden Share held by a Dissenting Shareholder will be, and will be deemed to be, transferred by the holder thereof, free and clear from any claims, liens or encumbrances to Earthstone and thereupon each Dissenting Shareholder shall cease to have any rights as a Lynden Shareholder other than the right to be paid the fair value for their Lynden Shares as set out in Article 4 and such Dissenting Shareholder’s name will be removed from the central securities register of Lynden in respect of such Lynden Share as at the Effective Time; and (b) each issued and outstanding Lynden Share, other than any Lynden Shares held by a Dissenting Shareholder and other than the Lynden Shares already held by Earthstone, will be, and will be deemed to be, transferred by the holder thereof to Earthstone and acquired by Earthstone, free and clear from any claims, liens or encumbrances in exchange for 0.02842 shares of Earthstone Common Stock (the “Share Exchange Ratio”) and in respect of each such Lynden Share: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders holder of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon such Lynden Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of holder thereof at the Effective Time concurrently with the exchange referred to in this Section 3.1(b) and such Levon Share and the holder’s name of the Levon Shareholder shall be removed from the central securities register of Levon with Lynden in respect to of such Levon ShareLynden Share as of the Effective Time; (Bii) such Levon Share Earthstone shall be cancelled; and deemed to be the transferee of such Lynden Share (Cfree from any claim, lien or encumbrance) other than with respect to Dissent Shares, at the Levon Shareholder Effective Time and shall be registered entered in the central securities register of Levon Lynden as the holder thereof; and (iii) Earthstone will issue and deliver to the Depositary on behalf of New Levon the holder of such Lynden Share 0.02842 shares of Earthstone Common Stock, which Earthstone Common Stock will be issued as fully paid and non-assessable shares of Earthstone and certificates representing such Earthstone Common Stock will be delivered to the Depositary, to be dealt with in accordance with Article 5 below, as the sole consideration therefor and the central securities register of Earthstone will be revised accordingly. (c) the Lynden Options will be dealt with in accordance with Section 3.3 below; (d) Earthstone Acquisition shall amalgamate with and into Lynden to form one corporation with the same effect as if they had amalgamated under Section 269 of the Business Corporations Act, except that the separate legal existence of Lynden will not cease and Lynden will survive the amalgamation (Lynden, as such surviving entity, “Amalco”), in accordance with the following: (i) at the time of the amalgamation, the separate legal existence of Earthstone Acquisition shall cease without Earthstone Acquisition being liquidated or wound up and Earthstone Acquisition and Lynden shall continue as one company; (ii) the notice of articles of amalgamation and articles of Amalco shall be substantially in the form of the notice of articles and articles of Earthstone Acquisition, taking into account the transactions set forth herein; (iii) the Lynden Shares held by Earthstone Acquisition shall be cancelled without reimbursement of the capital represented thereby and the capital of Amalco shall be the same as set out in paragraph 3(a)(iv)(A)the capital of Earthstone Acquisition immediately prior to the Amalgamation; (iv) the property, rights and interests of Earthstone Acquisition and Lynden will be the property, rights and interests of Amalco; (v) The SciVac Securityholders will transfer Amalco shall be liable for the SciVac Shares, the Capital Notes obligations of Earthstone Acquisition and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon SharesLynden; (vi) the Class A Common shares in the authorized share structure any existing cause of Levonaction, as a class, claim or liability to prosecution of Earthstone Acquisition or Lynden shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; andunaffected; (vii) The name of Levon is changed to SciVac Inc. any legal proceeding being prosecuted or such other name as pending by or against either Earthstone Acquisition or Lynden may be acceptable to SciVac prosecuted, or by its prosecution may be continued, as the case may be, by or against Amalco; (viii) a conviction against, or ruling, order or judgment in favour of or against either Earthstone Acquisition or Lynden may be enforced by or against Amalco; (ix) Amalco’s name shall be Lynden Energy Corp.; (x) the board of directors of Amalco shall consist of the following persons: Name: Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (xi) the officers of Amalco shall consist of the following persons: Name: Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Financial Officer and Secretary (xii) the Registrarfirst auditors of Amalco shall be Deloitte LLP, who shall hold office until the first annual meeting of Amalco following the amalgamation or until their successors are elected or appointed, and for the purposes of Section 270 of the Business Corporations Act, the provisions of this section shall constitute the amalgamation agreement between Earthstone Acquisition and Lynden.

The Arrangement. Commencing at the Effective Time, each of the following shall events set out below will occur and shall be deemed to occur in the following order sequence, in each case without any further authorization, act or formality of or by Lake Shore, Tahoe or any other person: (a) each Lake Shore Share held by a Dissenting Lake Shore Shareholder will be deemed to be transferred by the holder thereof, without any further act or formality: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levonformality on its part, free and clear of any Lienall liens, all its Levon Shares and: (A) in exchange for each Levon Shareclaims and encumbrances, other than a Dissent Share, Levon shall issue as fully paid or transfer to Lake Shore and Lake Shore will thereupon be obliged to pay the Levon Shareholder, one New Levon Share amount therefor determined and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined payable in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon SharesArticle 4 hereof, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall such holder will be removed from the central securities register of Levon Lake Shore as a holder of Lake Shore Shares and the Lake Shore Shares so transferred will be cancelled; (b) each issued Lake Shore Share held by a Former Lake Shore Shareholder (other than a Dissenting Lake Shore Shareholder or Tahoe or any subsidiary of Tahoe) will be transferred to Tahoe (free and clear of any Liens) and in consideration therefor Tahoe will issue Tahoe Shares on the basis of 0.1467 of a fully paid and non-assessable Tahoe Share for each Lake Shore Share, subject to Section 3.3 and Article 5 hereof; (c) at the same time as the steps in Sections 3.1(a) and 3.1(b), with respect to each Lake Shore Share, (i) the holder thereof will cease to be the holder thereof or to have any rights as a holder in respect of such Lake Shore Share and the name of the holder thereof will be removed from the central securities register of Lake Shore with respect to such Levon Lake Shore Share; (Bii) legal and beneficial title to such Levon Lake Shore Share shall be cancelled; and (C) other than with respect a Lake Shore Share transferred to Dissent Shares, Lake Shore by a Dissenting Lake Shore Shareholder) will vest in Tahoe and Tahoe will be and be deemed to be the Levon Shareholder shall transferee and legal and beneficial owner of such Lake Shore Share (free and clear of any Liens) and will be registered entered in the central securities register of Levon Lake Shore as the sole holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordinglythereof; and (viiiii) legal and beneficial title to Lake Shore Shares held by a Dissenting Lake Shore Shareholder will be transferred to Lake Shore and the Lake Shore Shares so transferred will be cancelled; (d) each Lake Shore Option, to the extent it has not been exercised as of the Effective Date, will be exchanged by the holder thereof, without any further act or formality and free and clear of all Liens, for a Replacement Option to purchase a number of Tahoe Shares equal to the product of 0.1467 multiplied by the number of Lake Shore Shares issuable on exercise of such Lake Shore Option immediately prior to the Effective Time for an exercise price per Tahoe Share equal to the exercise price per share of such Lake Shore Option immediately prior to the Effective Time divided by 0.1467 and rounded up to the nearest whole cent (provided that, if the foregoing calculation results in a Replacement Option being exercisable for a fraction of a Tahoe Share, then the number of Tahoe Shares subject to such Replacement Option will be rounded down to the next whole number of Tahoe Shares) and the Lake Shore Options will thereupon be cancelled. The name term of Levon expiry, conditions to and manner of exercise and other terms and conditions of the Replacement Option will be the same as the terms and conditions of the Lake Shore Options for which it is changed exchanged except that such Replacement Option will be governed by the terms and conditions of the Tahoe Incentive Plans and, in the event of any inconsistency or conflict the Tahoe Incentive Plans will govern. Any document previously evidencing the Lake Shore Option will thereafter evidence and be deemed to SciVac Inc. evidence such Replacement Option and no certificates evidencing the Replacement Option will be issued; If the adjustment to the Lake Shore Options contemplated by this paragraph results in a disposition of Lake Shore Options for options to acquire Tahoe Shares or “new” Lake Shore Options, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such other name as disposition. In the event that the Tahoe Option In-The-Money Amount exceeds the Lake Shore Option In-The-Money Amount in respect of the Lake Shore Option exchanged in accordance with this Section 3.1(d), the number of Tahoe Shares which may be acceptable acquired on exercise of the Lake Shore Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to SciVac ensure that the Tahoe Option In-The-Money Amount does not exceed the Lake Shore Option In-The-Money Amount; (e) each Temex Option to the extent it has not been exercised as of the Effective Date, will be exchanged by the holder thereof, without any further act or formality and free and clear of all Liens, for a Replacement Option to purchase a number of Tahoe Shares equal to the product of 0.1467 multiplied by the number of Lake Shore Shares issuable on exercise of such Temex Option immediately prior to the Effective Time for an exercise price per Tahoe Share equal to the exercise price per share of such Temex Option immediately prior to the Effective Time divided by 0.1467 and rounded up to the nearest whole cent ( provided that, if the foregoing calculation results in a Replacement Option being exercisable for a fraction of a Tahoe Share, then the number of Tahoe Shares subject to such Replacement Option will be rounded down to the next whole number of Tahoe Shares) and the RegistrarTemex Options will thereupon be cancelled. The term of expiry, conditions to and manner of exercise and other terms and conditions of the Replacement Option will be the same as the terms and conditions of the Temex Option for which it is exchanged except that such Replacement Option will be governed by the terms and conditions of the Tahoe Incentive Plans and, in the event of any inconsistency or conflict the Tahoe Incentive Plans will govern. Any document previously evidencing the Temex Option will thereafter evidence and be deemed to evidence such Replacement Option and no certificates evidencing the Replacement Option will be issued. If the adjustment to the Temex Options contemplated by this paragraph results in a disposition of Temex Options for options to acquire Tahoe Shares or “new” Temex Options, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such disposition. In the event that the Tahoe Option In-The-Money Amount exceeds the Temex Option In-The-Money Amount in respect of the Temex Option exchanged in accordance with this Section 3.1(e), the number of Tahoe Shares which may be acquired on exercise of the Temex Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Tahoe Option In-The-Money Amount does not exceed the Temex Option In-The-Money Amount; (f) each Lake Shore Optionholder, Temex Optionholder and Lake Shore Shareholder, with respect to each step set out above applicable to such holder, will be deemed, at the time such step occurs, to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer such Lake Shore Option, Temex Option and Lake Shore Share, as the case may be, in accordance with such step; and (g) Lake Shore will file an election with the CRA to cease to be a public corporation for the purposes of the Tax Act.

The Arrangement. 3.1 The Arrangement Commencing at the Effective Time, the following shall will occur and shall will be deemed to occur in the following order sequence without any further authorization, act or formalityformality by Earthstone, Earthstone Acquisition, Lynden, Lynden Securityholders or any other person: (a) each issued and outstanding Lynden Share held by a Dissenting Shareholder will be, and will be deemed to be, transferred by the holder thereof, free and clear from any claims, liens or encumbrances to Lynden for cancellation and thereupon each Dissenting Shareholder shall cease to have any rights as a Lynden Shareholder other than the right to be paid the fair value for their Lynden Shares as set out in Article 4 and such Dissenting Shareholder’s name will be removed from the central securities register of Lynden in respect of such Lynden Share as at the Effective Time; (b) the Lynden Options will be dealt with in accordance with Section 3.3 below; (c) in consideration for (i) Earthstone issuing and delivering to Earthstone Acquisition the shares of Earthstone Common Stock required pursuant to Section 3.1(d)(iii) and Section 3.3, and (ii) Earthstone paying to or to the order of Earthstone Acquisition the cash required pursuant to Section 3.3 (such cash together with such shares of Earthstone Common Stock referred to as the “Closing Consideration”), Earthstone Acquisition will issue and be deemed to issue to Earthstone 1,000,000 Common Shares without par value in the authorized share structure of Earthstone Acquisition for a total issue price equal to the aggregate fair market value of the Closing Consideration as determined by the directors of Earthstone Acquisition, which issue price will be satisfied and deemed to be paid in full by Earthstone issuing, delivering and paying the Closing Consideration as contemplated by this Section 3.1(c), and there shall be added to the capital of Earthstone Acquisition for such Common Shares without par value an amount equal to the aggregate fair market value of the Closing Consideration; (d) each issued and outstanding Lynden Share, other than any Lynden Shares held by a Dissenting Shareholder and other than the Lynden Shares already held by Earthstone, and Earthstone Acquisition will be, and will be deemed to be, transferred by the holder thereof to Earthstone Acquisition and acquired by Earthstone Acquisition, free and clear from any claims, liens or encumbrances in exchange for 0.02842 shares of Earthstone Common Stock (the “Share Exchange Ratio”) and in respect of each such Lynden Share: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders holder of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon such Lynden Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of holder thereof at the Effective Time concurrently with the exchange referred to in this Section 3.1(d) and such Levon Share and the holder’s name of the Levon Shareholder shall be removed from the central securities register of Levon with Lynden in respect to of such Levon ShareLynden Share as of the Effective Time; (Bii) such Levon Share Earthstone Acquisition shall be cancelled; and deemed to be the transferee of such Lynden Share (Cfree from any claim, lien or encumbrance) other than with respect to Dissent Shares, at the Levon Shareholder Effective Time and shall be registered entered in the central securities register of Levon Lynden as the holder thereof; and (iii) Earthstone will issue and deliver to the Depositary, on behalf of New Levon Shares Earthstone Acquisition for delivery to the holder of such Lynden Share 0.02842 shares of Earthstone Common Stock, which Earthstone Common Stock will be issued as set out fully paid and non-assessable shares of Earthstone and certificates representing such Earthstone Common Stock will be delivered to the Depositary, to be dealt with in paragraph 3(a)(iv)(A)accordance with Article 5 below, as the sole consideration to be given by Earthstone Acquisition therefor and the stock ledger of Earthstone will be revised accordingly; (ve) The SciVac Securityholders Earthstone Acquisition shall amalgamate with and into Lynden to form one corporation with the same effect as if they had amalgamated under Section 269 of the Business Corporations Act, except that the separate legal existence of Lynden will transfer not cease and Lynden will survive the SciVac Sharesamalgamation (Lynden, as such surviving entity, “Amalco”), in accordance with the following: (i) at the time of the amalgamation, the Capital Notes separate legal existence of Earthstone Acquisition shall cease without Earthstone Acquisition being liquidated or wound up and the Loans to Levon Earthstone Acquisition and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon SharesLynden shall continue as one company; (viii) the Class A notice of articles of Amalco and articles of Amalco shall be substantially in the form of the notice of articles and articles of Earthstone Acquisition, taking into account the transactions set forth herein; (iii) at the time of the amalgamation, the Lynden Shares held by Earthstone Acquisition shall be cancelled without reimbursement of the capital represented thereby, each issued and outstanding Common shares Share without par value in the authorized share structure of LevonEarthstone Acquisition immediately prior to the amalgamation will be automatically exchanged for one Common Share without par value in Amalco, as a class, and the capital of Amalco shall be eliminated from the authorized share structure same as the capital of LevonEarthstone Acquisition immediately prior to the amalgamation; (iv) the property, rights and interests of Earthstone Acquisition and Lynden will be the special right attached to such shares property, rights and Part 26 interests of Levon’s articles Amalco; (v) Amalco shall be deleted liable for the obligations of Earthstone Acquisition and Levon’s notice Lynden; (vi) any existing cause of articles action, claim or liability to prosecution of Earthstone Acquisition or Lynden shall be altered accordingly; andunaffected; (vii) The name of Levon is changed to SciVac Inc. any legal proceeding being prosecuted or such other name as pending by or against either Earthstone Acquisition or Lynden may be acceptable to SciVac prosecuted, or by its prosecution may be continued, as the case may be, by or against Amalco; (viii) a conviction against, or ruling, order or judgment in favour of or against either Earthstone Acquisition or Lynden may be enforced by or against Amalco; (ix) Amalco’s name shall be Lynden Energy Corp.; (x) the board of directors of Amalco shall consist of the following person: Name: Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (xi) the officers of Amalco shall consist of the following persons: Name: Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Financial Officer and Secretary (xii) the Registrarfirst auditor of Amalco shall be Deloitte LLP, which shall hold office until the first annual meeting of Amalco following the amalgamation or until their successors are elected or appointed, and for the purposes of Section 270 of the Business Corporations Act, the provisions of this section shall constitute the amalgamation agreement between Earthstone Acquisition and Lynden.

The Arrangement. Commencing at the Effective Time, the following shall will occur and shall will be deemed to occur in the following order sequence without any further authorization, act or formalityformality by Earthstone, Earthstone Acquisition, Lynden, Lynden Securityholders or any other person: (a) each issued and outstanding Lynden Share held by a Dissenting Shareholder will be, and will be deemed to be, transferred by the holder thereof, free and clear from any claims, liens or encumbrances to Lynden for cancellation and thereupon each Dissenting Shareholder shall cease to have any rights as a Lynden Shareholder other than the right to be paid the fair value for their Lynden Shares as set out in Article 4 and such Dissenting Shareholder’s name will be removed from the central securities register of Lynden in respect of such Lynden Share as at the Effective Time; (b) the Lynden Options will be dealt with in accordance with Section 3.3 below; (c) in consideration for (i) Earthstone issuing and delivering to Earthstone Acquisition the shares of Earthstone Common Stock required pursuant to Section 3.1(d)(iii) and Section 3.3, and (ii) Earthstone paying to or to the order of Earthstone Acquisition the cash required pursuant to Section 3.3 (such cash together with such shares of Earthstone Common Stock referred to as the “Closing Consideration”), Earthstone Acquisition will issue and be deemed to issue to Earthstone 1,000,000 Common Shares without par value in the authorized share structure of Earthstone Acquisition for a total issue price equal to the aggregate fair market value of the Closing Consideration as determined by the directors of Earthstone Acquisition, which issue price will be satisfied and deemed to be paid in full by Earthstone issuing, delivering and paying the Closing Consideration as contemplated by this Section 3.1(c), and there shall be added to the capital of Earthstone Acquisition for such Common Shares without par value an amount equal to the aggregate fair market value of the Closing Consideration; (d) each issued and outstanding Lynden Share, other than any Lynden Shares held by a Dissenting Shareholder and other than the Lynden Shares already held by Earthstone, and Earthstone Acquisition will be, and will be deemed to be, transferred by the holder thereof to Earthstone Acquisition and acquired by Earthstone Acquisition, free and clear from any claims, liens or encumbrances in exchange for 0.02842 shares of Earthstone Common Stock (the “Share Exchange Ratio”) and in respect of each such Lynden Share: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders holder of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon such Lynden Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of holder thereof at the Effective Time concurrently with the exchange referred to in this Section 3.1(d) and such Levon Share and the holder’s name of the Levon Shareholder shall be removed from the central securities register of Levon with Lynden in respect to of such Levon ShareLynden Share as of the Effective Time; (Bii) such Levon Share Earthstone Acquisition shall be cancelled; and deemed to be the transferee of such Lynden Share (Cfree from any claim, lien or encumbrance) other than with respect to Dissent Shares, at the Levon Shareholder Effective Time and shall be registered entered in the central securities register of Levon Lynden as the holder thereof; and (iii) Earthstone will issue and deliver to the Depositary, on behalf of New Levon Shares Earthstone Acquisition for delivery to the holder of such Lynden Share 0.02842 shares of Earthstone Common Stock, which Earthstone Common Stock will be issued as set out fully paid and non-assessable shares of Earthstone and certificates representing such Earthstone Common Stock will be delivered to the Depositary, to be dealt with in paragraph 3(a)(iv)(A)accordance with Article 5 below, as the sole consideration to be given by Earthstone Acquisition therefor and the stock ledger of Earthstone will be revised accordingly; (ve) The SciVac Securityholders Earthstone Acquisition shall amalgamate with and into Lynden to form one corporation with the same effect as if they had amalgamated under Section 269 of the Business Corporations Act, except that the separate legal existence of Lynden will transfer not cease and Lynden will survive the SciVac Sharesamalgamation (Lynden, as such surviving entity, “Amalco”), in accordance with the following: (i) at the time of the amalgamation, the Capital Notes separate legal existence of Earthstone Acquisition shall cease without Earthstone Acquisition being liquidated or wound up and the Loans to Levon Earthstone Acquisition and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon SharesLynden shall continue as one company; (viii) the Class A notice of articles of Amalco and articles of Amalco shall be substantially in the form of the notice of articles and articles of Earthstone Acquisition, taking into account the transactions set forth herein; (iii) at the time of the amalgamation, the Lynden Shares held by Earthstone Acquisition shall be cancelled without reimbursement of the capital represented thereby, each issued and outstanding Common shares Share without par value in the authorized share structure of LevonEarthstone Acquisition immediately prior to the amalgamation will be automatically exchanged for one Common Share without par value in Amalco, as a class, and the capital of Amalco shall be eliminated from the authorized share structure same as the capital of LevonEarthstone Acquisition immediately prior to the amalgamation; (iv) the property, rights and interests of Earthstone Acquisition and Lynden will be the special right attached to such shares property, rights and Part 26 interests of Levon’s articles Amalco; (v) Amalco shall be deleted liable for the obligations of Earthstone Acquisition and Levon’s notice Lynden; (vi) any existing cause of articles action, claim or liability to prosecution of Earthstone Acquisition or Lynden shall be altered accordingly; andunaffected; (vii) The name of Levon is changed to SciVac Inc. any legal proceeding being prosecuted or such other name as pending by or against either Earthstone Acquisition or Lynden may be acceptable to SciVac prosecuted, or by its prosecution may be continued, as the case may be, by or against Amalco; (viii) a conviction against, or ruling, order or judgment in favour of or against either Earthstone Acquisition or Lynden may be enforced by or against Amalco; (ix) Amalco’s name shall be Lynden Energy Corp.; (x) the board of directors of Amalco shall consist of the following person: Name: Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (xi) the officers of Amalco shall consist of the following persons: Name: Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Financial Officer and Secretary (xii) the Registrarfirst auditor of Amalco shall be Deloitte LLP, which shall hold office until the first annual meeting of Amalco following the amalgamation or until their successors are elected or appointed, and for the purposes of Section 270 of the Business Corporations Act, the provisions of this section shall constitute the amalgamation agreement between Earthstone Acquisition and Lynden.

The Arrangement. Commencing at At the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality: (a) the Amalgamating Corporations shall amalgamate pursuant to the CBCA and continue as one corporation on the terms prescribed in this Plan of Arrangement and: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall property of each Amalgamating Corporation continues to be surrendered and transferred to Levon and cancelled and the holders property of Dissent options shall receive the amount described in subsection (iii)(B) belowAmalco; (ii) Amalco continues to be liable for the identifying name obligations of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly.each Amalgamating Corporation; (iii) each Levon Shareholder shall transfer an existing cause of action, claim or liability to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Shareprosecution is unaffected; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease a civil, criminal or administrative action or proceeding pending by or against an Amalgamating Corporation may be continued to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A)prosecuted by or against Amalco; (v) The SciVac Securityholders will transfer the SciVac Sharesa conviction against, the Capital Notes and the Loans to Levon and or ruling, order or judgement in exchange Levon will issue to favour of or to the order of the SciVac Securityholdersagainst, the Acquired Levon Shares;an Amalgamating Corporation may be enforced by or against Amalco; and (vi) the Class A Common shares Articles of Arrangement are deemed to be the articles of incorporation of Amalco and the Certificate is deemed to be the certificate of incorporation of Amalco; (b) on the Amalgamation: (i) all issued and outstanding Sasamat Shares held by Non-Dissenting Shareholders shall be exchanged for fully paid and non-assessable KHD Shares such that each Non-Dissenting Shareholder shall receive in exchange for the aggregate number of Sasamat Shares held by the Non-Dissenting Shareholder such number of fully paid KHD Shares equal to the Share Exchange Ratio multiplied by the aggregate number of Sasamat Shares held by the Non-Dissenting Shareholder, rounded down to the nearest whole number, and a cheque payable to the Non-Dissenting Shareholder equal to the closing price of the KHD Shares on the last trading day before the Effective Date multiplied by, and in lieu of, the fraction of a KHD Share that would otherwise be issuable to the Non-Dissenting Shareholder if the number of KHD Shares was not rounded down to the nearest whole number, provided that any Non-Dissenting Shareholder who is entitled to receive in the authorized share structure of Levon, as a class, aggregate less than one (1) KHD Share shall be eliminated from the authorized share structure of Levon, the special right attached to such shares receive one (1) KHD Share and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordinglyno other consideration; and (viiii) The all issued and outstanding Newco Shares shall be converted on a share for share basis into fully paid and non-assessable Amalco Shares on the basis of one Amalco Share for each one Newco Share; (c) all Sasamat Shares held by Newco shall be cancelled without any repayment of capital in respect thereof; (d) the name of Levon is changed to SciVac Inc. or such other name as Amalco shall be “Sasamat Capital Corporation”; (e) the registered office of Amalco shall be in the Province of British Columbia; (f) the authorized capital of Amalco shall consist of an unlimited number of Amalco Shares; (g) no shares of Amalco may be acceptable to SciVac sold, transferred or otherwise disposed of without the consent of the directors of Amalco expressed by a resolution of the directors and the Registrardirectors of Amalco are not required to give any reason for refusing to consent to any such sale, transfer or other disposition; (h) there shall be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise; (i) the by-laws of Newco shall be the by-laws of Amalco until repealed, amended, altered or added to; (j) the number of directors of Amalco shall be such number not less than one (1) and not more than ten (10) as the Amalco directors may from time to time determine; and (k) the number of first directors of Amalco shall be two (2) and the first directors of Amalco shall be J▇▇▇▇ ▇. ▇▇▇▇▇▇, a resident Canadian, having an address at 12532 – 23rd Avenue, White Rock, British Columbia, V4A 2C4 and M▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a non-resident Canadian, having an address at Unit 803 — 8▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Ruttonjee Centre, 1▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ SAR, China, each of whom shall hold office until the first annual meeting of Amalco or until his successor is elected or appointed.

The Arrangement. Commencing at the Effective TimeTime on the Effective Date, subject to the terms and conditions of the Arrangement Agreement, the following shall occur as part of the Arrangement and shall be deemed to occur in the following order (except that the steps in Sections 2.2(b), 2.2(c), 2.2(d), 2.2(e) and 2.2(f) shall be deemed to occur simultaneously) without any further act or formality: (ia) Levon Options, including Dissent Options, outstanding at the Effective Time each Meta Share held by a Dissenting Shareholder shall be surrendered and deemed to be transferred to Levon and cancelled and by the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” sharesholder thereof, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levonany further act or formality on its part, free and clear of any Lienall Encumbrances, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon to Meta and Meta shall issue as fully paid or transfer thereupon be obliged to pay the Levon Shareholder, one New Levon Share amount therefor determined and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined payable in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon SharesArticle 3 hereof, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder such holder shall be removed from the central securities register of Levon with respect Meta as a holder of Meta Shares and Meta shall be recorded as the registered holder of the Meta Shares so transferred and shall be deemed to be the legal owner of such Levon ShareMeta Shares, which Meta Shares shall thereupon be cancelled; (b) each Meta Option outstanding immediately prior to the Effective Time shall, without further action or formality by or on behalf of the holders thereof, be exchanged for an RTO Acquiror Replacement Option to purchase from the RTO Acquiror the number of RTO Acquiror Shares equal to the product of (A) the number of Meta Shares issuable pursuant to the exercise of the Meta Option immediately before the Effective Time, and (B) the Exchange Ratio, provided that if the foregoing would result in a fraction of an RTO Acquiror Share being issuable upon any particular exercise of RTO Acquiror Replacement Options, then the number of RTO Acquiror Shares otherwise issuable upon exercise of such Levon RTO Acquiror Replacement Options shall be rounded down to the nearest whole number of RTO Acquiror Shares. The exercise price per RTO Acquiror Share subject to any such RTO Acquiror Replacement Option shall be an amount equal to the quotient of (A) the exercise price per Meta Share under the exchanged Meta Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio. Except as set out above, all terms and conditions of an RTO Acquiror Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Meta Option for which it was exchanged and any document evidencing a Meta Option shall thereafter evidence and be deemed to evidence such RTO Acquiror Replacement Option; (c) each Meta DSU shall, without any further action on the part of any holder thereof, be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, except that, pursuant to the terms of the deferred share unit plan of Meta, the terms of the Meta DSUs shall be amended so as to substitute for the Meta Shares issuable pursuant to such Meta DSUs, such number of RTO Acquiror Shares equal to (A) the number of Meta Shares issuable pursuant to the Meta DSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number; (d) each Meta Warrant shall, without any further action on the part of any holder thereof, be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, except that, pursuant to the terms of the applicable warrant certificate, the terms of the Meta Warrants shall be amended so as to (i) substitute for the Meta Shares issuable pursuant to the exercise of such Meta Warrants such number of RTO Acquiror Shares equal to (A) the number of Meta Shares issuable pursuant to the exercise of such Meta Warrants immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number; and (ii) adjust the exercise price per RTO Acquiror Share issuable pursuant to the exercise of any such Meta Warrant following the Effective Time to be an amount equal to the quotient of (A) the exercise price per Meta Share under the Meta Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio; (e) each issued and outstanding Meta Share (other than Exchangeable Elected Shares and other than Meta Shares held by RTO Acquiror or an affiliate thereof or Dissenting Shareholders) held by a Meta Shareholder shall be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to Canco in exchange for RTO Acquiror Share Consideration in accordance with the election or deemed election of such Meta Shareholder pursuant to Section 2.3; (f) each Exchangeable Elected Share shall be cancelledtransferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to Canco in exchange for Exchangeable Share Consideration in accordance with the election of such Meta Shareholder pursuant to Section 2.3; and (Cg) other than RTO Acquiror, Canco and Callco shall execute the Support Agreement and RTO Acquiror, Canco and the Transfer Agent shall execute the Voting and Exchange Trust Agreement and RTO Acquiror shall issue to and deposit with respect the Transfer Agent the Special Voting Share in consideration of the payment to Dissent SharesRTO Acquiror by Meta on behalf of the Meta Shareholders of one dollar ($1.00), to be thereafter held of record by the Transfer Agent as trustee for and on behalf of, and for the use and benefit of, the Levon Shareholder holders of the Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement. All rights of holders of Exchangeable Shares under the Voting and Exchange Trust Agreement shall be registered in received by them as part of the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (vproperty receivable by them under Section 2.2(c) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to for the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the RegistrarExchangeable Elected Shares for which they were exchanged.

The Arrangement. Commencing at The Arrangement 3.1 At the Effective Time, the following shall will occur and shall will be deemed to occur in the following order sequence without any further authorization, act or formalityformality by Genco, Silvermex or any other person: (ia) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name each of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created issued and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon outstanding Silvermex Common Shares, being shares without par valueother than those held by Dissenting Shareholders, shall will be created as a class, the identifying name of the New Levon Shares shall deemed to be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levonacquired by Genco, free and clear of any LienLiens, all its Levon Shares and: (A) in exchange for each Levon 0.90909 Pre-Split Genco Shares, if the Genco Share Split has not occurred, or one Genco Common Share, other than if the Genco Share Split has occurred, (the “Exchange Ratio”), provided that the aggregate number of Genco Common Shares payable to any Silvermex Shareholder, if calculated to include a Dissent fraction of a Genco Common Share, Levon shall issue as fully paid or transfer will be rounded to the Levon Shareholder, one New Levon Share and 0.5 nearest whole number of a Spinco ShareGenco Common Shares; (Bb) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall Silvermex Shareholder will be entitled deemed to receive from Levon an amount agreed upon with Levon or equal have transferred such Silvermex Common Shares held by him to the fair value thereof determined Genco and Genco will be deemed to have issued Genco Common Shares in accordance with the Dissent Rightsexchange therefor; (Cc) the stated capital of the New Levon Shares each Silvermex Shareholder will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder a holder of such Levon Share Silvermex Common Shares and the name of the Levon each Silvermex Shareholder shall will be removed from the central securities register of Levon with respect to such Levon ShareSilvermex as of the Effective Date; (Bd) such Levon the certificate representing each Silvermex Common Share shall will be cancelled; anddeemed to have been cancelled as of the Effective Date; (Ce) other than with respect each Silvermex Shareholder will be deemed to Dissent have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (f) Genco will be and will be deemed to be the transferee of all Silvermex Common Shares, the Levon Shareholder shall free and clear of any Liens, and will be registered entered in the central securities register of Levon Silvermex as the holder of New Levon such Silvermex Common Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordinglyEffective Date; and (viig) The name each outstanding Silvermex Option (which will be governed by the terms of Levon the Genco Share Option Plan) will be deemed exercisable for Genco Common Shares, such that: (i) on exercise of each Silvermex Option, the holder will be entitled to acquire, and will accept in lieu of the number of Silvermex Common Shares to which such holder was entitled immediately before the Effective Date, the number of Genco Common Shares equal to the product of (A) the number of Silvermex Common Shares subject to the Silvermex Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Genco Common Share, then the number of Genco Common Shares otherwise issued on exercise of the Silvermex Option will be rounded down to the nearest whole number of Genco Common Shares; and (ii) each such Silvermex Option will have an exercise price per Genco Common Share, denominated in the same currency as applicable to the Silvermex Option for which it is changed exchanged, of an amount (rounded up to SciVac Inc. or the nearest one-hundredth of a dollar) equal to the quotient of (C) the exercise price per Silvermex Common Share subject to such other name as may be acceptable to SciVac and Silvermex Option immediately before the RegistrarEffective Date divided by (D) the Exchange Ratio.

The Arrangement. Commencing The Arrangement shall provide that, and the parties --------------- covenant to take such steps as are necessary to ensure that, commencing at the Arrangement Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formalityorder: (a) The authorized share capital of CN shall be reorganized by the creation of the following four classes of shares in the capital of CN; (i) Levon Optionsa class of shares, including Dissent Optionsdesignated as CN Voting Shares, outstanding at the Effective Time authorized number of which shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) belowunlimited; (ii) the identifying name a class of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangementdesignated as CN Exchangeable Shares, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum authorized number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly.; (iii) each Levon Shareholder shall transfer to Levona class of shares, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue designated as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent OptionCN Special Limited Voting Shares, the Dissenting Securityholder authorized number of which shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchangeunlimited; and (iv) a class of shares, designated as CN Non-voting Equity Shares, the authorized number of which shall be unlimited. (b) Each outstanding CN Common Share shall be changed into a number of CN Voting Shares equal to the Exchange Ratio and a number of CN Exchangeable Shares equal to the Exchange Ratio. (c) Simultaneously with the change in share capital under Section 2.7(b), -------------- each CN Exchangeable Share to which the holder of a CN Common Share is entitled and with respect to each Levon Share: which such holder has elected, in a duly completed and timely submitted letter of transmittal and election form, to transfer to NAR Subco for a Newco Common Share (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon CN Exchangeable Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to which such Levon election was made, a "Newco Elected Exchangeable Share;") shall be -------------------------------- transferred by the holder thereof, without any further act or formality on such holder's part, to NAR Subco in exchange for one Newco Common Share issued by Newco. Notwithstanding the foregoing, each holder of CN Common Shares who is not a resident of Canada for purposes of the Income Tax Act (Canada) at the Election Deadline (as defined in the Plan of Arrangement) shall be deemed to have elected to exchange all of the CN Exchangeable Shares issuable to such holder pursuant to the Arrangement for Newco Common Shares and the CN Exchangeable Shares to which such holder is entitled shall be deemed for all purposes to be Newco Elected Exchangeable Shares, except where and to the extent that such holder specifically elects in a duly completed and timely submitted letter of transmittal and election form not to have such exchange occur. (Bd) such Levon Simultaneously with the change in share capital under Section 2.7(b) -------------- and the transfer to Newco and exchange under Section 2.7(c) of the Newco Elected -------------- Exchangeable Shares, each Newco Elected Exchangeable Share shall be cancelled; andconverted into one CN Special Limited Voting Share and one CN Non-voting Equity Share. (Ce) other than Simultaneously with respect the change in share capital under Section 2.7(b), -------------- the transfer to Dissent NAR Subco and exchange under Section 2.7(c) of the Newco Elected -------------- Exchangeable Shares and the conversion under Section 2.7(d) of the Newco Elected -------------- Exchangeable Shares, the Levon Shareholder NAR Subco shall and shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(Adeemed to have subscribed for and agreed to purchase and CN shall issue and sell to NAR Subco one (1); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrar.

The Arrangement. Commencing The Arrangement shall provide that, and the parties covenant to take such steps as are necessary to ensure that, commencing at the Arrangement Effective Time, the following shall occur and shall be deemed to occur in the following order order: (a) The authorized share capital of CN shall be reorganized by the creation of the following three classes of shares in the capital of CN: (i) a class of shares, designated as CN Voting Shares, the authorized number of which shall be unlimited; (ii) a class of shares, designated as CN Exchangeable Shares, the authorized number of which shall be unlimited; and (iii) a class of shares, designated as CN Limited Voting Equity Shares, the authorized number of which shall be unlimited. (b) Each outstanding CN Common Share shall be changed into a number of CN Voting Shares equal to the Exchange Ratio and a number of CN Exchangeable Shares equal to the Exchange Ratio. (c) Simultaneously with the change in share capital under Section 2.7(b), each CN Exchangeable Share to which the holder of a CN Common Share is entitled and with respect to which such holder has elected, in a duly completed and timely submitted letter of transmittal and election form, to transfer to Newco for a Newco Common Share (the CN Exchangeable Share with respect to which such election was made, a "Newco Elected Exchangeable Share") shall be transferred by the holder thereof, without any further act or formality:formality on such holder's part, to Newco in exchange for one Newco Common Share issued by Newco. Notwithstanding the foregoing, each holder of CN Common Shares who is not a resident of Canada for purposes of the Income Tax Act (Canada) shall be deemed to have elected to exchange all of the CN Exchangeable Shares issuable to such holder pursuant to the Arrangement for Newco Common Shares and the CN Exchangeable Shares to which such holder is entitled shall be deemed for all purposes to be Newco Elected Exchangeable Shares, except where and to the extent that such holder specifically elects in a duly completed and timely submitted letter of transmittal and election form not to have such exchange occur. CN and BNSF may jointly determine that such transfer and exchange shall be made to and with NAR Subco rather than Newco. (d) Simultaneously with the change in share capital under Section 2.7(b) and the transfer to Newco and exchange under Section 2.7(c) of the Newco Elected Exchangeable Shares, each Newco Elected Exchangeable Share shall be converted into one CN Limited Voting Equity Share. (e) Simultaneously with the change in share capital under Section 2.7(b), the transfer to Newco and exchange under Section 2.7(c) of the Newco Elected Exchangeable Shares and the conversion under Section 2.7(d) of the Newco Elected Exchangeable Shares, Newco shall and shall be deemed to have subscribed for and agreed to purchase and CN shall issue and sell to Newco one (1) CN Limited Voting Equity Share upon payment by Newco to CN of a sum equal to the closing trading price, per share, of the CN Common Shares on The Toronto Stock Exchange on the trading day which is two days prior to the Arrangement Effective Date divided by the Exchange Ratio. CN and BNSF may jointly determine that such issuance shall be made to NAR Subco rather than Newco. (f) All holders of Newco Common Shares, other than those issued pursuant to the exchange provided for in Section 2.7(c), shall be deemed to have subscribed for and agreed to purchase at a purchase price of $0.05 per share, or such other amount as to which the parties may agree, and CN shall issue to each such holder of Newco Common Shares, one (1) CN Voting Share for each Newco Common Share so held upon payment by Newco to CN of the aggregate subscription price therefor. (g) Newco shall issue to and deposit with the Trustee the Special Voting Share, in consideration of the payment to Newco of $0.05 by CN, to be thereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the holders of the CN Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement. (h) Each CN Option shall be exchanged for an option (a "CN Replacement Option") to purchase that number of Newco Stapled Units equal to the product of the Exchange Ratio multiplied by the number of CN Common Shares subject to such CN Option immediately prior to the Arrangement Effective Time. Each CN Replacement Option shall provide for an exercise price per Newco Stapled Unit equal to the exercise price per CN Common Share of such CN Option immediately prior to the Arrangement Effective Time divided by the Exchange Ratio. If the foregoing calculation results in a CN Replacement Option being exercisable for a fraction of a Newco Stapled Unit, then the number of Newco Stapled Units subject to such CN Replacement Option shall be rounded up to the next whole number of Newco Stapled Units. The term to expiry, conditions to and manner of exercising, vesting schedule, and all other terms and conditions of such CN Replacement Option shall otherwise be unchanged from those of the CN Option for which it was exchanged, and any document or agreement previously evidencing such CN Option shall thereafter evidence and be deemed to evidence such CN Replacement Option. (i) Levon Options, including Dissent Options, outstanding at the Effective Time The authorized share capital of CN shall be surrendered and transferred to Levon and cancelled and amended by the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name elimination of the Levon CN Common Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name class of the New Levon Shares shall be “Common” authorized shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrar.

The Arrangement. Commencing at On the Effective TimeDate, the following shall will occur and shall be deemed to occur in the following chronological order without further act or formality, notwithstanding anything contained in the provisions attaching to any of the parties hereto, but subject to the provisions of Article 7 below: (a) each Mydecine Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “Dissenting Share”) will be directly transferred and assigned by such Dissenting Shareholder to Mydecine, without any further act or formalityformality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Mydecine Shareholders other than the right to be paid the fair value for their Mydecine Shares by Mydecine; (b) Mydecine shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act as follows, with the steps occurring in the following order: (i) Levon Options, including Dissent Options, outstanding the authorized share capital and Notice of Articles and Articles of Mydecine will be altered by: (A) renaming and redesignating all of the issued and unissued Mydecine Shares as “Class A common shares without par value” (the “Mydecine Class A Common Shares”) and amending the special rights and restrictions attached to the Mydecine Class A Common Shares to provide the holders thereof with the following rights: (I) to vote at the Effective Time all meetings of shareholders of Mydecine (except meetings at which only holders of a specified class of shares are entitled to vote) and shall be surrendered and transferred entitled to Levon and cancelled and two votes for each Mydecine Class A Common Share held; (II) to receive, subject to the rights of the holders of Dissent options any other class of shares, any dividends declared by Mydecine; and (III) to receive, pari passu with the New Mydecine Shares (as defined below), and subject to the rights of the holders of any other class of shares, the remaining property of Mydecine on the liquidation, dissolution or winding up of Mydecine, whether voluntary or involuntary; (B) creating a new class of shares consisting of an unlimited number of “common shares without par value” (the “New Mydecine Shares”) with special rights and restrictions attached to the New Mydecine Shares to provide the holders thereof with the following rights: (I) to vote at all meetings of shareholders of Mydecine (except meetings at which only holders of a specified class of shares are entitled to vote) and shall receive be entitled to one vote for each New Mydecine Share held; (II) to receive, subject to the amount described in subsection rights of the holders of any other class of shares, any dividends declared by Mydecine; and (iii)(BIII) belowto receive, pari passu with the Mydecine Class A Common Shares, and subject to the rights of the holders of any other class of shares, the remaining property of Mydecine on the liquidation, dissolution or winding up of Mydecine, whether voluntary or involuntary; (ii) Mydecine’s Notice of Articles and Articles will be amended to reflect the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out alterations in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly.subsection 3.1(b)(i) above; (iii) each Levon Shareholder shall transfer to Levon, free issued and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the outstanding Mydecine Class A Common shares in Share outstanding on the authorized share structure of Levon, as a class, shall Share Distribution Record Date will be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; exchanged for (i) one New Mydecine Share and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrar.

The Arrangement. Commencing at (a) Cardero and Coalhunter agree that the Effective Time, the following shall occur and Arrangement shall be deemed implemented in accordance with and subject to occur the terms and conditions contained in this Agreement and the following order without Plan of Arrangement. (b) Coalhunter will, as soon as reasonably practicable, but in any further act event not later than April 21, 2011 or formalitysuch other date as is agreed to by the parties, apply to the Court pursuant to Section 291 of the BCBCA for an Interim Order providing, among other things: (i) Levon Options, including Dissent Options, outstanding at for the Effective Time shall class of persons to whom notice is to be surrendered and transferred to Levon and cancelled provided in respect of the Arrangement and the holders of Dissent options shall receive Coalhunter Meeting and for the amount described manner in subsection (iii)(B) belowwhich such notice is to be provided; (ii) that the identifying name requisite approval for the Coalhunter Resolutions will be: (A) 662 / % of the Levon Shares shall votes 3 cast on the Coalhunter Resolutions by Coalhunter Shareholders, Coalhunter Special Warrant Holders and Coalhunter Option Holders, voting as a single class, present in person or by proxy at the Coalhunter Meeting; and (B) a simple majority of the votes cast in person or by proxy on the Coalhunter Resolutions by Coalhunter Shareholders and, Coalhunter Special Warrant Holders, voting as a single class, other than Cardero, its affiliates or any other person whose vote would be changed from “Common” shares required to “Class A Common” shares, there shall be created and attached excluded under Section 8.1(2) of Multilateral Instrument 61-101 were it to apply to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly.; (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, that in all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Optionrespects, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital terms, conditions and restrictions of the New Levon Shares Coalhunter constating documents, including quorum requirements and other matters, will be an amount equal to the paid-up capital apply in respect of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; andCoalhunter Meeting; (iv) with respect for the grant of Dissent Rights to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A)Coalhunter Shareholders; (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or for notice requirements with respect to the order presentation of the SciVac Securityholders, application to the Acquired Levon SharesCourt for the Final Order; (vi) that the Class A Common shares in Coalhunter Meeting may be adjourned from time to time by the authorized share structure board of Levondirectors of Coalhunter, as a classsubject to the terms of this Agreement, shall be eliminated from without the authorized share structure need for additional approval of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordinglyCourt; and (vii) The name that the record date for Coalhunter Shareholders, Coalhunter Special Warrant Holders and Coalhunter Option Holders entitled to notice of Levon is changed and to SciVac Inc. or such other name vote at the Coalhunter Meeting will not change in respect of any adjournment(s) of the Coalhunter Meeting. (c) Coalhunter will advise the Court of Cardero’s intention to rely upon the exemption under Section 3(a)(10) of the 1933 Act from the registration requirements of the 1933 Act to issue Cardero Shares to the Coalhunter Shareholders pursuant to the Arrangement. (d) Coalhunter will convene and use commercially reasonable efforts to hold the Coalhunter Meeting in accordance with the Interim Order. (e) Subject to obtaining (i) the approvals as contemplated by the Interim Order and as may be acceptable directed by the Court in the Interim Order, and (ii) any Regulatory approvals and any other consents, approvals and notices required to SciVac proceed with the transactions contemplated by this Agreement and the RegistrarArrangement pursuant to the Plan of Arrangement, Coalhunter will, as soon as reasonably practicable thereafter, take all steps necessary to submit the Arrangement to the Court and apply for the Final Order. (f) If the Final Order is obtained, subject to the satisfaction, waiver or release of the conditions set forth in Article 5 (as confirmed by each party to the other in writing), Coalhunter will, as soon as reasonably practicable thereafter, make any additional filings required under Sections 292 and 294 of the BCBCA. (g) The Arrangement shall become effective at 12:01 a.m. (Vancouver time) on the Effective Date, or at such other time on the Effective Date as may be agreed to by the parties hereto.

The Arrangement. Commencing at On the Effective TimeDate, the following shall occur and shall be deemed to occur in the following chronological order without any further act or formalityformality notwithstanding anything contained in the provisions attaching to any of the securities of Radius or Rackla, but subject to the provisions of Article 5: (a) Radius will transfer to Rackla: (i) Levon Optionsthe Yukon Exploration Assets pursuant to the Property Purchase Agreement in consideration for the number of Rackla Shares necessary, including Dissent Optionstogether with the Rackla Shares issued pursuant to (a)(ii), outstanding to satisfy the obligation to issue Rackla Shares pursuant to (e) below to the Shareholders and the obligation to issue 19.9% of the Rackla Shares to Radius; and (ii) $1 million in cash in consideration for the number of Rackla Shares and Rackla Warrants necessary, together with the Rackla Shares issued pursuant to (a)(i), to satisfy the obligation to issue Rackla Shares and Rackla Warrants pursuant to (e) below to the Shareholders and the obligation to issue 19.9% of the Rackla Shares and Rackla Warrants to Radius; and Radius and Rackla will jointly elect pursuant to the terms of Section 85 of the Tax Act at elected amounts to be determined by Radius within the limits set out in the Tax Act; (b) at the Effective Time Time, the authorized share structure of Radius shall be surrendered reorganized and transferred altered by: (i) renaming and redesignating all of the issued and unissued Radius Shares as Class A Shares, and (ii) creating a new class consisting of an unlimited number of common shares without par value (“New Radius Shares”); (c) five (5) minutes after the Effective Time, the Radius’ Constating Documents shall be amended to Levon reflect the alterations in (b) above; (d) ten (10) minutes after the Effective Time, the Warrants shall be deemed to be amended to entitle the Warrantholder to receive, upon due exercise of the Warrant, New Radius Shares with the following adjustments which will be determined in accordance with the terms of the warrant certificates and cancelled and in good faith by the holders Board of Dissent options shall receive Directors: (i) the amount described in subsection (iii)(B) below;number of New Radius Shares acquirable will be increased using a formula based on the fair market value of Rackla; and (ii) the identifying name exercise price of the Levon Shares shall Warrants will be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to reduced using a formula based on the Levon Shares the special right set out in Appendix “A” to this Plan fair market value of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly.Rackla; and (iiie) each Levon Shareholder shall transfer to Levonfifteen (15) minutes after the Effective Time, free and clear of any Lien, all its Levon Shares and: (A) Shareholders will receive one New Radius Share in exchange for each Levon ShareClass A Share held on the Distribution Record Date. In addition to New Radius Shares, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, holder of Class A Shares will receive one New Levon Rackla Share and 0.5 of a Spinco Share; (B) one Rackla Warrant in exchange for each Dissent Share or Dissent Optionevery three Class A Shares held on the Distribution Record Date, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on and such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof Radius Shareholders shall cease to be the Levon Shareholder holders of such Levon the Class A Shares so exchanged. While each Radius Shareholder’s fractional Rackla Share and the Rackla Warrant will be combined, no fractional shares will be issued and Shareholders will not receive any compensation in lieu thereof. The name of the Levon each Radius Shareholder who is so deemed to exchange his, her or its Class A Shares, shall be removed from the central securities register of Levon Class A Shares with respect to such Levon Share; (B) such Levon Share the Class A Shares so exchanged and shall be cancelled; and (C) other than with respect added to Dissent Shares, the Levon Shareholder shall be registered in the central securities register registers of Levon New Radius Shares and Rackla Shares and Rackla Warrants as the holder of the number of New Levon Radius Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac and Rackla Shares, deemed to have been received on the Capital Notes and exchange. The aggregate paid up capital of the Loans to Levon and in exchange Levon New Radius Shares will issue to or be equal to the order paid up capital of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in Shares immediately prior to the authorized share structure reorganization less the fair market value of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares Rackla Shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the RegistrarRackla Warrants.

The Arrangement. Commencing at the Effective TimeTime on the Effective Date, subject to the terms and conditions of the Arrangement Agreement, the following shall occur as part of the Arrangement and shall be deemed to occur in the following order without any further act or formality: (a) each Holdco Share shall be acquired, at the option of the holder thereof (provided that the Holdco Shares of a particular Holdco must be all acquired by Acquisitionco or all acquired by NSULC, and shall not be acquired by a combination of Acquisitionco and NSULC), by either Acquisitionco or NSULC (and failing such choice by NSULC) and the holder (or, in the case of (i) Levon Optionsbelow, including Dissent Options, outstanding at the Effective Time holders) of such Holdco Shares shall be surrendered and transferred entitled to Levon and cancelled and receive in consideration therefor, (in the holders case of Dissent options shall receive the amount described in subsection (iii)(Bi) below;, pro rata to the number of Holdco Shares held by the holder if more than one holder), (i) if the Holdco Shares are sold to Acquisitionco, 0.80 Exchangeable Shares (plus the Ancillary Rights granted in connection therewith) per Franco-Nevada Share owned by the Holdco, or (ii) if the identifying name Holdco Shares are sold to NSULC, 0.80 Newmont Shares per Franco-Nevada Share owned by the Holdco; (b) each issued and outstanding Franco-Nevada Share (other than Franco-Nevada Shares owned by Holdcos in respect of which (S)2.3 (a) applies) shall be acquired, at the option of the Levon Shares holder thereof, by (except as provided below) either Acquisitionco or NSULC (and failing such choice by NSULC) and each Franco-Nevada Shareholder shall be changed from “Common” shares entitled to “Class A Common” sharesreceive in consideration therefor, (i) in the case of a Dissenting Shareholder, there the fair value of each Franco-Nevada Share in respect of which he or she dissents in accordance and upon compliance with (S)3, and (ii) in the case of every other Franco-Nevada Shareholder, either (A) 0.80 Exchangeable Shares (plus the Ancillary Rights granted in connection therewith) per Franco-Nevada Share acquired by Acquisitionco, or (B) 0.80 Newmont Shares per Franco-Nevada Share acquired by NSULC; (c) Newmont shall issue to and deposit with the Transfer Agent the Special Voting Share, in consideration of the payment to Newmont by Franco-Nevada on behalf of the Franco-Nevada Shareholders of one dollar ($1.00), to be thereafter held of record by the Transfer Agent as trustee for and on behalf of, and for the use and benefit of, the holders of the Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement; (d) in accordance with the terms of the Franco-Nevada Options, each holder of a Franco-Nevada Option shall be created entitled to receive upon the subsequent exercise of such holder's Franco-Nevada Option, in accordance with its terms, and attached shall accept in lieu of the number of Franco-Nevada Shares to which such holder was theretofore entitled upon such exercise but for the Levon Shares same aggregate consideration payable therefor, the special right set out in Appendix “A” aggregate number of Newmont Shares, that such holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement, if, on the New Levon SharesEffective Date, being shares without par value, shall be created as a class, such holder had been the identifying name registered holder of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Franco-Nevada Shares to which Levon is authorised to issue shall be unlimitedsuch holder was theretofore entitled upon such exercise. For example, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice a holder of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall ten Franco-Nevada Class A Warrants would be entitled to receive from Levon an amount agreed upon with Levon or equal new warrants bearing the same terms and conditions except that such warrants would be exercisable for 32 (i.e., 10 x 4 x 0.80) Newmont Shares for a total exercise price of $200. If the foregoing results in the issuance of a fraction of a Newmont Share, then the number of Newmont Shares otherwise issued shall be rounded down to the fair value thereof determined in accordance with next whole Newmont Share and the Dissent Rightstotal exercise price for the Newmont Shares will be reduced by the exercise price of such fractional Newmont Share (rounded up to the nearest cent); (Ce) the stated capital of the New Levon Shares each issued and outstanding Franco-Nevada Share and Holdco Share acquired by NSULC will be an amount equal transferred by NSULC to Acquisitionco in consideration for the paid-up capital issuance of the Levon 1000 Special Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (ivf) with respect to each Levon Share: (A) following the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as transactions set out in paragraph 3(a)(iv)(A(S)2.3(a) to (S)2.3(e); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes Acquisitionco, each Holdco and the Loans to Levon and in exchange Levon will issue to or Franco-Nevada shall amalgamate pursuant to the order provisions of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of LevonCBCA, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrarmore fully described below.

The Arrangement. Commencing at (a) Cardero and Coalhunter agree that the Effective Time, the following shall occur and Arrangement shall be deemed implemented in accordance with and subject to occur the terms and conditions contained in this Agreement and the following order without Plan of Arrangement. (b) Coalhunter will, as soon as reasonably practicable, but in any further act event not later than April 21, 2011 or formalitysuch other date as is agreed to by the parties, apply to the Court pursuant to Section 291 of the BCBCA for an Interim Order providing, among other things: (i) Levon Options, including Dissent Options, outstanding at for the Effective Time shall class of persons to whom notice is to be surrendered and transferred to Levon and cancelled provided in respect of the Arrangement and the holders of Dissent options shall receive Coalhunter Meeting and for the amount described manner in subsection (iii)(B) belowwhich such notice is to be provided; (ii) that the identifying name requisite approval for the Coalhunter Resolutions will be: (A) 662/3 % of the Levon Shares shall votescast on the Coalhunter Resolutions by Coalhunter Shareholders, Coalhunter SpecialWarrant Holders and Coalhunter Option Holders, voting as a single class, present inperson or by proxy at the Coalhunter Meeting; and (B) a simple majority of the votes cast in person or by proxy on the Coalhunter Resolutions by Coalhunter Shareholders and, Coalhunter Special Warrant Holders, voting as a single class, other than Cardero, itsaffiliates or any other person whose vote would be changed from “Common” shares required to “Class A Common” shares, there shall be created and attached excluded underSection 8.1(2) of Multilateral Instrument 61-101 were it to apply to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, that in all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Optionrespects, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital terms, conditions and restrictions of the New Levon Shares Coalhunter constating documents, including quorum requirements and other matters, will be an amount equal to the paid-up capital apply in respect of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; andCoalhunter Meeting; (iv) with respect for the grant of Dissent Rights to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A)Coalhunter Shareholders; (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or for notice requirements with respect to the order presentation of the SciVac Securityholders, application to the Acquired Levon SharesCourt for the Final Order; (vi) that the Class A Common shares in Coalhunter Meeting may be adjourned from time to time by the authorized share structure board of Levondirectors of Coalhunter, as a classsubject to the terms of this Agreement, shall be eliminated from without the authorized share structure need for additional approval of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordinglyCourt; and (vii) The name that the record date for Coalhunter Shareholders, Coalhunter Special Warrant Holders and Coalhunter Option Holders entitled to notice of Levon is changed and to SciVac Inc. or such other name vote at the Coalhunter Meeting will not change in respect of any adjournment(s) of the Coalhunter Meeting. (c) Coalhunter will advise the Court of Cardero’s intention to rely upon the exemption under Section 3(a)(10) of the 1933 Act from the registration requirements of the 1933 Act to issue Cardero Shares to the Coalhunter Shareholders pursuant to the Arrangement. (d) Coalhunter will convene and use commercially reasonable efforts to hold the Coalhunter Meeting in accordance with the Interim Order. (e) Subject to obtaining (i) the approvals as contemplated by the Interim Order and as may be acceptable directed by the Court in the Interim Order, and (ii) any Regulatory approvals and any other consents, approvals and notices required to SciVac proceed with the transactions contemplated by this Agreement and the RegistrarArrangement pursuant to the Plan of Arrangement, Coalhunter will, as soon as reasonably practicable thereafter, take all steps necessary to submit the Arrangement to the Court and apply for the Final Order. (f) If the Final Order is obtained, subject to the satisfaction, waiver or release of the conditions set forth in Article 5 (as confirmed by each party to the other in writing), Coalhunter will, as soon as reasonably practicable thereafter, make any additional filings required under Sections 292 and 294 of the BCBCA. (g) The Arrangement shall become effective at 12:01 a.m. (Vancouver time) on the Effective Date, or at such other time on the Effective Date as may be agreed to by the parties hereto.

The Arrangement. Commencing at At the Effective Time: (a) each Bralorne Share that is issued and outstanding immediately prior to the Effective Time (excluding the Bralorne Shares held by Dissenting Shareholders who are ultimately determined to be entitled to be paid the fair value of the Bralorne Shares in respect of which they have exercised their Dissent Rights and any Bralorne Shares held, directly or indirectly, by Avino immediately prior to the following shall occur Effective Time) will be transferred, and will be deemed to be transferred, without any act or formality on the Bralorne Shareholder’s part, to ▇▇▇▇▇ in exchange for Zero Point One Four (0.140) fully paid and non-assessable ▇▇▇▇▇ Common Share (the “Share Consideration”); (b) at the same time as the step contemplated by Subsection 3.2(a), with respect to each Bralorne Share transferred to ▇▇▇▇▇: (i) the Bralorne Shareholder who was the registered holder of such Bralorne Share immediately prior to the Effective Time will cease to be the holder of such Bralorne Share and the name of such Bralorne Shareholder will be removed from the securities register of Bralorne with respect to such Bralorne Share; and (ii) legal and beneficial title to such Bralorne Share will vest in ▇▇▇▇▇ and ▇▇▇▇▇ be and be deemed to be the transferee and the legal and beneficial owner (free and clear of any Liens) of such Bralorne Share and will be entered in the securities register of Bralorne as the sole holder of such Bralorne Share; (c) without limiting the generality of Subsection 3.2(a) above, (i) the separate legal existence of Bralorne will continue; (ii) all of the Bralorne Shares held by ▇▇▇▇▇ will be cancelled without any repayment of capital in respect of those shares; (iii) Bralorne will become the wholly-owned subsidiary of ▇▇▇▇▇; and (iv) the property and liabilities of Bralorne will remain the property and liabilities of Bralorne; (d) each Bralorne Option granted and outstanding immediately prior to the Effective Time shall be deemed to occur in be cancelled without consideration, without the following order without need for any further act or formality, and with respect to each such Bralorne Option, the holder thereof will cease to be the holder thereof or to have any rights as a holder in respect of such Bralorne Option or under the applicable Bralorne Stock Option Plan and the name of the holder thereof will be removed from the applicable securities register of Bralorne with respect to such Bralorne Option; (e) the Bralorne Stock Option Plan will be cancelled; (f) each of the outstanding Bralorne Shares held by Dissenting Shareholders who are ultimately determined to be entitled to be paid the fair value of the Bralorne Shares in respect of which they have exercised their Dissent Rights shall be deemed to be irrevocably transferred to ▇▇▇▇▇ (free and clear of any Liens) and such Dissenting Shareholders shall cease to have any rights as Bralorne Shareholders other than the right to be paid the fair value of their Bralorne Shares in accordance with Article 5; and (g) at the same time as the step contemplated by Subsection 3.2(f) above, with respect to each Bralorne Share held by a Dissenting Shareholder: (i) Levon Options, including Dissent Options, outstanding at the Dissenting Shareholder who was the registered holder of such Share immediately prior to the Effective Time shall will cease to be surrendered and transferred to Levon and cancelled the holder of such Share and the holders name of Dissent options shall receive such Dissenting Shareholder will be removed from the amount described in subsection (iii)(B) below;securities register of Bralorne with respect to such Bralorne Share; and (ii) the identifying name of the Levon Shares shall legal and beneficial title to such Bralorne Share will vest in ▇▇▇▇▇ and ▇▇▇▇▇ will be, and be changed from “Common” shares deemed to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangementbe, the New Levon Shares, being shares without par value, shall be created as a class, transferee and the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, legal and Levon’s notice of articles shall be altered accordingly. beneficial owner (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (ALiens) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon of such Bralorne Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to entered in the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon Bralorne as the sole holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order such Bralorne Share; provided that none of the SciVac Securityholdersforegoing in Subsections 3.2(a) to (g) above will occur or be deemed to occur, unless all of the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrarforegoing occurs.

The Arrangement. Commencing The Arrangement shall provide in substance that, and the parties covenant to take such steps as are necessary to ensure that, commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order and without any further act or formality: (a) each outstanding VERSUS Share and the Associated Rights (other than (i) Levon OptionsVERSUS Shares and Associated Rights held by a holder who has exercised Dissent Rights and is ultimately entitled to be paid the fair value of his VERSUS Shares, including (ii) VERSUS Shares and Associated Rights held by ECC or any subsidiary or affiliate thereof, which shall not be exchanged under the Arrangement and shall remain outstanding, and (iii) VERSUS Shares and Associated Rights held by a holder that duly elects to receive EGI Common Shares) will be transferred by the holder thereof to ECC in exchange for that number of issued, fully paid and non-assessable Exchangeable Shares which is equal to the Exchange Ratio and ECC will become the registered and beneficial owner of the VERSUS Shares and Associated Rights exchanged as aforesaid; (b) each outstanding VERSUS Share and Associated Rights held by a holder of VERSUS Shares who so elects pursuant to the Letter of Transmittal and Election Form (other than (i) VERSUS Shares and Associated Rights held by a holder who has exercised Dissent OptionsRights and (ii) VERSUS Shares and Associated Rights held by ECC or any subsidiary or affiliate thereof, which shall not be exchanged under the Arrangement and shall remain outstanding) will be transferred by the holder thereof to EGI Newco in exchange for that number of issued, fully paid and non-assessable EGI Common Shares which is equal to the Exchange Ratio and EGI Newco will become the registered and beneficial owner of the VERSUS Shares and Associated Rights exchanged as aforesaid; (c) in lieu of fractional Exchangeable Shares or fractional EGI Common Shares, each holder of VERSUS Shares who would otherwise be entitled to receive a fraction of an Exchangeable Share or of an EGI Common Share shall be paid an amount in cash equal to such holder's pro rata share of the net proceeds received from aggregating all such fractional interests and selling them in the open market; (d) each VERSUS Option outstanding at the Effective Time shall be surrendered assumed by EGI (an "Assumed Option") on the terms set forth in Section 6.13; and (e) each Compensation Option shall be assumed by ECC on the terms set forth herein and transferred VERSUS shall cease to Levon have any liability in respect thereof. Each such Compensation Option so assumed by ECC shall continue to have, and cancelled be subject to, the same terms and conditions as are set forth in the holders Compensation Option immediately prior to the Effective Time, except that (i) such option will be exercisable for that number of Dissent options shall receive whole Exchangeable Shares equal to the amount described in subsection (iii)(B) below; product of the number of VERSUS Shares that were issuable upon exercise of such Compensation Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole number of Exchangeable Shares, and (ii) the identifying name per share exercise price for the Exchangeable Shares issuable upon exercise of the Levon Shares shall such assumed Compensation Option will be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof quotient determined in accordance with by dividing the Dissent Rights; (C) the stated capital exercise price per share of the New Levon VERSUS Shares will be an amount equal at which such option was exercisable immediately prior to the paid-Effective Time by the Exchange Ratio, rounded up capital of to the Levon Sharesnearest whole cent. Within thirty (30) Business Days after the Effective Time, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon ECC will issue to or each person who, immediately prior to the order Effective Time was a holder of an outstanding Compensation Option a document evidencing the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure foregoing assumption of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registraroption by ECC.

The Arrangement. (a) Commencing at the Effective Time, each of the following events set out below shall occur and shall be deemed to occur in the following order sequence, without any further authorization, act or formality of or by Terrace, Purchaser or any other Person: (i) all Purchaser Common Shares owned directly or indirectly by Terrace immediately prior to the Effective Time shall be hereby cancelled without any payment thereon; (ii) each Terrace Share held by a Dissenting Shareholder in respect of which Dissent Rights have been duly and validly exercised 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, to Terrace and Terrace shall thereupon be obliged to pay the consideration therefor determined and payable in accordance with ARTICLE 4 hereof, and the name of such holder shall be removed as a holder of Terrace Shares from the register of Terrace Shares maintained by or on behalf of Terrace and Terrace shall be recorded as the registered holder of such Terrace Shares so transferred and shall be deemed to be the legal owner of such Terrace Shares, and such Terrace Shares shall thereafter be automatically cancelled; (iii) each Subscription Receipt outstanding immediately prior to the Effective Time shall, and shall be deemed to, have been converted, without any further act or formality:, into one (1) Terrace Share and the Escrowed Funds (as defined in the Subscription Receipt Agreement) shall be released to Terrace (with all conditions and notices for release of the Terrace Shares and the Escrowed Funds deemed to have been satisfied and/or delivered to the Subscription Receipt Agent), and the Subscription Receiptholders outstanding immediately prior to the Effective Time shall, and shall be deemed to, cease to be the holder thereof and to have any rights as a holder thereof, and the name and holder thereof shall be removed from the register of Subscription Receipts maintained by and on behalf of Terrace and added to the register of holders of Terrace Shares; (iiv) Levon Optionseach outstanding Terrace Share (including Terrace Shares issued upon conversion of the Subscription Receipts pursuant to Section 3.1(a)(iii) above, including but other than Terrace Shares held by a Dissenting Shareholder who has duly and validly exercised and not withdrawn such holder’s Dissent OptionsRights (which Terrace Shares will have been transferred pursuant to Section 3.1(a)(ii) above)) will, without further act or formality by or on behalf of a holder of Terrace Shares, be irrevocably assigned and transferred by the holder thereof to Purchaser (free and clear of all Liens) in exchange for payment of Consideration in accordance with Section 5.1 less any amounts withheld in accordance with Section 5.4, and A. the holder of such Terrace Share shall cease to be the holder thereof and to have any rights as a holder of such Terrace Share other than the right to receive payment in accordance with this Plan of Arrangement; B. such holder’s name shall be removed from the register of the Terrace Shares maintained by or on behalf of Terrace; and C. Purchaser shall be deemed to be the transferee and the legal and beneficial holder of such Terrace Share (free and clear of all Liens) and shall be entered as the registered holder of such Terrace Share in the register of the Terrace Shares maintained by or on behalf of Terrace. (v) Each Option outstanding at immediately prior to the Effective Time shall be surrendered and transferred exchanged for a Purchaser Replacement Option to Levon and cancelled and purchase from Purchaser, without further act or formality, the holders number of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Purchaser Common Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached equal to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: product of: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share number of Terrace Shares that were issuable upon exercise of such Option immediately before the Effective Time; and 0.5 of a Spinco Share; (B) for each Dissent the Consideration, provided that if the foregoing would result in the issuance of a fraction of a Purchaser Common Share or Dissent Optionon any particular exercise of Purchaser Replacement Options, then the Dissenting Securityholder number of Purchaser Common Shares otherwise issued shall be entitled to receive from Levon an amount agreed upon with Levon or equal rounded down to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital nearest whole number of the New Levon Shares will Purchaser Common Shares. The exercise price per Purchaser Common Share subject to any such Purchaser Replacement Option shall be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: quotient of: (A) the Levon Shareholder thereof shall cease exercise price per Terrace Share of the exchanged Option immediately prior to the Effective Time divided by (B) the Consideration, rounded up to the nearest whole cent. Except as set out above, all terms and conditions of a Purchaser Replacement Option, including the term to expiry, exercise price, conditions to and manner of exercising, will be the Levon Shareholder same as the Option for which it was exchanged and any document evidencing an Option shall thereafter evidence and be deemed to evidence such Purchaser Replacement Option. If the exchange contemplated by this paragraph results in a disposition of such Levon Share and Options, it is intended that the name provisions of subsection 7(1.4) of the Levon Shareholder Tax Act apply to any such disposition. Notwithstanding the terms of the Option Plan and any stock option agreement pursuant to which Options were granted, the Option Plan and all stock option agreements shall be removed from the central securities register of Levon terminated, and neither Terrace nor Purchaser shall have any Liability with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) plans and agreements other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order delivery of the SciVac Securityholders, the Acquired Levon SharesPurchaser Replacement Options in accordance with this Plan of Arrangement; (vi) Each issued and outstanding Warrants immediately prior to the Class A Effective Time shall be exchanged, without further action or formality by or on behalf of the holders thereof, for a Purchaser Replacement Warrant to purchase from Purchaser the number of Purchaser Common shares Shares equal to the product of: (A) the number of Terrace Shares that were issuable upon exercise of such Warrant immediately before the Effective Time; and (B) the Consideration, provided that if the foregoing would result in the authorized share structure issuance of Levona fraction of a Purchaser Common Share on any particular exercise of Purchaser Replacement Warrants, as a class, then the number of Purchaser Common Shares otherwise issued shall be eliminated from rounded down to the authorized share structure nearest whole number of LevonPurchaser Common Shares. The exercise price per Purchaser Common Share subject to any such Purchaser Replacement Warrant shall be an amount equal to the quotient of: (A) the exercise price per Terrace Share of the exchanged Warrant immediately prior to the Effective Time divided by (B) the Consideration, rounded up to the nearest whole cent. Except as set out above, all terms and conditions of a Purchaser Replacement Warrant, including the term to expiry, exercise price, conditions to and manner of exercising, will be the same as the Warrant for which it was exchanged and any document evidencing a Warrant shall thereafter evidence and be deemed to evidence such Purchaser Replacement Warrant. Notwithstanding the terms of any warrant agreement or indenture pursuant to which Warrants were granted, the special right attached warrant agreements or indenture shall be terminated, and neither Terrace nor Purchaser shall have any Liability with respect to such shares plans and Part 26 agreements other than the delivery of Levon’s articles shall be deleted and Levon’s notice the Purchaser Replacement Warrants in accordance with this Plan of articles shall be altered accordingly; andArrangement. (viib) The name transfers and exchanges provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrarprocedures related thereto are not completed until after the Effective Date.

The Arrangement. Commencing at On the Effective TimeDate, the following shall occur and shall be deemed to occur in the following order without any further act or formalityformality and with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it: (a) the aggregate stated capital and paid-up capital of the Globex Common Shares will be divided by the number of Globex Common Shares outstanding immediately prior to the Effective Time; (b) Globex will purchase for cancellation the Globex Common Shares of all Repurchase Demanding Shareholders who have exercised their repurchase right in strict compliance with the Procedures to Demand Repurchase of Shares. All such Globex Common Shares will be cancelled at such time and the name of the Repurchase Demanding Shareholder will be deleted from the register of Globex Shareholders. The stated capital and paid-up capital of the Globex Common Shares will be reduced by an amount equal to the number of Globex Common Shares purchased pursuant to the exercise of the repurchase right multiplied by the stated capital and paid-up capital, as the case may be, as calculated in paragraph 3.1(a) above; (c) the articles of Globex will be amended as set out in Exhibit II annexed to this Plan of Arrangement to authorize Globex to issue: (i) Levon Optionsan unlimited number of Globex New Common Shares; (ii) an unlimited number of Globex Butterfly Shares; and (iii) an unlimited number of Globex Preference Shares, including Dissent Optionsissuable in series, outstanding having the rights, privileges, restrictions and conditions set out in such Exhibit; (d) the articles of CIM will be amended to create the CIM Redemption Shares, which will have the following attributes: (i) each CIM Redemption Share will be redeemable, subject to applicable law, at any time at the Effective Time shall option of CIM at a redemption amount equal to the CIM Redemption Share Redemption Amount; (ii) each CIM Redemption Share will be surrendered and transferred retractable, subject to Levon and cancelled and applicable law, at any time at the option of the holder at a retraction amount equal to the CIM Redemption Share Redemption Amount; (iii) the holders of Dissent options shall receive the CIM Redemption Shares will be not entitled to any dividends; (iv) for purposes of subsection 191(4) of the ITA, the amount specified in respect of each CIM Redemption Share which is to be redeemed, acquired or cancelled, will be the amount specified by a director or officer of CIM in a certificate that is made (i) effective concurrently with the issuance of such CIM Redemption Share; and (ii) pursuant to a resolution of the Board of Directors of CIM duly passed and evidenced in writing authorizing the issuance of such CIM Redemption Share, such amount to be expressed as a dollar amount (and not expressed as a formula), such amount to be not subject to change thereafter, and such amount to be equal to the fair market value of the consideration for which such CIM Redemption Share is issued; (v) the holder of each CIM Redemption Share will be entitled, upon the liquidation, dissolution or winding-up of CIM, to a payment in priority to all other classes of shares of CIM of an amount equal to the CIM Redemption Share Redemption Amount to the extent of the amount of value of property available under applicable law for payment to Shareholders upon such liquidation, dissolution or winding-up, and no other amount; and (vi) CIM Redemption Shares will not entitle their holders to vote at meetings of Shareholders of CIM, other than as provided for pursuant to the QBCA; (e) each Globex Common Share outstanding on the Effective Date will be exchanged for one Globex New Common Share and one Globex Butterfly Share. Each Shareholder will cease to be the holder of the Globex Common Shares so exchanged and will become the holder of the same number of Globex New Common Shares and of Globex Butterfly Shares as the number of Globex Common Shares then owned by such Shareholder. The name of such Shareholder will be removed from the register of holders of Globex Common Shares and will be added to the registers of holders of both Globex New Common Shares and Globex Butterfly Shares with respect to the Globex New Common Shares and the Globex Butterfly Shares issued to such Shareholder. The aggregate addition to the stated capital of both the Globex New Common Shares and the Globex Butterfly Shares issued by Globex on the exchange described in this paragraph 3.1(e) will equal the aggregate paid-up capital of the Globex Common Shares subject to this exchange and as calculated in paragraph 3.1(a). This paid-up capital will be allocated to the Globex New Common Shares and to the Globex Butterfly Shares based on the ratio that the fair market value of the Globex New Common Shares and the Globex Butterfly Shares, as the case may be, is of the aggregate fair market value of all of the Globex New Common Shares and the Globex Butterfly Shares. All Globex Common Shares exchanged for Globex New Common Shares and Globex Butterfly Shares will be cancelled; (f) each holder of Globex Butterfly Shares will transfer all of the Globex Butterfly Shares held by such holder to CIM in consideration for the issuance by CIM of one CIM Common Share for each Globex Butterfly Share. Each holder of Globex Butterfly Shares will cease to be the holder of the Globex Butterfly Shares so transferred and will become the holder of the identical number of CIM Common Shares as the number of Globex Butterfly Shares transferred by such Shareholder to CIM. The name of such holder will be removed from the register of holders of Globex Butterfly Shares with respect to the Globex Butterfly Shares so transferred and will be added to the register of holders of CIM Common Shares as the holder of the number of CIM Common Shares so issued to such holder. CIM will be the owner of the Globex Butterfly Shares so transferred and the name of CIM will be entered in the register of holders of Globex Butterfly Shares in respect of the Globex Butterfly Shares so transferred to CIM, and CIM shall add to the stated capital account maintained for the CIM Common Shares an amount equal to the aggregate paid-up capital of the Globex Butterfly Shares acquired by CIM. If requested by a Shareholder, CIM and the Shareholder will jointly elect, in prescribed form and within the time limit referred to in subsection 85(6) of the ITA, to have the provisions of subsection 85(1) of the ITA apply to the transfer of Globex Butterfly Shares by the Shareholder to CIM; (iii)(Bg) belowimmediately following the transfer of the Globex Butterfly Shares to CIM described in paragraph 3.1(f), each holder of Globex Stock Options will dispose of its Globex Stock Options to each of Globex and CIM in consideration for the issuance to the particular holder of a new Globex Stock Option granted by Globex to acquire a Globex New Common Share and a CIM Stock Option granted by CIM to acquire a CIM Common Share in such a manner that: (i) holders of Globex Stock Options will receive no consideration for the exchange of their Globex Stock Options other than a new Globex Stock Option and CIM Stock Option; (ii) the identifying name original exercise price of the Levon Shares shall each Globex Stock Option to each holder of Globex Stock Options will be changed from “Common” shares to “Class A Common” shares, there shall be created and attached allocated to the Levon Shares new Globex Stock Option and the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be CIM Stock Option such that an amount equal to the paid-up capital Exercise Price Proportion of the Levon Shares, less the Fair Market Value exercise price of each Globex Stock Option will be payable to CIM on exercise of the Spinco Shares distributed CIM Stock Option and an amount equal to the remainder of the original Globex Stock Option exercise price will be payable to Globex on such exchangeexercise of the new Globex Stock Option. In the event that CIM is listed on the TSXV, where the allocation described in this paragraph with respect to the exercise price of a CIM Stock Option results in an exercise price that is less than $0.10, the exercise price for the CIM Stock Option shall increase to $0.10 (without resulting in an equivalent reduction in the exercise price of a new Globex Stock Option); (iii) the expiry date of a new Globex Stock Option and a CIM Stock Option will, aside from certain differences in termination provisions, be the same as that of the corresponding Globex Stock Option; (iv) the other material commercial terms and conditions of the new Globex Stock Options and the CIM Stock Options will generally parallel those of the Globex Stock Options, subject to the condition that there may be certain differences in recognition of the fact that Globex is listed on the TSX and CIM may be listed on the TSXV; and (ivv) with respect the Globex Stock Options will be cancelled upon the foregoing transfers. The issuance by CIM of the CIM Stock Options will be in anticipation of the distribution described in paragraph 3.1(i) below and will form part of the non-share consideration paid by CIM; (h) immediately prior to each Levon Sharethe distribution described in paragraph 3.1(i) below, the property owned by Globex will be classified into the following three types of property for the purpose of the distribution, as follows: (Ai) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Sharecash or near cash; (Bii) such Levon Share shall be cancelledinvestment property; and (Ciii) other than with respect to Dissent Sharesbusiness property. All tax accounts of Globex, including non-capital losses, and CCEE (within the meaning assigned by subsection 66.1(6) of the ITA) will not be considered property of Globex and the fair market value of such accounts will be nil. In determining the net fair market value of its cash or near cash, investment property and business property immediately before the distribution described in paragraph 3.1(i) below, the Levon Shareholder shall liabilities of Globex will be registered allocated to, and be deducted from, the calculation of the fair market value of each type of property as follows: A. No amount will be considered to be a liability unless it represents a true legal liability which is capable of quantification; B. Current liabilities of Globex will be deducted from cash or near cash; and C. Deferred income tax will not be considered a liability. Globex will calculate the net fair market value of each type of property in the central securities register manner described in this paragraph 3.1(h); (i) Globex will transfer to CIM each of Levon the Transferred Assets for an amount equal to its fair market value. Immediately following the transfers, the percentage of the net fair market value of each of the type of property of Globex so transferred to CIM will, for greater certainty, approximate the Butterfly Proportion; For the purposes of this paragraph, the expression “approximate the Butterfly Proportion” means that a discrepancy in the Butterfly Proportion, if any, will not exceed one percent (1%), as determined as a percentage of the holder net fair market value of New Levon each type of property that CIM will receive as compared to what CIM would have received had it received its appropriate pro rata share of the net fair market value of that type of Globex’s property; (j) as consideration for the property transferred by Globex, CIM will: (i) have issued the CIM Stock Options as described in paragraph 3.1(g) above, and (ii) issue five million (5,000,000) CIM Redemption Shares having an aggregate fair market value equal to the amount by which the fair market value of the Transferred Assets exceeds the fair market value of the CIM Stock Options issued pursuant to paragraph 3.1(g) above; (k) CIM and Globex will jointly elect, in prescribed form and within the time limit referred to in subsection 85(6) of the ITA, to have the provisions of subsection 85(1) of the ITA apply to the transfer of each Transferred Asset that is an eligible property within the meaning assigned by subsection 85(1.1) of the ITA. The agreed amount for purposes of subsection 85(1) of the ITA in respect of such Transferred Asset will not exceed its fair market value; (l) CIM will add to the stated capital maintained for the CIM Redemption Shares (i) the aggregate of the agreed amount in respect of each eligible property in respect of which an election under subsection 85(1) of the ITA will be made, and (ii) the fair market value of each of the other Transferred Assets; (m) immediately after the distribution described in paragraph 3.1(i) above, the fair market value of each type of property forming part of the Transferred Assets, determined using a net fair market value consolidated look-through approach, will be equal to or approximate that proportion of the net fair market value of each type of property of Globex using a consolidated net fair market value consolidated look-through approach, determined immediately before that transfer, that: a. The aggregate fair market value of the Globex Butterfly Shares owned by CIM, immediately before that transfer, is of b. The aggregate fair market value of all Globex Butterfly Shares and all Globex Common Shares issued and outstanding immediately before that transfer; (n) CIM will redeem all of the CIM Redemption Shares issued to Globex in paragraph 3.1(h) above and will issue to Globex, as payment, the CIM Redemption Note which will be a non-interest bearing promissory note, payable on demand having a principal amount and fair market value equal to the issue price of the CIM Redemption Shares as described in paragraph 3.1(h). Globex will accept the CIM Redemption Note as full payment for the redemption of the CIM Redemption Shares with the risk that the CIM Redemption Note may not be honoured; (o) Globex will redeem all of the Globex Butterfly Shares acquired by CIM as described in paragraph 3.1(f) above and will issue to CIM, as payment, the Globex Redemption Note which will be a non-interest bearing promissory note, payable on demand having a principal amount and fair market value equal to the fair market value of the Globex Butterfly Shares as determined in paragraph 3.1(f). CIM will accept the Globex Redemption Note as full payment for redemption of the Globex Butterfly Shares with the risk that the Globex Redemption Note may not be honoured; (p) Globex will satisfy its obligations under the Globex Redemption Note by transferring the CIM Redemption Note to CIM, and CIM will accept the CIM Redemption Note in full satisfaction of Globex’s obligations under the Globex Redemption Note. CIM will satisfy its obligations under the CIM Redemption Note by transferring the Globex Redemption Note to Globex, and Globex will accept the Globex Redemption Note in full satisfaction of CIM’s obligations under the CIM Redemption Note; and (q) the articles of Globex will be amended as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer Exhibit III annexed to this Plan of Arrangement to remove the SciVac SharesGlobex Butterfly Shares and Globex Common Shares as shares which Globex is authorized to issue, and to change the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order designation of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levoncommon shares, as a classboth issued and unissued, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrarcommon shares.

The Arrangement. Commencing at Exchange of SESI Shares for ADR Common Shares and Amalgamation 3.1 At the Effective Time, the following shall will occur and shall will be deemed to occur in the following order without any further act or formality: (ia) Levon Options, including Dissent Options, all of the outstanding at SESI Shares of the Effective Time shall Participating SESI Shareholders will be surrendered and will be deemed to be transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) ADR in exchange for ADR Common Shares to be issued by ADR on the basis of one ADR Common Share for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 two SESI Shares of a Spinco Share;Participating SESI Shareholder (rounding any fractions down), (Bb) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares Participating SESI Shareholder will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder a holder of such Levon Share SESI Shares and the name of the Levon each Participating SESI Shareholder shall will be removed from the central securities register of Levon with respect to such Levon Share;members for SESI Shares, (Bc) there will be allotted and issued to each Participating SESI Shareholder as fully-paid and non-assessable shares a pro rata number of ADR Common Shares calculated on the basis of one ADR Common Share for each two SESI Shares exchanged, and the name of such Levon Share shall Participating SESI Shareholder will be cancelled; andentered in the register of holders of the ADR Common Shares as the registered holder of such ADR Common Shares as maintained by the Escrow Agent, and the Escrow Agent will thereupon administer such ADR Common Shares pursuant to the Escrow Agreement, (Cd) other than with respect ADR will be and will be deemed to Dissent Sharesbe the transferee and sole holder of the SESI Shares so transferred to it, and the Levon Shareholder shall name of ADR will be registered entered in the central securities register of Levon members for the SESI Shares of the Participating SESI Shareholders as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Sharessuch shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (viie) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac ADR Acquisition Sub will then amalgamate with SESI and the Registrartwo companies will continue as one. 3.2 From the Effective Time, each share certificate evidencing one or more SESI Shares held by Participating SESI Shareholders will be deemed for all purposes to evidence only the right to receive a share certificate evidencing the ADR Common Shares issued under Section 3.1.

The Arrangement. 3.1 The Arrangement Commencing at the Effective Time, the following shall will occur and shall will be deemed to occur in the following order sequence without any further authorization, act or formalityformality by Paramount, Calico, Calico Shareholders or any other person: (a) each issued and outstanding Calico Share held by a Dissenting Shareholder will be, and will be deemed to be, transferred by the holder thereof to Paramount and acquired by Paramount free and clear from any claims, liens or encumbrances, and each Dissenting Shareholder will cease to have any rights as a Calico Shareholder other than the right to be paid the fair value for their Calico Shares as set out in Article 4, and in respect of each such Calico Share: (i) Levon Options, including Dissent Options, outstanding such Dissenting Shareholder will cease to be the holder of such Calico Share at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying such Dissenting Shareholder’s name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with Calico in respect to of such Levon Share; (B) such Levon Calico Share shall be cancelledas of the Effective Time; and (Cii) other than with respect Paramount will be deemed to Dissent Sharesbe the transferee of such Calico Share (free from any claim, lien or encumbrance) as of the Levon Shareholder shall Effective Time and Paramount’s name will be registered entered in the central securities register of Levon Calico as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A)thereof; (vb) The SciVac Securityholders each issued and outstanding Calico Share, other than any Calico Shares held by a Dissenting Shareholder and other than the Calico Shares already held by Paramount, will transfer be, and will be deemed to be, transferred by the SciVac Sharesholder thereof to Paramount and acquired by Paramount free and clear from any claims, liens or encumbrances in exchange for 0.07 of a Paramount Share (the Capital Notes ratio of 0.07 of a Paramount Share for each issued and outstanding Calico Share being referred to as the Loans to Levon “Share Exchange Ratio”), and in respect of each such Calico Share: (i) the holder of such Calico Share will cease to be the holder thereof at the Effective Time concurrently with the exchange Levon referred to in this Section 3.1(b) and such holder’s name will be removed from the central securities register of Calico in respect of such Calico Share as of the Effective Time; (ii) Paramount will be deemed to be the transferee of such Calico Share (free from any claim, lien or encumbrance) as of the Effective Time and Paramount’s name will be entered in the central securities register of Calico as the holder thereof; and (iii) Paramount will issue to or to the order holder of such Calico Share 0.07 of a Paramount Share as the SciVac Securityholders, sole consideration therefor and the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure [shareholder register] of Levon, as a class, shall Paramount will be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered revised accordingly; and (viic) The name all Calico Options and Calico Warrants will be terminated and cancelled as of Levon is changed the Effective Time with no consideration payable therefor, and each holder of Calico Options or Calico Warrants will cease to SciVac Inc. have any rights as a holder of Calico Options or such other name as may be acceptable to SciVac and the RegistrarCalico Warrants.