Common use of The Arrangement Clause in Contracts

The Arrangement. On the Effective Date, the following will occur and be deemed to occur in the following order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT or of Newco, but subject to the provisions of section 5 of this Plan of Arrangement: 4.1.1 The articles and notice of articles of PT will be amended, as applicable, to authorize PT to issue an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) , with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto. 4.1.2 Each issued and outstanding Common Share, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share. In connection with such exchange: (a) The issue price for each Class 1 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection. (b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00. (c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof. (d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above. (e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange. (f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and will be added to the registers of the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization Shares, respectively, so issued to such Shareholder. 4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2 will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares. 4.1.4 The Common Shares exchanged for New Common Shares and Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled. 4.1.5 Each Shareholder will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer: (a) The issue price for each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration. (b) Each holder of Class 1 Reorganization Shares so transferred will cease to be the holder of the Class 1 Reorganization Shares so transferred and will become the holder of Newco Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so transferred and will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so transferred to Newco. 4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption. 4.1.7 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.

The Arrangement. On At the Effective DateTime, the following events and transactions set out in Subsections (a) to (d), inclusive, will occur and be deemed to occur occur, unless otherwise provided, in the following order set out below, without any further act or formality notwithstanding anything contained in formality, and with each event or transaction occurring and being deemed to occur immediately after the provisions attaching to any occurrence of the securities of PT immediately preceding event or of Newco, but subject to the provisions of section 5 of this Plan of Arrangement: 4.1.1 The articles and notice of articles of PT will be amended, as applicable, to authorize PT to issue an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) , with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto. 4.1.2 Each issued and outstanding Common Share, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share. In connection with such exchangetransaction: (a) The issue price Pursuant to the Asset Purchase Agreement, Explorex will transfer all of the Spinout Assets and Spinout Liabilities to Spinco in consideration for each Class 1 Reorganization the issuance by Spinco of such number of fully-paid and non-assessable SpinCo Shares to Explorex such that immediately after the foregoing issuance Explorex shall hold in the aggregate (together with the Spinco Share will be an amount held immediately prior to the foregoing issuance) that number of Spinco Shares that is equal to 0.5 of the fair market value, as determined by total number of Explorex Common Shares issued and outstanding immediately prior to the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.Effective Time; (b) The Company Explorex shall undertake a reorganization of capital within the meaning of Section 86 of the ITA as follows, with the following steps occurring in the following order: (i) Explorex’s authorized share capital and its Articles will add be altered by: A. renaming and redesignating all of the issued and unissued Explorex Common Shares as Explorex Class A Common Shares; B. providing that the rights, privileges, restrictions and conditions attached to the Explorex Class A Common Shares are as follows: (1) to two votes at all meetings of shareholders of Explorex except meetings at which only holders of a specified class of shares are entitled to vote and shall be entitled to one vote for each common share held; (2) to receive, subject to the rights of the holders of another class of shares, any dividend declared by Explorex; and (3) to receive, pari passu with the Explorex New Shares (as defined below), and subject to the rights of the holders of another class of shares, the remaining property of Explorex on the liquidation, dissolution or winding up of Explorex, whether voluntary or involuntary; C. creating a new class consisting of an unlimited number of common shares without par value (the “Explorex New Shares”); D. providing that the rights, privileges, restrictions and conditions attached to the Explorex New Shares are as follows: (1) to vote at all meetings of shareholders of Explorex except meetings at which only holders of a specified class of shares are entitled to vote and shall be entitled to one vote for each common share held; (2) to receive, subject to the rights of the holders of another class of shares, any dividend declared by Explorex; and (3) to receive, pari passu with the Explorex Class A Common Shares, and subject to the rights of the holders of another class of shares, the remaining property of Explorex on the liquidation, dissolution or winding up of Explorex, whether voluntary or involuntary; (ii) each Explorex Shareholder will exchange each Explorex Class A Common Share held at the Effective Time for (A) one Explorex New Share, and (B) 0.5 of a Spinco Share, and such Explorex Shareholders shall cease to be the holders of the Explorex Class A Common Shares so exchanged; (iii) the authorized share capital of Explorex is amended to delete the Explorex Class A Common Shares, none of which are issued and outstanding, and to delete the rights, privileges, restrictions and conditions attached to the Explorex Class A Common Shares; and (iv) the aggregate amount added to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00. (cExplorex New Shares issued pursuant to Section 2.2(b)(ii) The issue price for each New Common Share will above shall be an amount equal to the difference between amount if any, by which (iA) the aggregate paid-up capital (as that term is defined for the purposes of the ITA) of the Explorex Class A Common Shares immediately prior to the Effective Time, exceeds (B) the fair market value for of the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof. (d) The Company will add Spinco Shares distributed to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above. (e) The amounts to Explorex Shareholders. No fractional shares will be added to the stated capital accounts maintained by the Company for the New Common Shares issued and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, Explorex Shareholders will not exceed the PUC of the Common Shares at the time of the exchange. (f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholderreceive any compensation in lieu thereof. The name of such each Explorex Shareholder will who is so deemed to exchange his, her or its Explorex Class A Common Shares, shall be removed from the securities register of holders of Explorex Class A Common Shares with respect to the Explorex Class A Common Shares so exchanged and will shall be added to the securities registers of the holders of Explorex New Common Shares and Class 1 Reorganization Spinco Shares as the holder of the number of Explorex New Common Shares and Class 1 Reorganization SharesSpinco Shares deemed to have been received on the exchange; (c) each Explorex Warrantholder will dispose of the Exercise Price Proportion of such holder’s Explorex Warrants to Spinco and the remaining portion to Explorex, respectivelyand as sole consideration therefor: (i) Spinco will grant Spinco Replacement Warrants to the Explorex Warrantholder; and (ii) Explorex will grant Explorex Replacement Warrants to the holder (collectively, so issued the “Warrant Exchange”), such that, for each Explorex Common Share that the Explorex Warrantholder would have been entitled to such Shareholder. 4.1.3 No share certificate representing the Class 1 Reorganization Shares issued acquire pursuant to 4.1.2 an Explorex Warrant (and the terms of the Explorex Warrant certificate), the Explorex Warrantholder will instead be issued. The entitled to acquire one Explorex New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled Share pursuant to the Arrangement, corresponding Explorex Replacement Warrant and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares. 4.1.4 The Common Shares exchanged for New Common Shares and Class 1 Reorganization 0.5 Spinco Shares pursuant to section 4.1.2 the corresponding Spinco Replacement Warrant. For greater certainty, an Explorex Warrantholder will receive no consideration for the exchange of such Explorex Warrants other than Explorex Replacement Warrants and Spinco Replacement Warrants, and the Explorex Warrants so exchanged will be cancelled. 4.1.5 Each Shareholder will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance cancelled and terminated concurrently with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferredWarrant Exchange. In connection with such sale and transfer: (a) The issue original exercise price for each Newco Common Share of a holder’s Explorex Warrants will be allocated to the Explorex Replacement Warrants and the Spinco Replacement Warrants acquired by the holder pursuant to the Warrant Exchange such that an amount equal to the fair market value Exercise Price Proportion of such original exercise price (rounded up to the fractional Class 1 Reorganization Share for which it was issued as consideration.nearest whole cent) will be payable by the holder to Spinco under the Spinco Replacement Warrants and an amount equal to the remainder of such original exercise price (rounded up to the nearest whole cent) will be payable by the holder to Explorex under the Explorex Replacement Warrants; and (bd) Each holder of Class 1 Reorganization Shares so transferred Explorex will cease surrender to be Spinco for cancellation, the holder of the Class 1 Reorganization Shares so transferred and will become the holder of Newco Common Shares one Spinco Share issued to such holder. The name Explorex on incorporation of such holder will be removed from Spinco, the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so transferred exchanges, cancellations and will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will steps provided for in this Section 2.2 shall be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so transferred to Newco. 4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption. 4.1.7 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Time.

The Arrangement. On the Effective Date, the following will occur and be deemed to occur in the following order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT Spearmint or of NewcoSpinco, but subject to the provisions of section 5 of this Plan of ArrangementArticle 5: 4.1.1 The articles and notice of articles of PT Spearmint will be amended, as applicable, amended to authorize PT Spearmint to issue an unlimited number of Common Shares (to be re‐designated as “Pre‐arrangement common shares” in the amended articles), an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, ” in the amended articles and/or notice of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, ” in the amended articles and/or notice of articles, as applicable) , with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto). 4.1.2 Each issued and outstanding Common Share, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share. In connection with such exchange: (a) The issue price for each Class 1 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection. (b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.0020,000. (c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof. (d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above. (e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange. (f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and will be added to the registers of the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization Shares, respectively, so issued to such Shareholder. 4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2 4.1.2(a) will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 4.1.2(c) will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares. 4.1.4 The Common Shares exchanged for New Common Shares and Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled. 4.1.5 Each Shareholder will sell and transfer all of its Class 1 Reorganization Shares to Newco Spinco for consideration consisting solely of Newco Spinco Common Shares issued by Newco Spinco in accordance with the Newco Spinco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer: (a) The issue price for each Newco Spinco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration. (b) Each holder of Class 1 Reorganization Shares so transferred sold will cease to be the holder of the Class 1 Reorganization Shares so sold and transferred and will become the holder of Newco Spinco Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so sold and transferred and will be added to the register of holders of Newco Spinco Common Shares as the holder of the number of Newco Spinco Common Shares so issued to such holder, and Newco Spinco will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco Spinco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so sold and transferred to NewcoSpinco. 4.1.6 All of the Class 1 Reorganization Shares owned by Newco Spinco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT Spearmint to Newco Spinco of the Asset Purchase Agreement and the Newco Spinco Working Capital and the Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption. 4.1.7 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.

The Arrangement. On the Effective DateDate and commencing at the Effective Time, the following will shall occur and be deemed to occur in the following order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT or of Newco, but subject to the provisions of section 5 of this Plan of Arrangementformality: 4.1.1 The articles and notice (a) the authorized capital of articles of PT Tenke will be amendedamended by redesignating the Tenke Shares as Class B Shares and the Articles of Tenke shall be deemed to be amended accordingly and each certificate representing an outstanding Tenke Share shall, as applicableand from the time such redesignation is effective, to authorize PT to issue an unlimited number represent a Class B Share; (b) the authorized capital of New Common Shares (to Tenke will be designated as “New Common shares”, or with such designation as decided amended by PT’s board, in the amended articles and/or notice creation of articles, as applicable) and an unlimited number of Class 1 Reorganization A Shares (and the Articles of Tenke shall be deemed to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s boardamended accordingly; (c) Tenke will transfer the South American Assets and the Cash to Newco and, in the amended articles and/or notice of articlesconsideration therefor, Newco will issue to Tenke, as applicable) fully paid and non-assessable, with the special rights and restrictions substantially in the form as set out in Exhibit 2 that number of Newco Shares equal to the Arrangement Agreement attached hereto. 4.1.2 Each number of Tenke Shares issued and outstanding Common immediately before the Effective Time, other than Tenke Shares held by Dissenting Shareholders; (d) each issued Class B Share, except other than those referred to in section 5.1held by Dissenting Shareholders, will be exchanged with Tenke for one New Common Class A Share and one Newco Share acquired by Tenke in accordance with Section 3.2(c) and the certificates representing the outstanding Class 1 Reorganization Share. In connection with such exchange:B Shares of Tenke shall thereafter represent Class A Shares; (ae) The issue price each issued Class B Share held by Dissenting Shareholders (for greater certainty, being Tenke Shareholders who have duly complied with the Dissent Rights and are ultimately entitled to be paid for their dissenting shares) will be acquired by Tenke in consideration for Tenke agreeing to pay the amount to be paid as determined in accordance with Article IV of this Plan of Arrangement in respect of the dissenting shares; (f) each issued Class 1 Reorganization B Share acquired in accordance Section 3.2(e) will be cancelled; (g) the stated capital of Tenke for the outstanding Class A Shares will be an amount equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection. (b) The Company will add to the stated capital account maintained by it of Tenke for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00. (c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof. (d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common B Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above. (e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange. (f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and will be added to the registers of the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization Shares, respectively, so issued to such Shareholder. 4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2 will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares. 4.1.4 The Common Shares exchanged for New Common Shares and Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled. 4.1.5 Each Shareholder will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer: (a) The issue price for each Newco Common Share will be an amount equal to less the fair market value of the fractional Newco Shares distributed to Tenke Shareholders, other than Dissenting Shareholders, pursuant to Section 3.2(d) and the paid-up capital of the Class 1 Reorganization Share for which it was issued as consideration.A Shares of Tenke will be reduced accordingly; (bh) Each holder the Class B Shares will be cancelled; (i) each issued Class A Share will be transferred to ▇▇▇▇▇▇ in consideration of Class 1 Reorganization 1.73 ▇▇▇▇▇▇ Shares so transferred and $0.001 in cash; (j) each Tenke Stock Option outstanding immediately before the Effective Date will cease be exchanged for a stock option to be issued by ▇▇▇▇▇▇ (a "▇▇▇▇▇▇ New Option") pursuant to which the holder of the Tenke Stock Option will be entitled to receive, upon exercise of the ▇▇▇▇▇▇ New Option, that number of ▇▇▇▇▇▇ Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Tenke Shares to which such holder was therefore entitled upon exercise of the Tenke Stock Option. Save and except as otherwise agreed to by ▇▇▇▇▇▇ and the holders of Tenke Stock Options, the term to expiry, conditions to and manner of exercising, vesting schedule, the status under applicable laws, and all other terms and conditions of each ▇▇▇▇▇▇ New Option will otherwise be unchanged from those contained in or otherwise applicable to the related Tenke Stock Option. It is intended that the provisions of Subsection 7 (1.4) of the Tax Act apply to such exchange. Therefore, in the event that the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the ▇▇▇▇▇▇ Shares that a holder is entitled to acquire on exercise of the ▇▇▇▇▇▇ New Option exceeds the amount payable to acquire such shares under the ▇▇▇▇▇▇ New Option (the "▇▇▇▇▇▇ Stock Option In-The-Money Amount") exceeds the amount by which the total fair market value (determined immediately before the Effective Time) of the Tenke Shares that the holder was entitled to acquire on exercise of the Tenke Stock Option exceeds the amount payable to acquire such shares under the Tenke Stock Option (the "Tenke Stock Option In-The-Money Amount"), the number of ▇▇▇▇▇▇ Shares which may be acquired on exercise of the ▇▇▇▇▇▇ New Option will be adjusted accordingly with effect at and from the Effective Time to ensure that the ▇▇▇▇▇▇ Stock Option In-The-Money Amount does not exceed the Tenke Stock Option In-The-Money Amount and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. In addition each Tenke Stock Option which, by its terms, would expire 90 days after the holder of such option ceased to be eligible to hold options under the Tenke Stock Option Plan, shall be deemed to have been amended to provide that such option shall not expire until 180 days after the holder of such option ceased to be eligible to hold options under the Tenke Stock Option Plan; (k) Newco will redeem its outstanding Class 1 Reorganization A Shares so transferred for $0.001 per share and such shares will be cancelled; (l) no fractional ▇▇▇▇▇▇ Shares will be issued in connection with the exchange in Section 3.2(i), but rather shareholders entitled to a fractional ▇▇▇▇▇▇ Share will receive cash in lieu thereof in accordance with Section 3.5 of this Plan of Arrangement; (m) the names of Tenke Shareholders, other than ▇▇▇▇▇▇, will be removed from the central securities register of Tenke; (n) ▇▇▇▇▇▇ will become the holder of Newco Common all Class A Shares issued to such holder. The name and the central securities register of such holder Tenke will be removed from revised accordingly; and (o) the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so transferred exchanges and will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and cancellations provided for in this Section 3.2 will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so transferred to Newco. 4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption. 4.1.7 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

The Arrangement. On At the Effective DateTime, the following will occur and will be deemed to occur in the following order without any further act or formality notwithstanding anything contained in formality: (a) the provisions attaching Common Shares held by Dissenting Shareholders shall be deemed to have been transferred to the Company and the Dissenting Shareholders shall cease to have any rights as shareholders of the securities Company other than the right to be paid the fair value of PT or of Newco, but subject to their Common Shares in accordance with Article 4; (b) the provisions of section 5 of this Plan of Arrangement: 4.1.1 The articles and notice of articles and articles of PT will the Company shall be amendedamended to: (i) change the designation of the existing “common shares” to “Class A Shares” and to change the rights, privileges, restrictions and conditions attached thereto, whether issued or unissued, so that the rights, privileges, restrictions and conditions attached thereto shall be as applicable, to authorize PT to issue an unlimited number set out in Appendix 1 attached hereto; (ii) create a new class of New Common Shares (to be shares designated as “common shares” (being the New Common shares”, or with such designation as decided by PT’s boardShares), in the amended articles and/or notice of articles, as applicable) and an unlimited number number, having the rights, privileges, restrictions and conditions set out in Appendix 1 attached hereto; and (iii) create a new class of Class 1 Reorganization Shares (to be shares designated as “Class 1 Reorganization B Shares”, or with such designation as decided by PT’s boardin an unlimited number, in having the amended articles and/or notice of articlesrights, as applicable) privilege, with the special rights restrictions and restrictions substantially in the form as conditions set out in Exhibit 2 to the Arrangement Agreement Appendix 1 attached hereto.; 4.1.2 Each (c) the Company’s central securities register for the “common shares” shall be redesignated as the central securities register for the renamed and redesignated “Class A Shares”; (d) each Class A Share issued and outstanding Common Share, except those referred to in section 5.1, on the Effective Date (other than shares held by Dissenting Shareholders) will be deemed to be exchanged (without any action on the part of the holder of the Class A Shares) for one New Common Share and one Class 1 Reorganization B Share. In connection with such exchange: (a) The issue price for each Class 1 Reorganization Share No other consideration will be an amount equal to received by any holder of the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection. (b) A Shares. The Company will add to not file a joint election under subsection 85(1) of the Tax Act with any holder of Class A Shares in respect of this share exchange. The aggregate stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00. (c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof. (d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above. (e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization B Shares shall, notwithstanding paragraph 4.1.2(b) above, will not exceed the PUC paid-up capital of the Class A Shares immediately before the exchange and will be determined based on the proportion that the fair market value of the New Common Shares at or the time Class B Shares, as the case may be, is of the fair market value of all New Common Shares and Class B Shares issued on the exchange. (f) . Each Shareholder will shall be deemed to cease to be the holder of the Common Class A Shares so exchanged exchanged, shall cease to have any rights with respect to such Class A Shares and will become shall be deemed to be the holder of the number of New Common Shares and Class 1 Reorganization B Shares issued to such Shareholder. The name of such Shareholder will shall be removed from the central securities register for Class A Shares in respect of holders of Common Shares with respect to the Common Class A Shares so exchanged and will shall be added to the registers central securities register of the holders of New Common Shares and the Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization B Shares, respectively, so issued to such Shareholder. 4.1.3 No share certificate representing ; each holder of the Class 1 Reorganization A Shares issued pursuant to 4.1.2 will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will thereof shall be deemed for to have executed and delivered all purposes thereafter consents, releases, assignments and waivers, statutory or otherwise, required to be certificates and/or DRSs representing New Common Shares to exchange such shares as described above; (e) the Class A Shares, which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated were exchanged for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares. 4.1.4 The Common Shares exchanged for New Common Shares and the Class 1 Reorganization Shares pursuant to section 4.1.2 B Shares, shall be cancelled and the appropriate entry shall be made in the Company’s central securities registry; (f) each Optionholder shall be granted a Newco option for every Option held thereby in anticipation of the Newco Option Commitment contemplated in paragraph (i) below. Each holder of a Newco Option will be cancelled. 4.1.5 Each Shareholder will transfer all entitled to receive, upon exercise of its Class 1 Reorganization Shares to the Newco for consideration consisting solely Option, that number of Newco Common Shares issued by that is equal to the number of Common Shares that were issuable upon exercise of the related Option immediately prior to the Effective Time, at the Adjusted Exercise Price. Furthermore, each outstanding Option shall be adjusted such that the holder will be entitled to receive, upon exercise of the Option, that number of New Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the Option immediately prior to the Effective Time, at the Adjusted Exercise Price; (g) each Warrantholder shall be granted a Newco in accordance with Warrant for every Warrant held thereby. Each holder of a Newco Warrant will be entitled to receive, upon exercise of the Newco Reorganization Ratio Warrant, that number of Newco Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the related Warrant immediately prior to the Effective Time, at the Adjusted Exercise Price. Furthermore, each Warrantholder shall be granted a New Warrant in exchange for each Warrant held thereby, each New Warrant entitling the holder to receive, upon exercise of the New Warrant, that number of New Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the related Warrant immediately prior to the Effective Time, at the Adjusted Exercise Price. Save and except as otherwise agreed to by the Company and the Warrantholders, the term to expiry, conditions to and manner of exercising, the status under applicable laws, and all other terms and conditions of the New Warrants and the Newco Warrants will otherwise be unchanged from those contained in or otherwise applicable to the related Warrant; (h) each holder of Class B Shares will be deemed to transfer, with good and marketable title free and clear of all encumbrances, all such shares to Newco and shall cease to have any rights with respect to such Class B Shares. As consideration for the Class 1 Reorganization B Shares so transferredtransferred to it, Newco will issue to each such holder, one Newco Common Share for each Class B Share exchanged by it. Each holder of the Class B Shares thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such shares as described above. Newco will not file a joint election under subsection 85(1) of the Tax Act with any holder of Class B Shares in respect of this share transfer. The stated capital account maintained in respect of the Newco Common Shares shall be increased by an amount equal to the paid-up capital of the transferred Class B Shares. In connection with such sale and transfer: (a) The issue price for , each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration. (b) Each holder of Class 1 Reorganization B Shares so sold and transferred will shall be deemed to cease to be the holder of the Class 1 Reorganization B Shares so sold and transferred and will shall become the holder of the number of Newco Common Shares issued to such holder. The name of such holder will shall be removed from the central securities register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization B Shares in respect of the Class B Shares so sold and transferred and will shall be added to the central securities register of holders of Newco Common Shares as the holder of the number of the Newco Common Shares so issued to such holder, and Newco will shall be and will shall be deemed to be the transferee of the Class 1 Reorganization B Shares so transferred and the name of Newco will shall be entered in the central securities register of holders of the Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization B Shares so sold and transferred to Newco.; 4.1.6 All (i) the Company will be deemed to have sold and transferred the Transferred Assets to Newco in consideration for the Newco Option Commitment and the issuance by Newco of the Class 1 Reorganization Shares owned Newco Preferred Share having a fair market value equal to the fair market value of the Transferred Assets net of the fair market value of the Newco Option Commitment at the moment of transfer. The Company shall be added to the central securities register of Newco in respect of the Newco Preferred Share so issued. The Company shall take all such actions and deliver all such documents as may be required to convey title to the Transferred Assets to Newco. The Company will jointly elect with Newco, in prescribed form and within the time referred to in subsection 85(6) of the Tax Act to have the provisions of subsection 85(1) of the Tax Act apply to the transfer of the Transferred Assets by the Company to Newco. The agreed amount in respect of such transfer will be an amount that will not exceed the fair market value of the Transferred Assets so transferred by the Company and not less than the Company’s cost of the Transferred Assets under the Tax Act. The addition to the stated capital in respect of the Newco Preferred Share issued by Newco as consideration of the transfer of the Transferred Assets will be redeemed the aggregate of the agreed amount under subsection 85(1) in respect of such transfer, less the fair market value of the Newco Option Commitment; (j) the Company will purchase for their aggregate redemption value and such redemption value will be satisfied cancellation the Class B Shares held by Newco in full consideration for the issuance by the transfer by PT Company to Newco of the Asset Purchase Agreement Company Note having a principal amount and fair market value equal to the aggregate fair market value of the Class B Shares purchased for cancellation. The repurchased Class B Shares shall be cancelled and the appropriate entry made on the central securities register for the Class B Shares; (k) Newco will redeem the Newco Preferred Share held by the Company in consideration for the issuance by Newco to the Company of the Newco Note having a principal amount and fair market value equal to the aggregate fair market value of the Newco Preferred Share so redeemed. The redeemed Newco Preferred Share shall be cancelled and the appropriate entry made on the central securities register for the Newco Preferred Share; (1) the Company will pay the principal amount of the Company Note by transferring to Newco the Newco Note which will be accepted by Newco as full payment, satisfaction and discharge of Company’s obligation under the Company Note and simultaneously, Newco will pay the principal amount of the Newco Note by transferring to the Company the Company Note which will be accepted by the Company as full payment, satisfaction and discharge of Newco’s obligation under the Newco Note. The Company Note and the Newco Working Capital Note will both thereupon be cancelled; (m) Newco shall, pursuant to the post-amble in the definition of “public corporation” in subsection 89(1) of the Tax Act, elect in its return of income for its first taxation year to have been a public corporation from the beginning of such year; (n) the Company’s notice of articles and articles shall be amended to: (i) cancel the class of shares designated as “Class 1 Reorganization Shares A Shares”, none of which will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, issued and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption. 4.1.7 The Arrangement shall become effective outstanding at such time in accordance with the terms Plan of Arrangement; (ii) cancel the class of shares designated as “Class B Shares”, none of which will be issued and outstanding at such time in accordance with the Plan of Arrangement; and (iii) delete the rights, privileges, restrictions and conditions attached to the New Common Shares as set in Appendix 1 attached to the Plan of Arrangement, whether issued or unissued. (o) those persons listed in Appendix 2 to the Plan of Arrangement on will be added as directors of Newco; and (p) the Effective DateBy-laws of Newco will be the By-laws set out in Appendix 3 to this Plan of Arrangement, and such By-laws are hereby deemed to have been confirmed by the shareholders of Newco.

The Arrangement. On the Effective Date, the following will occur and be deemed to occur in the following order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT Cannabix or of NewcoTorino, but subject to the provisions of section 5 of this Plan of ArrangementArticle 5: 4.1.1 The articles and notice of articles of PT Cannabix will be amended, as applicable, amended to authorize PT Cannabix to issue an unlimited number of Common Shares (to be re‐designated as “Pre‐arrangement common shares” in the amended articles), an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, ” in the amended articles and/or notice of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, ” in the amended articles and/or notice articles) and an unlimited number of preferred shares (to be designated as “Preferred Shares” in the amended articles, as applicable) , with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto. 4.1.2 Each issued and outstanding Common Share, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share. In connection with such exchange: (a) The issue price for each Class 1 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection. (b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00162,230. (c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof. (d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above. (e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange. (f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and will be added to the registers of the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization Shares, respectively, so issued to such Shareholder. 4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2 4.1.2 (a) will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 4.1.2(c) will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares. 4.1.4 The Common Shares exchanged for New Common Shares and Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled. 4.1.5 Each Shareholder will sell and transfer all of its Class 1 Reorganization Shares to Newco Torino for consideration consisting solely of Newco Torino Common Shares issued by Newco Torino in accordance with the Newco Torino Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer: (a) The issue price for each Newco Torino Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration. (b) Each holder of Class 1 Reorganization Shares so transferred sold will cease to be the holder of the Class 1 Reorganization Shares so sold and transferred and will become the holder of Newco Torino Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so sold and transferred and will be added to the register of holders of Newco Torino Common Shares as the holder of the number of Newco Torino Common Shares so issued to such holder, and Newco Torino will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco Torino will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so sold and transferred to NewcoTorino. 4.1.6 All of the Class 1 Reorganization Shares owned by Newco Torino will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT Cannabix to Newco Torino of the Asset Purchase Agreement Property and the Newco Torino Working Capital and the Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption. 4.1.7 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.

The Arrangement. On Commencing at the Effective DateTime, the following will occur and will be deemed to occur sequentially in the following order without any further act or formality: (a) the Common Shares held by Dissenting Shareholders together with any and all Rights attached to such Common Shares shall be deemed to have been transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to the Company and the Dissenting Shareholders shall cease to have any rights as shareholders of the Company other than the right to be paid the fair value of their Common Shares in accordance with article 4 of this Plan of Arrangement; (b) the notice of articles and articles of the Company shall be amended to: (i) change the designation of the existing “common shares” (being the Common Shares) to “class A shares” (being the Class A Shares); (ii) create a new class of shares designated as “common shares” (being the New Common Shares), with an authorized capital of 500,000,000 New Common Shares; and (iii) consequential on the creation of the New Common Shares, attach the special rights set out in Appendix 2 to the Class A Shares; (c) the Company’s central securities register for the “common shares” (being the Common Shares) shall be deemed to be the central securities register for the renamed and redesignated “class A shares” (being the Class A Shares) (“Step (c)”); (d) Corvus will issue and be deemed to issue Corvus Common Shares to the Company pursuant to the Corvus Subscription Agreement for the issue price of CAD 14.8 million (the “Cash”) and the number of Corvus Common Shares to be issued in consideration of the Cash shall be such that the total number of issued and outstanding Corvus Shares is equal to the number of issued and outstanding Common Shares immediately prior to the Effective Time multiplied by one-half (“Step (d)”); (e) Corvus will pay and be deemed to pay to Raven Gold CAD 8.5 million as the issue price for one additional treasury share of Raven Gold pursuant to the Raven Subscription Agreement (“Step (e)”); (f) the “Closing” under the Alaska Purchase Agreement for the sale by Talon Alaska of the Spin-Off Alaska Assets to Raven Gold will occur and be deemed to occur in (“Step (f)”); (g) the following order without further act or formality notwithstanding anything contained in the provisions attaching to any capital of the securities of PT or of Newco, but subject to the provisions of section 5 of this Plan of Arrangement: 4.1.1 The articles and notice of articles of PT will be amended, as applicable, to authorize PT to issue an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, Company in the amended articles and/or notice of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) , with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto. 4.1.2 Each issued and outstanding Common Share, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share. In connection with such exchange: (a) The issue price for each Class 1 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection. (b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00. (c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof. (d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account respect of the Class 1 Reorganization Shares, as determined above. (e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange. (f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and will be added to the registers of the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization Shares, respectively, so issued to such Shareholder. 4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2 will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common A Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date reduced and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares. 4.1.4 The Common Shares exchanged for New Common Shares and Class 1 Reorganization Shares reduced pursuant to section 4.1.2 will be cancelled. 4.1.5 Each Shareholder will transfer all 74 of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued the Act by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer: (a) The issue price for each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Corvus Common Shares and the Company will transfer and be deemed to have transferred all Corvus Common Shares held by it to the Shareholders (other than dissenting Shareholders) on the basis of one-half of one Corvus Common Share for which it was issued as consideration.each Common Share held by each Shareholder at the Effective Time, and the transfer of the Corvus Common Shares to the Shareholders (other than dissenting Shareholders) will be deemed to be full payment of such reduction of capital, and for greater certainty, subject to section 4.5, the Company shall be deemed not to be the holder of any Corvus Common Shares and any Corvus Common Shares held by the Company shall be cancelled and the appropriate entry shall be made in Corvus’s central securities registry (“Step (g)”); (bh) Each each recipient of Corvus Common Shares transferred shall be deemed to be the holder of Class 1 Reorganization the number of Corvus Common Shares issued to such holder; the name of such holder shall be added to the central securities register of Corvus as the holder of the number of the Corvus Common Shares so transferred issued to such holder; (i) each Class A Share issued and outstanding at the Effective Time (other than shares held by Dissenting Shareholders) will be deemed to be exchanged (without any action on the part of the holder of the Class A Shares) for one New Common Share, and no other consideration will be received or receivable therefor by any holder of the Class A Shares; (j) each Shareholder shall be deemed to cease to be the holder of the Class 1 Reorganization A Shares together with any and all Rights attached to such Class A Shares so transferred and will become the holder of Newco Common Shares issued exchanged, shall cease to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares have any rights with respect to the such Class 1 Reorganization A Shares so transferred and will shall be added deemed to the register of holders of Newco Common Shares as be the holder of the number of Newco New Common Shares issued to such Shareholder; the name of such Shareholder shall be removed from the central securities register for Class A Shares in respect of the Class A Shares so exchanged and shall be added to the central securities register of the New Common Shares so issued to such holderShareholder, and Newco will be and will each holder of the Class A Shares shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such shares as described above; (k) the Class A Shares and any and all Rights attached to such Class A Shares shall be the transferee of Class 1 Reorganization Shares so transferred deemed to have been cancelled and the name of Newco will appropriate entry shall be entered made in the register of holders of Class 1 Reorganization Shares as Company’s central securities registry; (l) for greater certainty, the holder aggregate capital of the number New Common Shares for the purposes of Class 1 Reorganization Shares so transferred to Newco. 4.1.6 All the Act will equal the capital of the Class 1 Reorganization A Shares owned by Newco will be redeemed immediately before the exchange, after deducting the reduction in capital pursuant to Step (g) above; (m) for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Sharesgreater certainty, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption. 4.1.7 The Arrangement shall become effective in accordance with the terms of the Options and the consents signed by each Optionholder, each Option will entitle the Optionholder thereof to receive (and such holder shall be deemed to accept), upon the exercise thereof, in lieu of the number of Common Shares otherwise issuable upon the exercise thereof, the same number of New Common Shares; (n) in accordance with the terms of the Warrants, each Warrant will entitle the holder thereof to receive (and such holder shall be deemed to accept), upon the exercise thereof, in lieu of the number of Common Shares otherwise issuable upon the exercise thereof, the number of New Common Shares and Corvus Common Shares which such holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon such exercise (“Step (n)”); (o) the Company will transfer and be deemed to transfer all of the shares of Talon Nevada to Corvus and in consideration Corvus will pay and be deemed to pay to the Company CAD 3 million pursuant to the Talon Nevada Purchase Agreement and the balance of the Cash, being the CAD 3.3 million Working Capital Amount, will remain the property of Corvus (“Step (o)”); and (p) the Company’s notice of articles and articles shall be amended to cancel the class of shares designated as “Class A Shares”, none of which will be issued and outstanding at such time in accordance with the Plan of Arrangement on the Effective Date(“Step (p)”).

The Arrangement. On the Effective Date, the following will occur and be deemed to occur in the following order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT Alchemist, Spinco1, Spinco2 or of NewcoSpinco3, but subject to the provisions of section 5 of this Plan of Arrangement: 4.1.1 Article 5: The articles and notice of articles of PT Alchemist will be amended, as applicable, amended to authorize PT Alchemist to issue an unlimited number of Common Shares (to be re-­‐designated as “Pre-­‐arrangement common shares” in the amended articles), an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, ” in the amended articles and/or notice of articles), as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, ” in the amended articles and/or notice articles), an unlimited number of Class 2 Reorganization Shares (to be designated as “Class 2 Reorganization Shares” in the amended articles), an unlimited number of Class 3 Reorganization Shares (to be designated as applicable“Class 3 Reorganization Shares” in the amended articles) and an unlimited number of preferred shares (to be designated as “Preferred Shares” in the amended articles, with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto. 4.1.2 4.1.1 Each issued and outstanding Common Share, except those referred to in section 5.1, will be exchanged for one New Common Share, one Class 1 Reorganization Share, one Class 2 Reorganization Share and one Class 1 3 Reorganization Share. In connection with such exchange: (a) The issue price for each Class 1 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection. (b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.0044,000. (c) The issue price for each Class 2 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 2 Reorganization Share immediately following the exchange provided for in this subsection. (d) The Company will add to the stated capital account maintained by it for the Class 2 Reorganization Shares the lesser of the issue price and $44,000. (e) The issue price for each Class 3 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 3 Reorganization Share immediately following the exchange provided for in this subsection. (f) The Company will add to the stated capital account maintained by it for the Class 3 Reorganization Shares the lesser of the issue price and $44,000. (g) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(asections 4.1.1(a), 4.1.1(c) and 4.1.1(e) hereof. (dh) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, Class 2 Reorganization Shares and Class 3 Reorganization Shares, as determined above. (ei) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares, Class 1 Reorganization Shares, Class 2 Reorganization Shares and Class 1 3 Reorganization Shares shall, notwithstanding paragraph 4.1.2(bparagraphs 4.1.1(b), 4.1.1(d) and 4.1.1(f) above, not exceed the PUC of the Common Shares at the time of the exchange. (fj) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares, Class 1 Reorganization Shares, Class 2 Reorganization Shares and Class 1 3 Reorganization Shares issued to such Shareholder. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and will be added to the registers of the holders of New Common Shares, Class 1 Reorganization Shares, Class 2 Reorganization Shares and Class 1 3 Reorganization Shares as the holder of the number of New Common Shares, Class 1 Reorganization Shares, Class 2 Reorganization Shares and Class 1 3 Reorganization Shares, respectively, so issued to such Shareholder. 4.1.3 4.1.2 No share certificate representing the Class 1 Reorganization Shares, Class 2 Reorganization Shares and Class 3 Reorganization Shares issued pursuant to 4.1.2 will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”4.1.1(a), 4.1.1(c) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares. 4.1.4 The Common Shares exchanged for New Common Shares and Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled. 4.1.5 Each Shareholder will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer: (a) The issue price for each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration. (b) Each holder of Class 1 Reorganization Shares so transferred will cease to be the holder of the Class 1 Reorganization Shares so transferred and will become the holder of Newco Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so transferred and will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so transferred to Newco. 4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption. 4.1.7 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.4.1.1

The Arrangement. On At the Effective DateTime, the following events and transactions set out in Subsections (a) to (e), inclusive, will occur and be deemed to occur occur, unless otherwise provided, in the following order set out below, without any further act or formality notwithstanding anything contained in formality, and with each event or transaction occurring and being deemed to occur immediately after the provisions attaching to any occurrence of the securities immediately preceding event or transaction, and the exchanges, cancellations and steps provided for in this Section 2.2 shall be deemed to occur on the Effective Date notwithstanding that certain of PT or of Newco, but subject to the provisions of section 5 of this Plan of Arrangement: 4.1.1 The articles and notice of articles of PT will be amended, as applicable, to authorize PT to issue an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, in procedures related thereto are not completed until after the amended articles and/or notice of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) , with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto. 4.1.2 Each issued and outstanding Common Share, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share. In connection with such exchangeEffective Time: (a) The issue price for each Class 1 Reorganization Share will be an amount equal Pursuant to the fair market valueAsset Purchase Agreement, as determined Nextech will transfer all of the Spinout Assets and Spinout Liabilities to Spinco in consideration for the issuance by Spinco of such number of fully-paid and non-assessable SpinCo Shares to Nextech such that immediately after the Directors, foregoing issuance Nextech shall hold an aggregate of one Class 1 Reorganization Share 16,000,000 Spinco Shares (together with the 100 Spinco Shares held immediately following prior to the exchange provided for in this subsection.foregoing issuance); (b) The Company Nextech shall undertake a reorganization of capital within the meaning of Section 86 of the ITA as follows, with the following steps occurring in the following order: (i) Nextech's authorized share capital and its Articles will add be altered by: (A) renaming and redesignating all of the issued and unissued Nextech Common Shares as Nextech Class A Common Shares; (B) providing the rights, privileges, restrictions and conditions attached to the Nextech Class A Common Shares are as follows: (1) to vote at all meetings of shareholders of Nextech except meetings at which only holders of a specified class of shares are entitled to vote and to be entitled to two votes for each Nextech Class A Common Share held; (2) to receive, subject to the rights of the holders of another class of shares, any dividend declared by Nextech; and (3) to receive, pari passu with the Nextech New Shares (as defined below), and subject to the rights of the holders of another class of shares, the remaining property of Nextech on the liquidation, dissolution or winding up of Nextech, whether voluntary or involuntary; (C) creating a new class consisting of an unlimited number of common shares without par value (the "Nextech New Shares"); (D) providing that the rights, privileges, restrictions and conditions attached to the Nextech New Shares are as follows: (1) to vote at all meetings of shareholders of Nextech except meetings at which only holders of a specified class of shares are entitled to vote and to be entitled to one vote for each Nextech New Share held; (2) to receive, subject to the rights of the holders of another class of shares, any dividend declared by Nextech; and (3) to receive, pari passu with the Nextech Class A Common Shares, and subject to the rights of the holders of another class of shares, the remaining property of Nextech on the liquidation, dissolution or winding up of Nextech, whether voluntary or involuntary; (ii) each Nextech Shareholder will exchange each Nextech Class A Common Share held immediately following step 2.2(b)(i) above for (A) one Nextech New Share, and (B) such Nextech Shareholder’s pro rata share of an aggregate of 4,000,000 Spinco Shares to be distributed amongst all Nextech Shareholders, and such Nextech Shareholders shall cease to be the holders of the Nextech Class A Common Shares so exchanged; (iii) the aggregate amount added to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00. (cNextech New Shares issued pursuant to Section 2.2(b)(ii) The issue price for each New Common Share will above shall be an amount equal to the difference between amount if any, by which (iA) the aggregate paid-up capital (as that term is defined for the purposes of the ITA) of the Nextech Class A Common Shares immediately prior to step 2.2(b)(ii), exceeds (B) the fair market value for of the Common Share for which it was, in part, exchanged immediately prior thereto and Spinco Shares distributed to the Nextech Shareholders; and (iiiv) the amount determined in section 4.1.2(a) hereof. (d) The Company will add authorized share capital of Nextech shall be amended to delete the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Nextech Class A Common Shares, immediately before none of which will be issued and outstanding, and to delete the exchangerights, exceeds the stated capital account of the Class 1 Reorganization Sharesprivileges, as determined above. (e) The amounts to be added restrictions and conditions attached to the stated capital accounts maintained by the Company for the New Nextech Class A Common Shares Shares. No fractional shares will be issued and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, Nextech Shareholders will not exceed the PUC of the Common Shares at the time of the exchange. (f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholderreceive any compensation in lieu thereof. The name of such each Nextech Shareholder will who is so deemed to exchange his, her or its Nextech Class A Common Shares, shall be removed from the securities register of holders of Nextech Class A Common Shares with respect to the Nextech Class A Common Shares so exchanged and will shall be added to the securities registers of the holders of Nextech New Common Shares and Class 1 Reorganization Spinco Shares as the holder of the number of Nextech New Common Shares and Class 1 Reorganization Shares, respectively, so issued Spinco Shares deemed to such Shareholder.have been received on the exchange; 4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2 will (c) each FinanceCo Share held by a Dissenting FinanceCo Shareholder shall be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing transferred by the New Common Shares. 4.1.4 The Common Shares exchanged holder thereof, without any further act or formality on its part, free and clear of all liens, to Spinco for New Common Shares cancellation and Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled. 4.1.5 Each thereupon each Dissenting FinanceCo Shareholder will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco shall have the rights set out in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer:Section 3.1; and (ai) The issue price for each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration. (b) Each holder of Class 1 Reorganization Shares so transferred will such Dissenting FinanceCo Shareholders shall cease to be the holder of the Class 1 Reorganization Shares so transferred and will become the holder of Newco Common Shares issued to such holder. The name registered holders of such holder will FinanceCo Shares and the names of such registered holders shall be removed from the register of FinanceCo Shareholders; and (ii) such Dissenting FinanceCo Shareholders shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such FinanceCo Shares in accordance with this Section 2.2(c); (d) the Amalgamation will be completed and FinanceCo and Subco will continue as Amalco on the following terms: (i) the name of Amalco shall be such numbered name as may be assigned by the applicable regulatory authorities; (ii) the property, rights and interests of each FinanceCo and Subco shall continue to be the property, rights and interests of Amalco; (iii) Amalco shall continue to be liable for the obligations of each of FinanceCo and Subco; (iv) the Articles of Subco shall be the Articles of Amalco; (v) each FinanceCo Share held by a FinanceCo Shareholder other than a Dissenting FinanceCo Shareholder, and each FinanceCo Warrant, will be exchanged for one Spinco Share and one Spinco Warrant, respectively, provided that no fractional securities will be issued and FinanceCo Shareholders and holders of Class 1 Reorganization Shares FinanceCo Warrants will not receive any compensation in lieu thereof; (vi) with respect to the Class 1 Reorganization Shares so each FinanceCo Share and FinanceCo Warrant transferred and will be added to assigned in accordance with section 2.2(d)(v) hereof: (A) the register of holders of Newco Common Shares as the registered holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will be deemed thereof shall cease to be the transferee registered holder of Class 1 Reorganization Shares so transferred such FinanceCo Share and/or FinanceCo Warrant, as applicable, and the name of Newco will such registered holder shall be entered in removed from the register of FinanceCo Shareholders and/or holders of Class 1 Reorganization Shares FinanceCo Warrants, as applicable; and (B) the registered holder of thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such FinanceCo Share and FinanceCo Warrant, as applicable, in accordance with section 2.2(d)(v) hereto; (vii) the number of Class 1 Reorganization Shares so transferred to Newco. 4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the Class 1 Reorganization Subco Shares will be cancelled. NewCo hereby waives exchanged for ▇▇▇▇▇▇ ▇▇▇▇▇▇ on the basis of one Amalco Share for each one Subco Share; (viii) in consideration for Spinco’s issuance of Spinco Shares referenced in section 2.2(d)(v), Amalco shall issue to Spinco one Amalco Share for each Spinco Share issued by Spinco under section 2.2(d)(v); (ix) any notice requirements existing cause of action, claim or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent liability to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality prosecution with respect to the redemption.either or both of Subco and FinanceCo shall be unaffected; 4.1.7 The Arrangement (x) any civil, criminal or administrative action or proceeding pending by or against any of Subco or FinanceCo may be continued to be prosecuted by or against Amalco; (xi) any conviction against, or ruling, order or judgment in favour of or against, any of Subco or FinanceCo may be enforced by or against Amalco; (xii) FinanceCo Shares which are held by a Dissenting FinanceCo Shareholder shall become effective in accordance with the terms not be exchanged as prescribed by Section 2.2(d)(v). However, if a Dissenting FinanceCo Shareholder fails to perfect or effectively withdraws its claim under section 238 of the Plan Business Corporations Act or forfeits its right to make a claim under section 238 of Arrangement on the Business Corporations Act or if its rights as a FinanceCo Shareholder are otherwise reinstated, such FinanceCo Shareholder’s FinanceCo Shares shall thereupon be deemed to have been exchanged as of the Effective DateTime as prescribed by Section 2.2(d)(v); and (xiii) the board of directors of Amalco shall be comprised of a minimum of one and a maximum of 10 directors, and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be appointed as the first director of Amalco.

The Arrangement. 4.1 On the Effective Date, the following will occur and be deemed to occur in the following order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT 37 Cap, Spinco1 or of NewcoSpinco2, but subject to the provisions of section 5 of this Plan of Arrangement: 4.1.1 Article 5: The articles and notice of articles of PT 37 Cap will be amended, as applicable, amended to authorize PT 37 Cap to issue an unlimited number of Common Shares (to be re-designated as “Pre-arrangement common shares” in the amended articles), an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, ” in the amended articles and/or notice of articles), as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, ” in the amended articles and/or notice articles), an unlimited number of Class 2 Reorganization Shares (to be designated as “Class 2 Reorganization Shares” in the amended articles), and an unlimited number of preferred shares (to be designated as applicable) “Preferred Shares” in the amended articles, with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto. 4.1.2 4.2 Each issued and outstanding Common Share, except those referred to in section 5.15, will be exchanged for one New Common Share, one Class 1 Reorganization Share and one Class 1 2 Reorganization Share. In connection with such exchange: (a) The issue price for each Class 1 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection. (b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00the amount of the Spinco1 Working Capital. (c) The issue price for each Class 2 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 2 Reorganization Share immediately following the exchange provided for in this subsection. (d) The Company will add to the stated capital account maintained by it for the Class 2 Reorganization Shares the lesser of the issue price and the amount of the Spinco2 Working Capital. (e) The issue price for each New Common Share will be an amount equal to the difference between between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and thereto; and (ii) the amount determined in section 4.1.2(asections 4.2(a) and 4.2(c) hereof. (df) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares and Class 2 Reorganization Shares, as determined above. (eg) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares, Class 1 Reorganization Shares and Class 1 2 Reorganization Shares shall, notwithstanding paragraph 4.1.2(bparagraphs 4.2(b) and 4.2(d) above, not exceed the PUC of the Common Shares at the time of the exchange. (fh) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares, Class 1 Reorganization Shares and Class 1 2 Reorganization Shares issued to such Shareholder. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and will be added to the registers of the holders of New Common Shares, Class 1 Reorganization Shares and Class 1 2 Reorganization Shares as the holder of the number of New Common Shares, Class 1 Reorganization Shares and Class 1 2 Reorganization Shares, respectively, so issued to such Shareholder. 4.1.3 4.3 No share certificate representing the Class 1 Reorganization Shares and Class 2 Reorganization Shares issued pursuant to 4.1.2 4.2(a) and 4.2(c) will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 4.2(e) will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares. 4.1.4 4.4 The Common Shares exchanged for New Common Shares, Class 1 Reorganization Shares and Class 1 2 Reorganization Shares pursuant to section 4.1.2 4.2 will be cancelled. 4.1.5 4.5 Each Shareholder will sell and transfer all of its Class 1 Reorganization Shares to Newco Spinco1 for consideration consisting solely of Newco Spinco1 Common Shares issued by Newco in accordance with the Newco Reorganization Ratio Spinco1 on a one-for-one basis for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer: (a) The issue price for each Newco Spinco1 Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration. (b) Each holder of Class 1 Reorganization Shares so transferred sold will cease to be the holder of the Class 1 Reorganization Shares so sold and transferred and will become the holder of Newco Spinco1 Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so sold and transferred and will be added to the register of holders of Newco Spinco1 Common Shares as the holder of the number of Newco Spinco1 Common Shares so issued to such holder, and Newco Spinco1 will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco Spinco1 will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so sold and transferred to NewcoSpinco1. 4.1.6 4.6 Each Shareholder will sell and transfer all of its Class 2 Reorganization Shares to Spinco2 for consideration consisting solely of Spinco2 Common Shares issued by Spinco2 on a one-for-one basis for the Class 2 Reorganization Shares so transferred. In connection with such sale and transfer: (a) The issue price for each Spinco2 Common Share will be an amount equal to the fair market value of the Class 2 Reorganization Share for which it was issued as consideration. (b) Each holder of Class 2 Reorganization Shares so sold will cease to be the holder of the Reorganization Shares so sold and transferred and will become the holder of Spinco2 Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 2 Reorganization Shares with respect to the Class 2 Reorganization Shares so sold and transferred and will be added to the register of holders of Spinco2 Common Shares as the holder of the number of Spinco2 Common Shares so issued to such holder, and Spinco2 will be and will be deemed to be the transferee of Class 2 Reorganization Shares so transferred and the name of Spinco2 will be entered in the register of holders of Class 2 Reorganization Shares as the holder of the number of Class 2 Reorganization Shares so sold and transferred to Spinco2. 4.7 All of the Class 1 Reorganization Shares owned by Newco Spinco1 will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT 37 Cap to Newco Spinco1 of the Asset Purchase Agreement and the Newco Spinco1 Working Capital and the Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption . 4.8 All of the Class 1 2 Reorganization Shares, Shares owned by Spinco2 will be redeemed for their aggregate redemption value and its entry into this Agreement shall such redemption value will be evidence of its consent satisfied in full by the transfer by 37 Cap to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption. 4.1.7 The Arrangement shall become effective in accordance with the terms Spinco2 of the Plan of Arrangement on Spinco2 Working Capital and the Effective DateClass 2 Reorganization Shares will be cancelled.