TRANSACTION AGREEMENT

AND WHEREAS as part of the Transaction, the Parties have agreed, subject to the satisfaction of certain conditions precedent, that LVI, Xxxxx (as hereinafter defined) and LVI Subco (as hereinafter defined) will carry out a three-cornered Amalgamation (as hereinafter defined) pursuant to Section 269 of the Business Corporations Act (British Columbia) (the "BCBCA") pursuant to which, among other things:

(i) each LVI Subco Share (as hereinafter defined) will be exchanged for one Amalco Share (as hereinafter defined); and

(ii) each Xxxxx Share (as hereinafter defined) held by Xxxxx Shareholders (as hereinafter defined) will be exchanged for one Subordinated Voting Share (as hereinafter defined).

AND WHEREAS as part of the Transaction, the Parties have agreed, subject to the satisfaction of certain conditions precedent, concurrently with the Amalgamation to carry out a merger (the “Merger”) pursuant to which USCo will merge with and into PTI, with PTI to survive the Merger and to become a wholly-owned subsidiary of LVI, on the terms and subject to the conditions set forth in this Agreement, pursuant to which certain shareholders of PTI will exchange their PTI shares for Multiple Voting Shares (as hereinafter defined) pursuant to an exchange ratio to be determined.

AND WHEREAS prior to the Effective Time (as hereinafter defined), LVI will (i) complete the Name Change (as hereinafter defined), (ii) complete the Reclassification (as hereinafter defined) whereby LVI will reclassify post-Consolidation LVI Shares into Subordinated Voting Shares, (iii) create the Multiple Voting Shares (as hereinafter defined), and (iv) complete the Consolidation (as hereinafter defined);

AND WHEREAS the Parties intend to wind up Amalco after the Effective Time;

AND WHEREAS the Parties wish to make certain representations, warranties, covenants and agreements in connection with the Transaction (as hereinafter defined);

NOW THEREFORE, in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1 GENERAL

1.1 Defined Terms

Capitalized terms used herein and not otherwise defined has the meanings ascribed to such terms in Schedule A.

1.2 Consolidation, Name Change, Reclassification and Creation of Shares

Prior to the Effective Time, LVI shall take all necessary steps in accordance with the requirements of the BCBCA, its constating documents, Canadian Securities Laws and CSE rules and policies to give effect to and implement the Consolidation, the Name Change, the Reclassification and the creation of the Multiple Voting Shares upon and subject to the terms of this Agreement.

1.3 Financing of Xxxxx

Certain investors will invest cash for subscription receipts (the "Subscription Receipts") of Xxxxx, with each Subscription Receipt representing the right of the holder thereof to receive, in certain circumstances set forth in the terms attached to the Subscription Receipts, one common share of Xxxxx, without any further act or formality, and for no additional consideration.

1.4 Exchange of Subscription Receipts

The Subscription Receipts will automatically be exchanged for common shares of Xxxxx pursuant to the terms and conditions of the Subscription Receipts and the Subscription Receipt Agreement.

1.5 The US Merger

Subject to the terms and conditions of this Agreement, at the Effective Time, USCo will be merged with and into PTI in accordance with the relevant provisions of the Delaware General Corporation Law. The separate corporate existence of USCo will cease, and PTI will continue as the surviving corporation, governed by the laws of the State of Delaware as a wholly-owned subsidiary of LVI.

1.6 Amalgamation

(a) LVI and Xxxxx will effect the combination of their respective businesses and assets by way of a "three-cornered amalgamation" among LVI, LVI Subco and Xxxxx in accordance with the provisions of the BCBCA.

(b) LVI will call the LVI Meeting and prepare and mail the LVI Circular to the LVI Shareholders in accordance with the terms of this Agreement.

(c) (i) Xxxxx will obtain the written consent resolution of the Xxxxx Shareholders approving the Amalgamation; and (ii) LVI will execute a written consent resolution approving the LVI Subco Amalgamation Resolution.

(d) Upon the completion of the Consolidation, the Name Change, the reclassification (the "Reclassification") of the LVI Shares into Subordinated Voting Shares and the creation of the Multiple Voting Shares, LVI Subco and Xxxxx shall jointly complete and file

the Amalgamation Application with the British Columbia Registrar of Companies under the BCBCA.

(e) Upon the issuance of a Certificate of Amalgamation giving effect to the Amalgamation, LVI Subco and Xxxxx shall be amalgamated and shall continue as one corporation effective on the date of the Certificate of Amalgamation (the "Effective Date") under the terms and conditions prescribed in the Amalgamation Agreement.

(f) At the Effective Time and as a result of the Amalgamation:

(i) each holder of Xxxxx Shares shall receive one fully paid and non-assessable Subordinated Voting Share for each Xxxxx Share held, following which all such Xxxxx Shares shall be cancelled;

(ii) LVI shall receive one fully paid and non-assessable Amalco Share for each one LVI Subco Share held by LVI, following which all such LVI Subco Shares shall be cancelled;

(iii) in consideration of the issuance of Subordinated Voting Shares pursuant to paragraph 1.6(f)(i), Amalco shall issue to LVI one Amalco Share for each Subordinated Voting Share issued;

(iv) LVI shall add to the capital maintained in respect of the Subordinated Voting Shares an amount equal to the aggregate paid-up capital for purposes of the ITA of the Xxxxx Shares immediately prior to the Effective Time;

(v) Amalco shall add to the capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the ITA of the LVI Subco Shares and Xxxxx Shares immediately prior to the Amalgamation;

(vi) no fractional Subordinated Voting Shares shall be issued to holders of Xxxxx Shares; in lieu of any fractional entitlement, the number of Subordinated Voting Shares issued to each former holder of Xxxxx Shares shall be rounded down to the next lesser whole number of Subordinated Voting Shares without any payment in respect of such fractional Subordinated Voting Share;

(vii) LVI shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to transactions contemplated by this Agreement to any holder of Xxxxx Shares such amounts as are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Xxxxx Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and

(viii) Amalco will become a wholly-owned subsidiary of LVI.

1.7 Wind Up of Amalco

Amalco will be wound up into LVI and the assets of Amalco (which will consist of the funds invested by the investors net of expenses) will be transferred to LVI.

The Parties intend and agree that the transactions set forth in Sections 1.2 through 1.7 shall be completed as specified and that no single transaction of Sections 1 .2 through 1.7 shall be completed without the intent of the Parties to complete the remaining transactions.

1.8 U.S. Tax Matters

Each Party agrees that (a) the transactions set forth in Section 1.3 (Financing of Xxxxx), Section

1.4 (Conversion of Subscription Receipts), Section 1 .6 (Amalgamation) and Section 1.7 (Wind Up of Amalco) are intended to constitute a single integrated transaction qualifying as a tax-deferred contribution pursuant to Section 351 of the Code, (b) the transactions set forth in Section 1.5 (The US Merger) are intended to qualify as a tax-deferred reorganization pursuant to Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, (c) such Party shall retain such records and file such information as is required to be retained and filed pursuant to Treasury Regulations section 1.351-3 in connection with each of the transactions set forth in subsection (a) and to retain such records and file such information as is required to be retained and filed pursuant to Treasury Regulations section 1.368-3 in connection with the transactions set forth in subsection (b), and (c) such Party shall otherwise use its best efforts to cause the transactions set forth in subsection (a) to constitute a single integrated transaction qualifying as a tax-deferred contribution pursuant to Section 351 of the Code and to cause the transactions set forth in subsection (b) to constitute a tax-deferred reorganization pursuant to Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. In connection with transactions described in subsections (a) and (b), the Parties agree to treat LVI as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Except as otherwise required by this Agreement, no Party shall take any action, fail to take any action, cause any action to be taken or cause any action to fail to be taken that could reasonably be expected to prevent (1) the transactions described in subsection (a) from qualifying as a tax-deferred contribution within the meaning of Section 351 of the Code, (2) the transactions in subsection (b) from qualifying as a tax-deferred reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code or (3) LVI from being treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Each Party hereto agrees to act in good faith, consistent with the terms of this Agreement and the intent of the Parties and the intended treatment of such transactions as set forth in this Section 1.8. Notwithstanding the foregoing, no Party makes any representation, warranty or covenant to any other party or to any PTI shareholder or other holder of PTI securities (including, without limitation, stock options, warrants, subscription receipts, debt instruments or other similar rights or instruments) regarding the tax treatment of the transactions contemplated by this Agreement, including, but not limited to, whether the transactions described in subsection (a) will constitute a single integrated transaction qualifying as a tax-deferred contribution within the meaning of Section 351 of the Code, whether the transactions described in subsection (b) will qualify as a tax- deferred reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code or whether LVI will be treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code as a result of the transactions set forth in subsections (a) and (b).

1.9 Board of Directors and Officers

Each of the Parties hereby agrees that concurrently with the completion of the Transaction, LVI shall undertake commercially reasonable efforts to cause all of the current directors and officers of LVI and LVI Subco shall resign without payment by or any liability to LVI, Xxxxx, LVI Subco or Amalco, and to cause each such director and officer to execute and deliver a release in favour of LVI, LVI Subco, Xxxxx and Amalco, in a form acceptable to LVI and Xxxxx, each acting reasonably, and the board of directors of LVI shall consist of such number of directors as designated by PTI prior to the Effective Time, and be comprised of persons designated by PTI prior to the Effective Time (collectively, the "New LVI Directors"), and the management of LVI shall be comprised of persons designated by PTI prior to the Effective Time (collectively, the "New LVI Management").

1.10 LVI Shareholders Consideration

The transactions set forth in Sections 1.2 through 1.7 will result in a reverse takeover of LVI by the security holders of PTI and the listing for trading of the Subordinated Voting Shares of the Resulting

Issuer on the CSE, pursuant to which the LVI Shareholders (as hereinafter defined) will receive, upon completion of the Transaction, Subordinated Voting Shares (as hereinafter defined) having aggregate value of $2,160,000 at a price per Subordinated Voting Share to be determined based on the Financing Offering Price.

1.11 Treatment of LVI Warrants

(a) LVI will use commercially reasonable efforts to obtain, on or prior to July 30, 2018, warrant release and termination agreements from all existing holders of LVI Warrants who legally or beneficially own, or exercise control or discretion over, directly or indirectly, in aggregate at least 100% of the outstanding LVI Warrants pursuant to which each such holder surrenders such holder’s LVI Warrants, renounces its rights under the LVI Warrants and waives any and all past, present and future rights and claims arising therefrom, and pursuant to which the LVI Warrants will be automatically cancelled and terminated immediately prior to the completion of the Transaction, without any further payment by LVI.

(b) Any LVI Warrant which has not been surrendered, cancelled and terminated pursuant to Section 1.11(a) and which remains outstanding at the Effective Time will be replaced with one Replacement Warrant, and each such LVI Warrant will be cancelled.

(c) No fractional Replacement Warrant shall be issued to any former of LVI Warrant; in lieu of any fractional entitlement, the number of Replacement Warrants issued to each former holder of LVI Warrants shall be rounded down to the next lesser whole number of Replacement Warrants without any payment in respect of such fractional Replacement Warrant.

(d) On the Effective Date, registered holders of LVI Warrants that have not been surrendered, cancelled and terminated pursuant to Section 1.11(a) shall be deemed to be the registered holders of the Replacement Warrants to which they are entitled hereunder, and upon surrender to LVI of the certificates representing the issued and outstanding LVI Warrants, such former holders of LVI Warrants shall be entitled, in exchange, to receive certificates representing the Replacement Warrants, as the case may be, as set forth in Section 1.11(b) hereof.

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PTI

PTI represents and warrants to and in favour of LVI and acknowledges that LVI is relying on such representations and warranties in connection with this Agreement and the transactions contemplated herein:

2.1 Organization and Good Standing

(a) PTI is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation and is qualified to transact business and is in good standing in the jurisdictions where it is required to qualify in order to conduct its business as presently conducted, except where the failure to be so qualified would not have a Material Adverse Effect on PTI.

(b) PTI has the corporate power and authority to own, lease or operate its properties and to carry on its business as now conducted.

2.2 Consents, Authorizations, and Binding Effect

(a) PTI may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:

(i) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional, and in full force and effect, and notices which have been given on a timely basis; or

(ii) the approval of the Xxxxx Amalgamation Resolution by the holders of the Xxxxx Shares;

(iii) the filing by Xxxxx of a Form 13 (Amalgamation Application) with the British Columbia Registrar of Companies under the BCBCA; and

(iv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent PTI from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on PTI.

(b) PTI has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(c) This Agreement has been duly executed and delivered by PTI and constitutes a legal, valid, and binding obligation of PTI, enforceable against it in accordance with its terms, except:

(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and

(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(d) The execution, delivery, and performance of this Agreement will not:

(i) constitute a violation of the constating documents of PTI;

(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any Material Contract, material permit or material license to which PTI is a party or as to which any of its property is subject which in any such case would have a Material Adverse Effect on PTI;

(iii) constitute a violation of any Law applicable or relating to PTI or its business except for such violations which would not have a Material Adverse Effect on PTI; or

(iv) result in the creation of any Encumbrance upon any of the assets of PTI other than such Encumbrances as would not have a Material Adverse Effect on PTI.

(e) Other than pursuant to this Agreement, neither PTI nor any Affiliate or Associate of PTI nor, to the knowledge of PTI, any director or officer of PTI beneficially owns or has the right to acquire a beneficial interest in any LVI Shares.

2.3 Litigation and Compliance

(a) There are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of PTI, threatened:

(i) against or affecting PTI or with respect to or affecting any asset or property owned, leased or used by PTI; or

(ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation;

except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on PTI; nor is PTI aware of any basis for any such action, suit, claim, proceeding or investigation.

(b) PTI has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non- compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on PTI.

(c) Neither PTI, nor any asset of PTI is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on PTI or which is reasonably likely to prevent PTI from performing its obligations under this Agreement.

(d) PTI has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on PTI.

2.4 Financial Statements

The financial statements (including, in each case, any notes thereto) of PTI for the years ended December 31, 2017 and 2016 and for the three month period ended March 31, 2018 were prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated assets, liabilities and financial condition of PTI as of the respective dates thereof and the consolidated earnings, results of operations and changes in financial position of PTI for the periods then ended.

2.5 Taxes

All Tax Returns required to be filed by or on behalf of PTI have been duly filed on a timely basis and such Tax Returns are true, complete and correct in all material respects. All Taxes shown to be payable on the Tax Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis.

2.6 Brokers

Other than in connection with the Financing, neither PTI nor to the knowledge of PTI any of its Associates, Affiliates or Advisors have retained any broker or finder in connection with the Amalgamation or the other transactions contemplated hereby, nor have any of the foregoing incurred any liability to any broker or finder by reason of any such transaction, other than GMP Securities L.P.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF LVI

LVI hereby represents and warrants to PTI as follows and acknowledges that PTI is relying on such representations and warranties in entering into this Agreement and completing the transactions contemplated herein:

3.1 Organization and Good Standing

(a) LVI is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation, and is qualified to transact business and in good standing in the jurisdictions where it is required to qualify in order to conduct its business as presently conducted, except where the failure to be so qualified would not have a Material Adverse Effect on LVI.

(b) LVI has the corporate power and authority to own, lease, or operate its properties and to carry on its business as now conducted.

3.2 Consents, Authorizations, and Binding Effect

(a) LVI may execute, deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:

(i) the approval of the matters set forth in the LVI Circular to be approved by the LVI Shareholders at the LVI Meeting;

(ii) the approval of the LVI Subco Amalgamation Resolution by LVI as sole shareholder of LVI Subco;

(iii) the approval of the CSE for the Transaction and other transactions contemplated hereby;

(iv) consents, approvals, authorizations and waivers, which have been obtained (or will be obtained prior to the Effective Date), and are unconditional and in full force and effect and notices which have been given on a timely basis;

(v) the filing of Articles of Amendment and a Form 13 (Amalgamation Application) with the British Columbia Registrar of Companies under the BCBCA;

(vi) the filing of the documents prescribed under the BCBCA to effect the appointment of the New LVI Directors and the New LVI Management; and

(vii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent LVI from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on LVI.

(b) LVI has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Amalgamation, subject to the approval of the matters set out in the LVI Circular by the CSE and the LVI Shareholders at the LVI Meeting and the LVI Subco Amalgamation Resolution by LVI by written consent resolution.

(d) This Agreement has been duly executed and delivered by LVI and constitutes a legal, valid, and binding obligation of LVI enforceable against it in accordance with its terms, except:

(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and

(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought.

(e) The execution, delivery, and performance of this Agreement will not:

(i) constitute a violation of the notice of articles or articles of LVI;

(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any Material Contract, material permit or material license to which LVI is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on LVI;

(iii) constitute a violation of any Law applicable or relating to LVI or its businesses except for such violations which would not have a Material Adverse Effect on LVI or its businesses; or

(iv) result in the creation of any Encumbrance upon any of the assets of LVI.

(f) None of LVI or any Affiliate or Associate of LVI, nor to the knowledge of LVI, any director or officer of LVI, will beneficially own or have the right to acquire a beneficial interest in any Xxxxx Shares.

3.3 Litigation and Compliance

(a) There are no actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of LVI, threatened:

(i) against or affecting any LVI or with respect to or affecting any asset or property owned, leased or used by LVI; or

(ii) which question or challenge the validity of this Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement or the Amalgamation;

nor is LVI aware of any basis for any such action, suit, claim, proceeding or investigation.

(b) LVI has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses or operations of LVI, except for non-compliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on LVI and except for the failure to hold an annual general meeting in 2017 in accordance with the BCBCA.

(c) LVI is not, and no asset of LVI is, subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on LVI or which is reasonably likely to prevent LVI from performing its obligations under this Agreement.

(d) LVI has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with the business and operations of LVI, except where the failure to do so has not had and will not have a Material Adverse Effect on LVI.

3.4 Public Filings; Financial Statements

(a) Except for certain Form 51-102F3 Material Change Reports that were not filed on SEDAR in connection with the dissemination and filing on SEDAR of certain news releases that were filed pursuant to applicable Canadian Securities Laws and except for a Form 51-102F6V Statement of Executive Compensation – Venture Issuers for the financial years ended December 31, 2016 and 2017 that were not filed on SEDAR on or prior to the filing deadlines thereof, LVI has filed all documents on SEDAR required to be filed pursuant to applicable Canadian Securities Laws (the "LVI Securities Documents"). As of their respective dates, the LVI Securities Documents complied in all material respects with the then applicable requirements of the Canadian Securities Laws (and all other applicable securities laws) and, at the respective times they were filed, none of the LVI Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. LVI has not filed any confidential disclosure reports which have not at the date hereof become public knowledge.

(b) The consolidated financial statements (including, in each case, any notes thereto) of LVI for the years ended December 31, 2017 and 2016 and for the three months ended March 31, 2018 included in the LVI Securities Documents were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated assets, liabilities and financial condition of LVI as of the respective dates thereof and the consolidated earnings, results of operations and changes in financial position of LVI and its consolidated subsidiaries for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to customary year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the LVI Securities Documents, LVI has not, since March 31, 2018, made any change in the accounting practices or policies applied in the preparation of its financial statements.

(c) LVI is now, and on the Effective Date will be, a "reporting issuer" (or its equivalent) under Canadian Securities Laws of each of the Provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan. LVI is not currently in default in any material respect of any requirement of Canadian Securities Laws and LVI is not included on a list of defaulting reporting issuers maintained by any of the securities commissions or similar regulatory authorities in each of such Provinces.

(d) There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since December 31, 2017 with the present or former auditors of LVI.

(e) LVI has not entered into any agreement with or agreed to any undertaking in favour of any securities regulatory authority or other Governmental Authority, including in respect of any prospectus offering, with which LVI has not complied.

(f) No order ceasing or suspending trading in securities of LVI or prohibiting the sale of securities by LVI has been issued that remains outstanding and, to the knowledge of LVI, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission, self-regulatory organization or the CSE.

(g) LVI maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) access to assets is permitted only in accordance with management's general or specific authorization; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(h) LVI complies with the public distribution requirements of the CSE.

(i) Other than services agreements entered into between LVI and executive officers of LVI (or Associates thereof), there are no Contracts with LVI, on the one hand, and: (i) any officer or director of LVI; (ii) any holder of 5% or more of the equity securities of LVI; or

(iii) an associate or affiliate of a person in (i) or (ii), on the other hand.

3.5 Taxes

LVI has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it prior to the date hereof, all such Tax Returns are complete and accurate in all material respects. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, other than those which are being contested in good faith and in respect of which adequate reserves have been provided in the most recently published financial statements of LVI. No deficiency with respect to any Taxes has been proposed, asserted or assessed in writing against any LVI. There are no actions, suits, proceedings, investigations or claims pending or threatened against LVI in respect of Taxes or any matters under discussion with any Government relating to Taxes, in each case which are likely to have a Material Adverse Effect on LVI, and no waivers or written requests for waivers of the time to assess any such Taxes are outstanding or pending. LVI has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of Canada, the amount of all Taxes required to be withheld therefrom and have paid the same to the proper tax or receiving officers within the time required under applicable Law. LVI has collected and remitted to the appropriate tax authorities within the time limits required all amounts collected by it in respect of Taxes. There are no Encumbrances for Taxes upon any asset of LVI except Encumbrances for Taxes not yet due.

3.6 Pension and Other Employee Plans and Agreement

Other than the LVI Stock Option Plan, LVI does not maintain or contribute to any Employee Plan. The LVI Stock Option Plan was adopted by LVI in accordance with the requirements of the CSE and complies in all material respects with the applicable policies of the CSE.

3.7 Labour Relations

(a) No employees of LVI are covered by any collective bargaining agreement.

(b) There are no representation questions, arbitration proceedings, labour strikes, slow- downs or stoppages, material grievances, or other labour troubles pending or, to the knowledge of LVI, threatened with respect to the employees of any of LVI; and (ii) to the best of LVI's knowledge, there are no present or pending applications for certification (or the equivalent procedure under any applicable Law) of any union as the bargaining agent for any employees of LVI.

3.8 Contracts, Etc.

(a) LVI is not a party to or bound by any Material Contract, other than the option agreement dated November 28, 2014 between LVI and Rich River Exploration Ltd., the Services Agreement dated June 1, 2018 between LVI and R2A2 Holdings Inc. and the Services Agreement dated June 1, 2018 between LVI and DJG Enterprise Ltd.

(b) LVI, and to the knowledge of LVI, each of the other parties thereto, is in material compliance with all covenants under any Material Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance or default under any Material Contract as has not had and will not have a Material Adverse Effect on LVI.

(c) LVI is not a party to or bound by any Contract that provides for any payment as a result of the termination of such Contract or the consummation of any of the matters contemplated by this Agreement or that cannot be terminated without notice.

3.9 Absence of Certain Changes, Etc.

Except as contemplated by the Transaction and this Agreement, since March 31, 2018:

(a) there has been no Material Adverse Change in respect of LVI;

(b) LVI has not:

(i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business;

(ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on LVI;

(iii) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice;

(iv) conducted its operations other than in all material respects in the normal course of business;

(v) entered into any material transaction or Material Contract, or amended or terminated any material transaction or Material Contract, except transactions or Contracts entered into in the ordinary course of business, other than a non- brokered private placement consisting of 1,744,000 units at a price of $0.125 per unit for gross proceeds of $218,000 completed on April 4, 2018; and

(vi) agreed or committed to do any of the foregoing; and

3.10 Subsidiaries

LVI does not own, directly or indirectly, any equity interest of or in any entity or enterprise organized under the Laws of any domestic or foreign jurisdiction.

3.11 Capitalization

(a) As at the date hereof, the authorized capital of LVI consists of an unlimited number of LVI Shares and preferred shares, each without nominal or par value, of which 4,906,500 LVI Shares are issued and outstanding.

(b) All issued and outstanding shares in the capital of LVI have been duly authorized and are validly issued, fully paid and non-assessable, free of pre-emptive rights.

(i) voting trusts or other agreements or understandings with respect to the voting of any LVI Shares to which LVI is a party;

(ii) securities issued by LVI that are convertible into or exchangeable for any LVI Shares, other than 3,744,000 LVI Warrants;

(iii) agreements, options, warrants, or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any LVI Shares or securities convertible into or exchangeable or exercisable for any such common shares, in each case granted, extended or entered into by LVI;

(iv) agreements of any kind to which LVI is party relating to the issuance or sale of any LVI Shares, or any securities convertible into or exchangeable or exercisable for any LVI Shares or requiring LVI to qualify securities of LVI for distribution by prospectus under Canadian Securities Laws; or

(v) agreements of any kind which may obligate LVI to issue or purchase any of its securities.

3.12 Environmental Matters

LVI is in compliance with all applicable Environmental Laws and has not violated any then current environmental laws as applied at that time. All operations of LVI, past or present, conducted on any real property, leased or owned by any member of LVI, past or present, and such properties themselves while occupied by LVI have been and are in compliance with all Environmental Laws. LVI is not the subject of:

(i) any proceeding, application, order or directive which relates to any environmental, health or safety matter; or (ii) any demand or notice with respect to any Environmental Laws. LVI has made adequate reserves for all reclamation obligations and has made appropriate arrangements, through obtaining reclamation bonds or otherwise to discharge such reclamation obligations, to the extent applicable. LVI has not caused or permitted the release of any Hazardous Substances on or to any of the assets or any other real property owned or leased or occupied by LVI, either past or present, (including underlying soils and substrata, surface water and groundwater) in such a manner as: (A) would be reasonably likely to impose liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property; (B) would be reasonably likely to result in imposition of an Encumbrance on or the expropriation of any of the assets; or (C) at levels which exceed remediation and/or reclamation standards under any Environmental Laws or standards published or administered by those Governmental

Authorities responsible for establishing or applying such standards. There is no environmental liability or factors likely to give rise to any environmental liability (i) affecting any of the properties of LVI; or

(ii) retained in any manner by LVI in connection with properties disposed by LVI.

3.13 Licence and Title

LVI is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material property or assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of LVI's financial statements for the year ended December 31, 2017, except as indicated in the notes thereto, and such properties and assets are not subject to any Encumbrances, claims, demands or defect in title of any kind except as is reflected in the balance sheets forming part of such financial statements and in the notes thereto and LVI owns, possesses, or has obtained and is in compliance in all material respects with, all licences, permits, certificates, orders, grants and other authorizations of or from any Governmental Authority necessary to conduct its business as currently conducted, in accordance in all material respects with applicable Laws.

3.14 Indebtedness

As at the date of this Agreement, no indebtedness for borrowed money was owing or guaranteed by any LVI.

3.15 Undisclosed Liabilities

There are no material liabilities of LVI of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which LVI may become liable on or after the consummation of the transactions contemplated hereby other than:

(a) liabilities disclosed on or reflected or provided for in the most recent financial statements of LVI included in the LVI Securities Documents; and

(b) liabilities incurred in the Ordinary Course of business of LVI and attributable to the period since March 31, 2018, none of which has had or may reasonably be expected to have a Material Adverse Effect LVI.

3.16 Due Diligence Investigations

All information relating to the business, assets, liabilities, properties, capitalization or financial condition of LVI provided by LVI or any of its Advisers to PTI is true, accurate and complete in all material respects.

3.17 Brokers

Except as disclosed to PTI in writing, none of LVI or, to the knowledge of LVI, any of its Associates, Affiliates or Advisers, have retained any broker or finder in connection with the transactions contemplated hereby, nor have any of the foregoing incurred any Liability to any broker or finder by reason of any such transaction.

3.18 Anti-Bribery Laws

Neither LVI nor to the knowledge of LVI, any director, officer, employee or consultant of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to LVI, including but not limited to the U.S. Foreign Corrupt Practices Act and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is

reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of LVI in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither LVI nor to the knowledge of LVI, any director, officer, employee, consultant, representative or agent of LVI, has (i) conducted or initiated any review, audit, or internal investigation that concluded that LVI or any of its directors, officers, employees, consultants, representatives or agents has committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption Laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such Laws, or received any notice, request, or citation from any person alleging non-compliance with any such Laws.

ARTICLE 4 COVENANTS

4.1 The LVI Meeting

(a) LVI shall:

(i) convene and conduct the LVI Meeting in accordance with LVI’s constating documents and Law as soon as possible and in any event no later than 30 days following the filing of the LVI Circular in accordance with Section 4.2(a) and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the LVI Meeting without the prior written consent of PTI, except:

(A) in the case of an adjournment, as required for quorum purposes; or

(B) as required or permitted under 4.1(a)(viii).

(ii) solicit proxies in favour of the approval of the Transaction, including the Reclassification and the Consolidation, as required, and against any resolution submitted by any LVI Shareholder that is inconsistent with such resolutions and the completion of any of the transactions contemplated by this Agreement, including, if so requested by PTI, acting reasonably, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by PTI to solicit proxies in favour of the approval of such resolutions;

(iii) permit PTI to, on behalf of the management of LVI, directly or through a soliciting dealer, actively solicit proxies in favour of the Transaction, including the Reclassification and the Consolidation, as required, on behalf of management of LVI in compliance with Law and disclose in the LVI Circular that PTI may make such solicitations;

(iv) consult with PTI in fixing the date of the LVI Meeting, give notice to PTI of the LVI Meeting and allow PTI’s representatives and legal counsel to attend the LVI Meeting;

(v) promptly advise PTI, at such times as PTI may reasonably request and at least on a daily basis on each of the last 10 Business Days prior to the date of the LVI

Meeting, as to the aggregate tally of the proxies received by LVI in respect of the Reclassification and the Consolidation;

(vi) not change the record date for the LVI Shareholders entitled to vote at the LVI Meeting in connection with any adjournment or postponement of the LVI Meeting;

(vii) at the request of PTI from time to time, provide PTI with a list (in both written and electronic form) of (i) the LVI Shareholders, together with their addresses and respective holdings of LVI Shares, (ii) the names, addresses and holdings of all Persons having rights issued by LVI to acquire LVI Shares), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of LVI Shares, together with their addresses and respective holdings of LVI Shares. LVI shall from time to time require that its registrar and transfer agent furnish PTI with such additional information, including updated or additional lists of LVI Shareholders, and lists of securities positions and other assistance as PTI may reasonably request in order to be able to communicate with respect to the Transaction with LVI Shareholders and with such other Persons as are entitled to vote on the Transaction, the Reclassification and the Consolidation, as applicable; and

(viii) at the request of PTI, adjourn or postpone the LVI Meeting to a date specified by PTI that is not later than 15 Business Days after the date on which the LVI Meeting was originally scheduled and in any event to a date that is not later than five (5) Business Days prior to the Outside Date.

4.2 The LVI Circular

(a) LVI shall promptly prepare and complete, in collaboration with PTI, the LVI Circular together with any other documents required by Law in connection with the LVI Meeting, and LVI shall cause the LVI Circular and such other documents to be filed and sent to each LVI Shareholder and other Person as required by Law, in each case so as to permit the LVI Meeting to be held by the date specified in 4.1(a)(i).

(b) LVI shall ensure that the LVI Circular complies in material respects with Law, does not contain any Misrepresentation and provides the LVI Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the LVI Meeting and to comply with Canadian Securities Laws and the rules and policies of the CSE. Without limiting the generality of the foregoing, the LVI Circular must include (i) a statement that the Board has unanimously, after receiving legal and financial advice, determined that the Transaction, including the Reclassification and the Consolidation is in the best interests of LVI and recommends that the LVI Shareholders vote in favour of the Transaction, including the Reclassification and the Consolidation (the “Board Recommendation”), (ii) a statement that each director and senior officer of LVI intends to vote all of such individual’s LVI Shares in favour of the Transaction, including the Reclassification and the Consolidation and against any resolution submitted by any LVI Shareholder that is inconsistent with the Reclassification and the Consolidation, and (ii) a statement that LVI Shareholders who legally or beneficially own, or exercise control or discretion over, directly or indirectly, in aggregate at least 78% of the outstanding LVI Shares (or any transferee who acquires any LVI Shares from any such securityholder after the date of this Agreement) have signed a Support Agreement.

(c) PTI and its legal counsel shall collaborate with LVI and its legal counsel in drafting the LVI Circular and other related documents, and LVI agrees that all information relating solely to PTI included in the LVI Circular must be in a form and content satisfactory to

PTI, acting reasonably. LVI shall not amend or supplement the LVI Circular without the prior written consent of PTI.

(d) PTI shall provide all necessary information concerning PTI that is required by Law to be included by LVI in the LVI Circular or other related documents to LVI in writing, and shall use its best efforts to ensure that such information does not contain any Misrepresentation. PTI acknowledges and agrees that LVI shall not be liable for any Misrepresentation relating to PTI furnished by PTI for inclusion in the Circular.

(e) Each Party shall promptly notify the other Party if it becomes aware that the LVI Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and LVI shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the LVI Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

4.3 Regarding the Transaction

(a) LVI shall use its commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under Law to consummate the Transaction as soon as practicable, including:

(i) using its best efforts to, on prior written approval of PTI, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Transaction and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Transaction or this Agreement;

(ii) causing the Board to unanimously approve the matters set forth in the LVI Circular.

(iii) causing the Board of LVI and the board of directors of LVI Subco to unanimously approve the Amalgamation, the LVI Subco Amalgamation Resolution and the execution, delivery and performance of the Amalgamation Agreement;

(iv) causing the board of directors of USCo to unanimously approve the Merger and all matters relating thereto;

(v) complying promptly with all requirements imposed by Law on it with respect to this Agreement or the Transaction;

(vi) not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Transaction; and

(vii) to obtain prior to July 30, 2018, voting support agreements with PTI, in a form as reasonably agreed to by PTI, from certain existing securityholders of LVI who legally or beneficially own, or exercise control or discretion over, directly or indirectly, in aggregate at least 78% of the outstanding LVI Shares (or any transferee who acquires any LVI Shares from any such securityholder after the date of this Agreement), in each case pursuant to which such parties will, among other things, agree to vote their LVI Shares in favour of the Transaction and

(b) LVI shall promptly notify PTI of:

(i) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Effect;

(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Transaction;

(iii) any notice or other communication from any Governmental Entity in connection with this Agreement (and LVI shall contemporaneously provide a copy of any such written notice or communication to PTI);

(iv) any notice or other communication from any Governmental Entity in connection with any cease trade order or similar restraining order of any other provincial securities administrator relating to the LVI Shares, the Subordinated Voting Shares, the Multiple Voting Shares, the Xxxxx Shares, the PTI shares, the Replacement Warrants (if any) or the Amalco Shares shall be in effect, or any notice or other communication from any Governmental Entity in connection with

(i) the failure by LVI to hold an annual general meeting in 2017, (ii) the failure by LVI to file certain Form 51-102F3 Material Change Reports on SEDAR in connection with the dissemination and filing on SEDAR of certain news releases that were filed pursuant to applicable Canadian Securities Laws, or (iii) the failure by LVI to file a Form 51-102F6V Statement of Executive Compensation – Venture Issuers for the financial years ended December 31, 2016 and 2017 that was not filed on SEDAR on or prior to the filing deadlines thereof; or

(v) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting LVI.

4.4 Conduct of Business

(a) Until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, LVI shall conduct business in the Ordinary Course.

(b) Without limiting the generality of Section 4 .4, and without derogating from the obligations of LVI in Section 6.1, LVI shall use its best efforts to preserve intact the current business organization of LVI and, except with the prior written consent of PTI, LVI shall:

(i) maintain payables and other liabilities at levels consistent with past practice;

(ii) not incur or commit to incur any indebtedness for borrowed money without the prior approval of PTI, such approval not to be unreasonably withheld (except for trades payable incurred in the ordinary course, or expenses or costs incurred for ongoing operations pursuant to Section 10.3(b);

(iii) not incur capital expenditures outside the normal course of business without the prior approval of the other Party, such approval not to be unreasonably withheld;

(iv) not issue any debt or equity or other securities, except as contemplated in this Agreement and agreed to by PTI, or declare or pay any dividends or distribute any of LVI’s property or assets to LVI Shareholders;

(v) not alter or amend LVI’s notice of articles or articles except as contemplated in this Agreement and agreed to by PTI; and

(vi) not enter into or amend any employment, consulting or other agreements with any directors, officers, employees or consultants or any executive compensation arrangements or benefit plans without the prior approval of PTI, such approval not to be unreasonably withheld.

(c) LVI shall promptly file a Form 51-102F6V Statement of Executive Compensation – Venture Issuers for the financial years ended December 31, 2016 and 2017 that were not filed on SEDAR on or prior to the filing deadlines thereof.

4.5 Non-Solicitation

(a) From the date of execution of this Agreement until the earlier of (i) the termination of this Agreement or (ii) the Outside Date, LVI shall not directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any non- public information to, consider the merits of any inquiries or proposals from, or enter into any agreement with, any person (other than PTI) relating to any transaction involving the sale of securities of LVI, in whole or in part, or LVI, its assets, or business or any other business combination or reverse takeover transaction.

(b) LVI shall immediately notify PTI of any contact between LVI or its representatives and any other person regarding any such inquiry or proposal. If such inquiry or proposal is in writing, LVI shall provide PTI with a copy.

4.6 Access to Information

LVI shall give PTI, Xxxxx and their respective representatives and potential investors (a) upon reasonable notice, reasonable access during normal business hours to its (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts and (iv) senior personnel, so long as the access does not unduly interfere with the Ordinary Course conduct of the business of LVI; and (b) such financial and operating data or other information with respect to the assets or business of LVI as PTI from time to time reasonably requests.

4.7 Financing Assistance

LVI shall provide, and shall use its best efforts to cause its representatives to provide, all reasonable and timely cooperation in connection with the arrangement of the Financing as may be reasonably requested by PTI, Xxxxx or their Affiliates, provided that such request is made on reasonable notice, such co-operation does not unreasonably interfere with the ongoing operations of LVI or unreasonably interfere with or hinder or delay the performance by LVI of its obligations or impose any liability upon LVI.

4.8 Public Communications

The Parties shall co-operate in the preparation of presentations, if any, to LVI Shareholders regarding the Transaction. A Party must not issue any press release or make any other public statement

or disclosure with respect to this Agreement or the Transaction without the consent of the other Party (which consent shall not be unreasonably withheld or delayed), and LVI must not make any filing with any Governmental Authority with respect to this Agreement or the Transaction without the consent of PTI (which consent shall not be unreasonably withheld or delayed); provided that any Party that is required to make disclosure by Law shall use its best efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.

4.9 Notice and Cure Provisions

(a) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or

(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.

(b) Notification provided under this Section 4.9 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

ARTICLE 5

CONDITIONS TO OBLIGATIONS OF LVI

5.1 Conditions Precedent for the Benefit of LVI

The obligation of LVI and LVI Subco to complete the Transaction is subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived by LVI:

(a) The representations and warranties of PTI set forth in Article 2 qualified as to materiality were true and correct as of the date of this Agreement and are true and correct as of the Effective Time, in all respects, and the representations and warranties not so qualified were true and correct as of the date of this Agreement and are true and correct as of the Effective Time, in all material respects, in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date.

(b) PTI shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it prior to or on the Effective Date and LVI shall have received a certificate signed on behalf of PTI by an executive officer thereof to such effect dated as of the Effective Date.

(d) The LVI Shareholders and the Board shall have approved the matters set out in the LVI Circular at the LVI Meeting.

ARTICLE 6

CONDITIONS TO OBLIGATIONS OF PTI

6.1 Conditions Precedent for the Benefit of PTI

The obligation of PTI and Xxxxx to complete the Transaction is subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived by PTI:

(a) The representations and warranties of LVI set forth in Article 3 qualified as to materiality were true and correct as of the date of this Agreement and are true and correct as of the Effective Time, in all respects, and the representations and warranties not so qualified were true and correct as of the date of this Agreement and are true and correct as of the Effective Time, in all material respects, in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date.

(b) LVI shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by LVI prior to or on the Effective Date and PTI shall have received certificates signed on behalf of LVI by an executive officer thereof to such effect dated as of the Effective Date.

(c) There shall not have occurred any Material Adverse Change of any of LVI or LVI Subco since the date of this Agreement.

(d) The LVI Shareholders shall have approved the matters set out in the LVI Circular at the LVI Meeting.

(e) LVI shall have completed and filed all necessary documents in accordance with the BCBCA in respect of the matters set out in the LVI Circular to be approved at the LVI Meeting and the Name Change shall be effective.

(f) PTI shall be satisfied that the exchange of Multiple Voting Shares for USCo shares as part of the Merger shall be exempt from registration under all applicable United States federal and state securities Laws.

(g) All of the current directors and officers of LVI and LVI Subco shall have resigned without payment by or any liability to LVI, PTI, Xxxxx, LVI Subco or Amalco, and each such director and officer shall have executed and delivered a release in favour of LVI, LVI Subco, PTI, Xxxxx and Amalco, in a form acceptable to LVI and PTI, each acting reasonably.

(h) PTI shall be satisfied in its sole discretion that: (A) at the time of the completion of the Transaction, LVI has a cash balance of not more than $nil; and (B) LVI and LVI Subco have no liabilities, it being understood that in the event that the Effective Date occurs on or before September 15, 2018, LVI and LVI Subco shall be entitled to have aggregate liabilities not exceeding $40,000 solely for the reasonable cost, expenses and disbursements of legal counsel to LVI.

(i) The Financing shall have been completed on terms and conditions acceptable to PTI, acting reasonably.

ARTICLE 7

MUTUAL CONDITIONS PRECEDENT

7.1 Mutual Conditions Precedent

The obligations of LVI, LVI Subco, PTI, Xxxxx and USCo to complete the Transaction are subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived only with the consent in writing of LVI and PTI:

(a) all consents, waivers, permits, exemptions, orders, and approvals required to permit the completion of the Transaction (including all consents and approvals required from the CSE), the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on PTI or LVI or materially impede the completion of the Transaction, shall have been obtained;

(b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing or materially delaying the consummation of the Transaction shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect;

(c) the Subordinated Voting Shares to be issued pursuant to the Transaction shall have been conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date or as soon as practicable thereafter;

(d) on the Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the LVI Shares, the Subordinated Voting Shares, the Multiple Voting Shares, the Xxxxx Shares, the PTI shares or the Amalco Shares shall be in effect;

(e) there shall not be pending or threatened any suit, action or proceeding by any Person (other than PTI), before any court or Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit or materially delay the consummation of the Transaction or any of the other transactions contemplated by this Agreement; or seeking to obtain from LVI, LVI Subco or Xxxxx any damages that are material in relation to LVI, LVI Subco and Xxxxx and their subsidiaries taken as a whole;

(f) the distribution of Replacement Warrants (if any), Subscription Receipts, Xxxxx Shares, Amalco Shares, Subordinated Voting Shares and Multiple Voting Shares pursuant to the Transaction shall be issued or be issuable as fully paid and non-assessable shares in the capital of LVI, free and clear of any and all Encumbrances, except those imposed pursuant to the escrow restrictions of the CSE, and shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Law, either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons) or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators);

(g) the distribution of Replacement Warrants (if any), Subscription Receipts, Xxxxx Shares, Amalco Shares, Subordinated Voting Shares and Multiple Voting Shares pursuant to the Transaction shall be exempt from the registration requirements of applicable United States federal and state laws; and

(h) this Agreement shall not have been terminated in accordance with its terms.

ARTICLE 8 CLOSING

8.1 Closing

The Closing shall take place at the offices of PTI's counsel, Stikeman Elliott LLP at 11:00 a.m. (Montréal time) on the Effective Date or on such other date as PTI and LVI may agree.

ARTICLE 9

TERM AND TERMINATION

9.1 Term

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

9.2 Termination of this Agreement

This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the LVI Subco Amalgamation Resolution by LVI or the matters set out in the LVI Circular by the LVI Shareholders or any other matters presented in connection with the Transaction:

(a) by PTI at its sole discretion upon written notice being delivered to LVI or by LVI in the event PTI enters into an agreement to complete an Alternative Transaction and delivers written notice to LVI of such transaction concurrently with the entry into the agreement regarding the Alternative Transaction;

(b) by mutual written consent of the Parties;

(c) by LVI or PTI if there has been a breach of any of the representations, warranties, covenants and agreements on the part of the other Party (the "Breaching Party") set forth in this Agreement, which breach has or is likely to result in the failure of the conditions set forth in Sections 5.1, 6 .1 or 7.1, as the case may, to be satisfied and in each case, has not been cured within ten (10) Business Days following receipt by the Breaching Party of written notice of such breach from the non-breaching Party (the "Non- Breaching Party");

(d) by any Party if any permanent order, decree, ruling or other action of a court or other competent authority restraining, enjoining or otherwise preventing the consummation of the Transaction shall have become final and non-appealable;

(e) by either PTI or LVI if the Effective Date shall not have occurred on or before the Outside Date, provided that the right to terminate the Agreement under this paragraph 9.2(e) shall not be available to a Party if the failure of the Effective Date to so occur has been caused by, or is a result of, a breach by LVI of any of its representations and warranties or the failure for LVI to perform any of its covenants or agreements under this Agreement; or

(f) by PTI if there has occurred a Material Adverse Effect in respect of LVI.

9.3 Survival of Representations and Warranties; Limitation

The representations and warranties set forth herein shall expire and be terminated on the earlier of the Effective Time or the termination of this Agreement.

9.4 Effect of Termination; Survival

If this Agreement is terminated pursuant to Section 9.1 or Section 9.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that in the event of termination under Section 9.2, this Section 9.4, Section 10.1 and the provisions of the Confidentiality Agreement shall survive, and provided further that no Party shall be relieved of any liability for any wilful breach by it of this Agreement.

ARTICLE 10 MISCELLANEOUS

10.1 Termination Fees

(a) If a Termination Fee Event (as defined below) occurs, PTI shall pay to LVI the Termination Fee in accordance with Section 1 0.1(d).

(b) For the purposes of this Agreement, “Termination Fee” means $200,000 and “Termination Fee Event” means the earlier to occur of (i) the termination of this Agreement by PTI or LVI pursuant to 9.2(a), (ii) the termination of this Agreement by both PTI and LVI pursuant to Section 9.2(b), (iii) the termination of this Agreement by LVI pursuant to Section 9.2(c), or (iv) the termination of this Agreement by either PTI or LVI pursuant to Section 9.2(e), provided, in each case, that no breach of any representation or warranty or failure to perform any covenant or agreement on the part of LVI under this Agreement has occurred at the time of such termination.

$100,000, such funds to be held and released by the Escrow Agent pursuant to the terms and conditions of the escrow agreement entered into concurrently with the execution of this Agreement by PTI, LVI and the Escrow Agent (the “Escrow Agreement”).

(d) If a Termination Fee Event occurs, (i) half of the Termination Fee shall be paid by PTI within five Business Days following the occurrence of the Termination Fee Event, provided that if the Termination Fee Event is the termination of this Agreement by LVI pursuant to Section 9.2(c), half of the Termination shall instead be paid by PTI within five Business Days following the occurrence of the Outside Date, and (ii) half of the Termination Fee shall be released from escrow in accordance with the terms of the Escrow Agreement.

10.2 Further Actions

From time to time, as and when requested by any Party, the other Parties shall execute and deliver, and use all commercially reasonable efforts to cause to be executed and delivered, such documents and instruments and shall take, or cause to be taken, such further or other actions as may be reasonably requested in order to:

(a) carry out the intent and purposes of this Agreement;

(b) effect the Amalgamation (or to evidence the foregoing); and

10.3 Expenses

(a) Except as provided under Section 10.3(b), all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Amalgamation, including all costs, expenses and fees of LVI incurred prior to or after the Effective Date in connection with, or incidental to, this Agreement and the Transaction, shall be paid by the Party incurring such expenses, whether or not the transactions contemplated by this Agreement and the Amalgamation are consummated.

(b) PTI agrees to advance to LVI reasonable amounts to cover and fund (i) expenses and costs reasonably required to operate the business of LVI in the Ordinary Course and (ii) expenses and costs reasonably incurred by LVI in connection with this Agreement and the Transaction, as follows:

(i) PTI will advance to LVI, on the date of this Agreement an amount of $60,000 for the period between the date hereof and October 31, 2018;

(ii) provided that the Effective Date has not occurred on or before September 15, 2018, PTI will advance to LVI, on or before September 21, 2018, an additional amount of $40,000 which shall be solely used by LVI to pay the reasonable cost, expenses and disbursements of legal counsel to LVI; and

(iii) provided that the Effective Date has not occurred on or before November 1, 2018, PTI will advance to LVI, on or before November 8, 2018, an additional amount of $15,000 for the period from November 1, 2018 to the Outside Date.

10.4 Entire Agreement

This Agreement, which includes the Schedules hereto and the other documents, agreements, and instruments executed and delivered pursuant to or in connection with this Agreement, and the Confidentiality Agreement, contain the entire agreement between the Parties with respect to matters dealt within herein and, except as expressly provided herein, supersedes all prior arrangements or understandings with respect thereto, including the Letter of Intent.

10.5 Descriptive Headings

The descriptive headings of this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

10.6 Notices

All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by electronic mail, nationally recognized overnight courier, or registered or certified mail, postage prepaid, addressed as follows:

(a) If to LVI or LVI Subco:

000 - 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx, XX

X0X 0X0

Attention: Xxxx Xxx

E-mail: xxxxxxx@xxxxx.xxx

with a copy (which shall not constitute notice) to:

Xxxxx Xxxxxx LLP

000 - 000 Xxxx Xxxxxxx Xx. Xxxxxxxxx, XX

X0X 0X0

Attention: Cam McTavish

E mail: xxxxxxxxx@xxxxxxx.xxx

(b) If to PTI or Xxxxx:

000 Xxxxxxxxx Xxxxx #000 Xxxxxxxxx, XX

00000 XXX

Attention: Xxxxx Xxxxxxxx

E-mail: xxxxxxxxx@xxxxxxxxxx.xxx

with a copy (which shall not constitute notice) to: Stikeman Elliott LLP 0000 Xxxx-Xxxxxxxx Xxxxxxxxx X.

Xxxxxxxx, XX X0X 0X0

Attention: [Redacted] and [Redacted] Email: [Redacted] and [Redacted]

Any such notices or communications shall be deemed to have been received: (i) if delivered personally or sent by nationally recognized overnight courier or by electronic mail, on the date of such delivery; or (ii) if sent by registered or certified mail, on the third Business Day following the date on which such mailing was postmarked. Any Party may by notice change the address to which notices or other communications to it are to be delivered or mailed.

10.7 Time of the Essence

Time is of the essence in this Agreement.

10.8 Third Party Beneficiaries

(a) The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(b) Despite the foregoing, LVI acknowledges to Xxxxx its direct rights against it under Sections 1.9 and 4.7, of this Agreement, which are intended for the benefit of, and shall be enforceable by Xxxxx and its sucessors and permitted assigns.

10.9 Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by LVI in accordance with their specific terms or were otherwise breached by LVI. It is accordingly agreed that PTI shall be entitled to injunctive and other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement against LVI without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the PTI may be entitled at law or in equity.

10.10 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein, but references to such Laws shall not, by conflict of Laws, rules or otherwise require application of the Law of any jurisdiction other than the Province of British Columbia and the Parties hereby further irrevocably attorn to the jurisdiction of the Courts of the Province of British Columbia in respect of any matter arising hereunder or in connection with the transactions contemplated in this Agreement.

10.11 Enurement and Assignability

This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns, provided that this Agreement shall not be assignable otherwise than by operation of law by any Party without the prior written consent of the other Parties, and any purported assignment by any Party without the prior written consent of the other Parties shall be void, except that PTI may assign or transfer any of its rights, interests or obligations under this Agreement to an Affiliate.

10.12 Confidentiality

The Parties acknowledge that the Confidentiality Agreement continues to apply and that any information provided by any Party that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement. If this Agreement is terminated in accordance with its terms, the obligations under the Confidentiality Agreement shall survive the termination of this Agreement. Each Party which is not a party to the Confidentiality Agreement agrees to comply with the terms and conditions of the Confidentiality Agreement as if it had been a party to the Confidentiality Agreement.

10.13 Remedies

The Parties acknowledge that an award of money damages may be inadequate for any breach of the obligations undertaken by the Parties and that the Parties shall be entitled to seek equitable relief, in addition to remedies at law. In the event of any action to enforce the provisions of this Agreement, each of the Parties waive the defense that there is an adequate remedy at law. Without limiting any remedies any Party may otherwise have, in the event any Party refuses to perform its obligations under this Agreement, the other Party shall have, in addition to any other remedy at law or in equity, the right to specific performance.

10.14 Waivers and Amendments

Any waiver of any term or condition of this Agreement, or any amendment or supplementation of this Agreement, shall be effective only if in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit, or waive a Party's rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

10.15 Illegalities

In the event that any provision contained in this Agreement shall be determined to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not, at the election of the Party for whose benefit the provision exists, be in any way impaired.

10.16 Currency

Except as otherwise set forth herein, all references to amounts of money in this Agreement are to Canadian Dollars.

10.17 Rules of Construction

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

10.18 Counterparts

This Agreement may be executed in any number of counterparts by original, telefacsimile or electronic signature, each of which will be an original as regards any party whose signature appears thereon and all of which together will constitute one and the same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, bears the signatures of all the parties reflected hereon as signatories.

[REMAINDER OF THE AGREEMENT IS INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the day and year first above written.

LEAD VENTURES INC.

By: (s) Xxxx Xxx

Name: Xxxx Xxx

Title: Chief Executive Officer

PALLIATECH, INC.

By: (s) Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx Title: President & CEO

SCHEDULE A DEFINITIONS

“Advisers” when used with respect to any Person, shall mean such Person's directors, officers, employees, representatives, agents, counsel, accountants, advisers, engineers, and consultants.

“Affiliate” has the meaning ascribed to such term in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

“Alternative Transaction” means any reverse takeover or business combination by way of an amalgamation, arrangement, share purchase or other similar form of transaction or series of transactions with a public company listed on a recognized stock exchange in Canada;

“Agreement” means this Transaction Agreement, as it may be amended or supplemented at any time and from time to time after the date hereof.

“Amalco” means the corporation resulting from the Amalgamation. “Amalco Shares” means common shares in the capital of Amalco.

“Amalgamation” means an amalgamation of LVI Subco and Xxxxx pursuant to Section 269 of the BCBCA, on the terms and subject to the conditions set out in the Amalgamation Agreement and this Agreement, subject to any amendments or variations thereto made in accordance with the provisions of the Amalgamation Agreement and this Agreement.

“Amalgamation Agreement” means the amalgamation agreement in the form attached hereto as Schedule B to be entered into between LVI Subco and Xxxxx pursuant to Section 269 of the BCBCA, to effect the Amalgamation.

“Amalgamation Application” means the Form 13 to be jointly completed and filed by LVI and Xxxxx with the Registrar of Companies under the BCBCA, substantially in the form set forth in Schedule B hereto giving effect to the Amalgamation of LVI Subco and Xxxxx upon and subject to the terms of this Agreement.

“Associate” has the meaning ascribed to such term in the Securities Act (British Columbia). “BCBCA” means the Business Corporations Act (British Columbia) as amended;

“Board” means the board of directors of LVI as constituted from time to time.

“Board Recommendation” has the meaning ascribed to such term in Section 4.2(b). “Breaching Party” has the meaning ascribed to such term in Section 9.2(c).

“Business Day” means any day other than a Saturday or Sunday or other day on which Canadian Chartered Banks located in the City of Vancouver or the City of Montréal, or banks in the City of Boston, are required or permitted to close.

“Canadian Securities Laws” means the Securities Act (or equivalent legislation) in each of the provinces and territories of Canada and the respective regulations under such legislation together with applicable published rules, regulations, policy statements, national instruments and memoranda of understanding of the Canadian Provincial Securities Administrators and the securities regulatory authorities in such provinces and territories.

“Certificate of Amalgamation” means the certificate of amalgamation to be used by the Registrar of

Companies under the BCBCA pursuant to section 281 of the BCBCA following the following the filing of the Amalgamation Application.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Confidential Information” means any information concerning the Disclosing Party or its business, properties and assets made available to the Receiving Party; provided that it does not include information which: (a) is generally available to or known by the public other than as a result of improper disclosure by the Receiving Party or pursuant to a breach of Section 10.12 by the Receiving Party; (b) is obtained by the Receiving Party from a source other than the Disclosing Party, provided that, to the reasonable knowledge of the Receiving Party, such source was not bound by a duty of confidentiality to the Disclosing Party or another party with respect to such information; (c) is developed by the Receiving Party independently of any disclosure by the Disclosing Party; or (d) was in the Receiving Party’s possession prior to its disclosure by the Disclosing Party.

“Confidentiality Agreement” means the non-disclosure agreement entered into between PTI and LVI on June 21, 2018.

“Consolidation” means the consolidation of the LVI Shares on terms and conditions to be determined by PTI in compliance with applicable Laws and the rules and policies of the CSE.

“Contract” means any contract, lease, agreement, instrument, license, commitment, order, or quotation, written or oral.

“CSE” has the meaning ascribed to such term in the recitals.

“Disclosing Party” means any Party or its representatives disclosing Confidential Information to the Receiving Party.

“Effective Date” has the meaning ascribed to such term in Section 1.6(e).

“Effective Time” means the time of filing of the Amalgamation Application with the British Columbia Registrar of Companies under the BCBCA on the Effective Date.

“Employee Plans” means all plans, arrangements, agreements, programs, policies or practices, whether oral or written, formal or informal, funded or unfunded, maintained for employees, including, without limitation:

(a) any employee benefit plan or material fringe benefit plan;

(b) any retirement savings plan, pension plan or compensation plan, including, without limitation, any defined benefit pension plan, defined contribution pension plan, group registered retirement savings plan or supplemental pension or retirement income plan;

(c) any bonus, profit sharing, deferred compensation, incentive compensation, stock compensation, stock purchase, hospitalization, health, drug, dental, legal disability, insurance (including without limitation unemployment insurance), vacation pay, severance pay or other benefit plan, arrangement or practice with respect to employees or former employees, individuals working on contract, or other individuals providing services of a kind normally provided by employees; and

(d) where applicable, all statutory plans, including, without limitation, the Canada or Québec Pension Plans.

“Encumbrance” includes any mortgage, pledge, assignment, charge, lien, claim, security interest,

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adverse interest, adverse claim, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing.

“Environmental Laws” means Laws regulating or pertaining to the generation, discharge, emission or release into the environment (including without limitation ambient air, surface water, groundwater or land), spill, receiving, handling, use, storage, containment, treatment, transportation, shipment, disposition or remediation or clean-up of any Hazardous Substance, as such Laws are amended and in effect as of the date hereof.

"Escrow Agent" means Xxxxx Xxxxxx LLP, or such other Person as may be appointed in replacement thereof pursuant to the terms of the Escrow Agreement.

“Escrow Agreement” has the meaning ascribed to such term in Section 10.1(c).

“Financing” means the private placement of Subscription Receipts to be completed by Xxxxx prior to the Effective Date.

“Financing Offering Price” means the offering price of the Subscription Receipts which shall be determined by PTI in collaboration with GMP Securities L.P. based on market conditions.

“Xxxxx” means a corporation to be created under the Laws of British Columbia for the purpose of effecting the Transaction and the Financing.

“Xxxxx Shareholders” means the holders of the issued and outstanding Xxxxx Shares after the incorporation of Xxxxx.

“Xxxxx Shares” means the common shares to be created in the capital of Xxxxx. “Government” means:

(a) the government of Canada, the United States or any other foreign country;

(b) the government of any Province, State, county, municipality, city, town, or district of Canada, the United States or any other foreign country; and

(c) any ministry, agency, department, authority, commission, administration, corporation, bank, court, magistrate, tribunal, arbitrator, instrumentality, or political subdivision of, or within the geographical jurisdiction of, any government described in the foregoing clauses

(a) and (b), and for greater certainty, includes the CSE. “Government Official” means:

(a) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority;

(b) any salaried political party official, elected member of political office or candidate for political office; or

(c) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses.

“Governmental” means pertaining to any Government.

“Governmental Authority” means and includes, without limitation, any Government or other political

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subdivision of any Government, judicial, public or statutory instrumentality, court, tribunal, commission, board, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the CSE.

“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any applicable Environmental Law.

“IFRS” means International Financial Reporting Standards.

“ITA” means the Income Tax Act (Canada), as amended and all regulations thereunder.

“Income Tax” means any Tax based on or measured by income (including without limitation, based on net income, gross income, income as specifically defined, earnings, profits or selected items of income, earnings or profits); and any interest, penalties and additions to tax with respect to any such tax (or any estimate or payment thereof).

“Intellectual Property” means all rights to and interests in:

(a) all business and trade names, logos and designs, brand names and slogans Related to the Business; and

(b) all inventions, improvements, patents, patent rights, patent applications (including all reissues, divisions, continuations, continuations-in-part and extensions of any patent or patent application), industrial designs and applications for registration of industrial designs Related to the Business.

“knowledge of LVI” means the actual knowledge of Xxxx Xxx and Xxxxx Xxxxxx after reasonable inquiry.

“knowledge of PTI” means the actual knowledge of Ed Kelenchuk and Xxxxx Xxxxxxxx, after reasonable inquiry.

“Law” means any of the following of, or issued by, any Government, in effect on or prior to the date hereof, including any amendment, modification or supplementation of any of the following from time to time subsequent to the original enactment, adoption, issuance, announcement, promulgation or granting thereof and prior to the date hereof: any statute, law, act, ordinance, code, rule or regulation of any writ, injunction, award, decree, judgment or order.

“Letter of Intent” means the letter of intent, dated June 29, 2018, between PTI and LVI related to the Transaction.

“Liability” of any Person means and include:

(a) any right against such Person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured;

(b) any right against such Person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and

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(c) any obligation of such Person for the performance of any covenant or agreement (whether for the payment of money or otherwise).

“LVI” means Lead Ventures Inc., a corporation existing under the BCBCA.

“LVI Circular” means the notice of the LVI Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the LVI Shareholders in connection with the LVI Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“LVI Meeting” means the annual general and special meeting, as applicable, of the LVI Shareholders to be called and held to approve the matters set out in the LVI Circular and for any other purpose as may be set out in the LVI Circular and agreed to in writing by PTI and any and all adjournments or postponements of such meeting in accordance with the terms of this Agreement.

“LVI Securities Documents” has the meaning ascribed to such term in Section 3.4(a). “LVI Shareholders” means the holders of LVI Shares.

“LVI Shares” means the common shares in the capital of LVI prior to giving effect to the Consolidation and the Reclassification.

“LVI Subco” means a wholly-owned subsidiary of LVI to be created under the Laws of British Columbia for the purpose of effecting the Transaction.

“LVI Subco Amalgamation Resolution” means the resolution of LVI, as sole shareholder of LVI Subco, approving the Amalgamation and adopting the Amalgamation Agreement.

“LVI Subco Shares” means the common shares to be created in the capital of LVI Subco.

“LVI Warrants” means the common share purchase warrants to purchase LVI Shares which are outstanding at the Effective Time.

“Material Adverse Change” or “Material Adverse Effect” means, with respect to any Party, any change, event, occurrence, effect or circumstance that is or could reasonably be expected to be material and adverse to the business, financial condition, or results of operations of such Party and its subsidiaries taken as a whole, other than changes, effects, or circumstances that are the result of economic factors affecting the economy as a whole, or that are the result of factors generally affecting the industry or specific markets in which such Party operates or attributable to the announcement or performance of the transactions contemplated by this Agreement.

“Material Contracts” means all Contracts or other obligations or rights (and all amendments, modifications and supplements thereto and all side letters to which LVI is a party affecting the obligations of any party thereunder) to which LVI is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of LVI taken as a whole, including to the extent any of the following are material to the business, properties or assets of LVI taken as a whole, all:

(a) employment, severance, personal services, consulting, non-competition or indemnification contracts (including any Contract to which LVI is a party involving employees);

(b) Contracts granting a right of first refusal or first negotiation;

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(d) Contracts for the acquisition, sale, licence, or lease of material assets of LVI (by purchase or sale of assets or shares or otherwise);

(e) Contracts with any Governmental Authority;

(f) loan or credit agreements, mortgages, security agreements, indentures or other Contracts or instruments evidencing indebtedness for borrowed money by LVI or any such agreement pursuant to which indebtedness for borrowed money may be incurred;

(g) Contracts that purport to limit, curtail or restrict the ability of LVI to compete in any geographic area or line of business;

(h) commitments and agreements to enter into any of the foregoing; and

(i) any Contract which cannot be terminated on 30 days’ notice;

(j) all Contracts that provide for annual payments to or from LVI in excess of $25,000 per annum.

“Merger” means the triangular merger provided for under Section 1.5.

“Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

“Multiple Voting Shares” means the Multiple Voting Shares in the capital of LVI to be created pursuant to the Reclassification upon terms to be agreed between the Parties.

“Name Change” means the change of LVI’s name to PalliaTech, Inc., or such other name designated by PTI and that is acceptable to the regulatory authorities.

“New LVI Directors” has the meaning ascribed to such term in Section 1.9. “New LVI Management” has the meaning ascribed to such term in Section 1.9. “Non-Breaching Party” has the meaning ascribed to such term in Section 9.2(c).

“Ordinary Course” means with respect to an action taken by LVI, that such action is consistent with the past practices of LVI and is taken in the ordinary course of the normal day-to-day operations of the business of LVI.

“Outside Date” means December 31, 2018, or such later date as may be agreed to in writing by the Parties.

“Parties” and “Party” means PTI and LVI.

“penalty” means any civil or criminal penalty (including any interest thereon), fine, levy, lien, assessment, charge, monetary sanction or payment, or any payment in the nature thereof, of any kind, required to be made to any Government under any Law.

“Person” means any corporation, partnership, limited liability company or partnership, joint venture, trust, unincorporated association or organization, business, enterprise or other entity; any individual; and any Government.

“Receiving Party” means any Party or its representatives receiving Confidential Information from a

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“Reclassification” has the meaning ascribed to such term in Section 1.6(d).

“Related to the Business” means, directly or indirectly, used in, arising from, or relating in any manner to the business of Xxxxx.

“Replacement Warrants” means the warrants of LVI to be issued in exchange for and replacement of the LVI Warrants, each entitling the holder to purchase a number of Subordinated Voting Shares (rounded down to the next nearest whole Subordinated Voting Share) equal to the number of LVI Shares issuable pursuant to the LVI Warrants immediately prior to the filing of the Articles of Amalgamation at an exercise price per share (rounded up to the nearest whole cent) equal to the original exercise price per share of each such LVI Warrant.

“Resulting Issuer” has the meaning ascribed to such term in the recitals.

“Share Exchange” has the meaning ascribed to such term in the recitals to this Agreement.

“Subordinated Voting Shares” means the Subordinated Voting Shares into which the LVI Shares will be reclassified pursuant to the Reclassification upon terms to be agreed between the Parties.

“Subscription Receipt Agreement” means the subscription receipt agreement to be entered into among Xxxxx, PTI, GMP Securities L.P., and a subscription receipt agent to be selected by the parties thereto setting out the terms and conditions of the Subscription Receipts.

“Subscription Receipts” has the meaning ascribed to such term in Section 1.3.

“subsidiary” means, with respect to a specified corporation, any corporation of which more than fifty per cent (50%) of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified corporation, and shall include any corporation in like relation to a subsidiary.

“Tax” means any tax, levy, charge or assessment imposed by or due any Government, together with any interest, penalties, and additions to tax relating thereto, including without limitation, any of the following:

(a) any Income Tax;

(b) any franchise, sales, use and value added tax or any license or withholding tax; any payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, alternative or add-on minimum tax; and any customs duties or other taxes;

(d) any estimate or payment of any of tax described in the foregoing clauses (a) through (d); and

(e) any interest, penalties and additions to tax with respect to any tax (or any estimate or payment thereof) described in the foregoing clauses (a) through (e).

“Tax Return” means all returns, amended returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority with jurisdiction over the applicable party.

“Termination Fee” has the meaning ascribed to such term in Section 10.1(b).

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“Transaction” has the meaning ascribed to such term in the recitals.

“USCo” means a wholly-owned subsidiary of LVI to be created under the Laws of Delaware for the purpose of effecting the Transaction.

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SCHEDULE B AMALGAMATION AGREEMENT

See attached.

AMALGAMATION AGREEMENT

THIS AGREEMENT is made as of the • day of •, 2018,

BETWEEN: •, a company incorporated under the laws of British Columbia

("Xxxxx")

AND: LEAD VENTURES INC., a company incorporated under the laws of British Columbia

("LVI")

AND: • B.C. LTD., a company incorporated under the laws of British Columbia

("LVI Subco")

WHEREAS:

X. Xxxxx and LVI Subco (collectively, the "Companies"), acting under the authority set out in the Business Corporations Act (British Columbia) (the "Act"), have agreed to amalgamate on the terms and conditions set forth herein (the "Amalgamation");

B. Prior to the Amalgamation, (i) LVI is expected to change its name to [PalliaTech, Inc.] or such other name designated by the board of directors of LVI, and (ii) LVI will restructure its share capital to, among other things, re-designate its existing common shares as Subordinate Voting Shares (the "LVI Shares"); and

C. Pursuant to the Amalgamation, LVI will issue LVI Shares to the holders of common shares of Xxxxx (the "Xxxxx Shares").

NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the mutual agreements, covenants and conditions contained in this Agreement, each of the parties covenants and agrees with the other as follows:

1. In this Agreement, the expression "Amalgamated Company" shall mean the company continuing from the Amalgamation.

2. Each of the Companies agrees to amalgamate under the provisions of the Act and to continue as one company under the terms and conditions set out in this Agreement.

3. The Amalgamated Company shall be a company under the provisions of the Act.

4. The name of the Amalgamated Company shall be • B.C. Ltd.

5. The Amalgamation Application (including the Notice of Articles of the Amalgamated Company) shall contain the information set out in Schedule 1 to this Agreement (the “Amalgamation Application") and the Articles of the Amalgamated Company shall be in the form set out in Schedule 2 to this Agreement, and the said Articles have been signed by the first director of the Amalgamated Company referred to in Section 7 of this Agreement.

6. The mailing and delivery addresses of the registered and records offices of the Amalgamated Company, until changed in accordance with the Act, shall be as set out in the Notice of Articles referred to in Section 5 of this Agreement.

7. The number of directors of the Amalgamated Company, until changed in accordance with the Act and the Articles of the Amalgamated Company, shall be one. The name and prescribed address of the first director of the Amalgamated Company is as follows:

Full Name

Prescribed Address

•

c/o Rider 7

000 Xxxxxxxxx Xxxxx #000 Xxxxxxxxx, XX

00000 XXX

8. The sole director shall hold office until he ceases to hold office as specified in the Act, or in the Articles of the Amalgamated Company. The sole director shall carry on and continue the operations of the Amalgamated Company in such manner as he shall determine, subject to and in accordance with the Articles of the Amalgamated Company and the Act.

9. The full name and office of the first officer of the Amalgamated Company is:

Full Name	Office
•	•

10. The officer shall hold office at the pleasure of the sole director of the Amalgamated Company.

11. The issued shares of each of Xxxxx and LVI Subco shall be exchanged as follows:

(a) each outstanding Xxxxx Share shall be exchanged for one LVI Share, following which such Xxxxx Shares shall be cancelled;

(b) LVI shall receive one common share of the Amalgamated Company (an "Amalco Share") for each one common share of LVI Subco (a "LVI Subco Share") held by LVI, following which all such LVI Subco Shares shall be cancelled; and

(c) the Amalgamated Company shall issue to LVI one Amalco Share for each one LVI Share issued to the holders of Xxxxx Shares.

12. After the Amalgamation becomes effective, the shareholders of Xxxxx entitled to receive LVI Shares in exchange for their Xxxxx Shares shall receive a certificate or electronic confirmation representing the number of LVI Shares to which they are so entitled on the basis set out herein.

13. The financial year-end of the Amalgamated Company shall be [December 31], until changed by the directors of the Amalgamated Company.

14. All obligations of each of the Companies immediately prior to the Amalgamation shall attach to and become obligations of the Amalgamated Company, and the Amalgamated Company shall continue to be liable for all such obligations.

15. Each of the Companies may, by unanimous resolution, assent to any alteration or modification of this Agreement which may be necessary or desirable in the opinion of the respective shareholders, as the case may be, of each of the Companies passing such resolution, and all alterations and modifications so assented to shall be binding upon the Companies.

16. The Amalgamation shall take effect at the time of filing of the amalgamation application on the date set out in the certificate of amalgamation issued by the British Columbia Registrar of Companies (the "Registrar") if this Agreement has been adopted as required by the Act and all necessary filings have been made with the Registrar and at the records office of the Companies on or before such time, or at such later time and date as may be determined by the directors of the Companies when this Agreement has been adopted as required by the Act; provided, however, that if the respective directors of Xxxxx or LVI Subco determine that it is in the best

interests of the Companies, or any one of the Companies, or of the Amalgamated Company, not to proceed with the Amalgamation, then Xxxxx or LVI Subco may, by written notice to the other, terminate this Agreement at any time prior to the Amalgamation, and in such event, the Amalgamation shall not take place notwithstanding the fact that this Agreement may have been adopted by the shareholders of the Companies. If this Agreement is not adopted by the shareholders of the Companies as required by the Act, this Agreement shall terminate and become null and void at such time as written notice to that effect is given by Xxxxx or LVI Subco to the other.

17. Subject to section 16 of this Agreement, if this Agreement is adopted by the shareholders of each of the Companies as required by the Act, the Companies agree that they will file with the Registrar the Amalgamation Application.

18. Each of the parties agrees to do, execute and deliver, and cause to be done, executed and delivered, all such further acts, deeds, documents and instruments as are necessary or desirable to give full force and effect to this Agreement.

[Remainder of page intentionally left blank – signature page follows]

IN WITNESS WHEREOF each of the parties has duly executed this Agreement the day and year first above written.

•

By:

Name: •

Title: •

LEAD VENTURES INC.

By:

Name: •

Title: •

• B.C. LTD.

By:

Name: •

Title: •

SCHEDULE A AMALGAMATION APPLICATION

(see attached)

#$ -JNJUFE $PNQBOZ

AMALGAMATION APPLICATION

BUSINESS CORPORATIONS ACT, TFDUJPO 275

Telephone: 0 000 000-0000

Mailing Address: PO Box 9431 Stn Prov Govt $ourier Address: 200 – 000 Xxxxxxxxx Xxxxxx

xxx.xxxxx.xx Victoria BC V8W 9V3 Xxxxxxxx XX X0X 0X0

Freedom of Information and Protection of Privacy Act (FOIPPA): 1FSTPOBM JOGPSNBUJPO QSPWJEFE PO UIJT GPSN JT DPMMFDUFE, VTFE BOE EJTDMPTFE VOEFS UIF BVUIPSJUZ PG UIF FOIPPA BOE UIF Business Corporations Act GPS UIF QVSQPTFT PG BTTFTTNFOU. 2VFTUJPOT SFHBSEJOH UIF DPMMFDUJPO, VTF BOE EJTDMPTVSF PG QFSTPOBM JOGPSNBUJPO DBO CF EJSFDUFE UP UIF .BOBHFS PG 3FHJTUSJFT 0QFSBUJPOT BU 1 877 526-1526, 10 #PY 9431 4UO 1SPW (PWU, 7JDUPSJB #$ 788 973.

DO NOT MAIL THIS FORM to BC Registry Services unIess you are instructed to do so by registry staff. The ReguIation under the Business Corporations Act requires the eIectronic version of this form to be fiIed on the Internet at xxx.xxxxxxxxxxxXxxx.xxx.xx.xx

A INITIAL INFORMATION o When the amalgamation is complete, your company will be a BC limited company.

8IBU LJOE PG DPNQBOZ(JFT) XJMM CF JOWPMWFE JO UIJT BNBMHBNBUJPO

(Check all applicable boxes.)

✔

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✔

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Please note: If you want the name of an amalgamating corporation that is a foreign corporation, you must obtain a name approval before completing this amalgamation application.

C AMALGAMATION STATEMENT o Please indicate the statement applicable to this amalgamation.

With Court ApprovaI:

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1. B.C. LTD.	BC
2. B.C. LTD.	BC
3.
4.
5.

FORMALITIES TO AMALGAMATION

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5.	X

NOTICE OF ARTICLES

A NAME OF COMPANY

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B.C. LTD.

B TRANSLATION OF COMPANY NAME

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F	AUTHORIZED SHARE STRUCTURE

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Common	✔		✔			✔

'03. 13 -5% (4&1 2017) 1BHF 4

SCHEDULE B ARTICLES

(see attached)

#11819014

Incorporation Number Effective as of

ARTICLES OF

B.C. LTD.

PROVINCE OF BRITISH COLUMBIA

BUSINESS CORPORATIONS ACT

PART 1 INTERPRETATION

1.1 Definitions 1

1.2 Business Corporations Act and Interpretation Act Definitions Applicable 2

PART 2 SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure 2

2.2 Form of Share Certificate 2

2.3 Shareholder Entitled to Certificate or Acknowledgment 2

2.4 Delivery by Mail 3

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement 3

2.6 Replacement of Lost, Destroyed or Wrongfully Taken Certificate 3

2.7 Recovery of New Share Certificate 3

2.8 Splitting Share Certificates 4

2.9 Certificate Fee 4

2.10 Recognition of Trusts 4

PART 3 ISSUE OF SHARES

3.1 Directors Authorized 4

3.2 Commissions and Discounts 4

3.3 Brokerage 4

3.4 Conditions of Issue 5

3.5 Share Purchase Warrants and Rights 5

PART 4 SHARE REGISTERS

4.1 Central Securities Register 5

4.2 Closing Register 5

PART 5 SHARE TRANSFERS

5.1 Registering Transfers 5

5.2 Waivers of Requirements for Transfer 6

5.3 Form of Instrument of Transfer 6

5.4 Transferor Remains Shareholder 6

5.5 Signing of Instrument of Transfer 7

5.6 Enquiry as to Title Not Required 7

5.7 Transfer Fee 7

PART 6 TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death 7

6.2 Rights of Legal Personal Representative 8

PART 7 ACQUISITION OF COMPANY’S SHARES

7.1 Company Authorized to Purchase or Otherwise Acquire Shares 8

7.2 No Purchase, Redemption or Other Acquisition When Insolvent 8

7.3 Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares 8

PART 8 BORROWING POWERS

8.1 Borrowing Powers 8

PART 9 ALTERATIONS

9.1 Alteration of Authorized Share Structure 9

9.2 Special Rights or Restrictions 10

9.3 Change of Name 10

9.4 Other Alterations 10

PART 10 MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings 10

10.2 Resolution Instead of Annual General Meeting 10

10.3 Calling of Meetings of Shareholders 11

10.4 Notice for Meetings of Shareholders 11

10.5 Record Date for Notice 11

10.6 Record Date for Voting 11

10.7 Failure to Give Notice and Waiver of Notice 12

10.8 Notice of Special Business at Meetings of Shareholders 12

10.9 Notice of Dissent Rights 12

PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business 12

11.2 Special Majority 13

11.3 Quorum 13

11.4 One Shareholder May Constitute Quorum 13

11.5 Persons Entitled to Attend Meeting 13

11.6 Requirement of Quorum 14

11.7 Lack of Quorum 14

11.8 Lack of Quorum at Succeeding Meeting 14

11.9 Chair 14

11.10 Selection of Alternate Chair 14

11.11 Adjournments 15

11.12 Notice of Adjourned Meeting 15

11.13 Decisions by Show of Hands or Poll 15

11.14 Declaration of Result 15

11.15 Motion Need Not be Seconded 15

11.16 Casting Vote 15

11.17 Manner of Taking Poll 16

11.18 Demand for Poll on Adjournment 16

11.19 Chair Must Resolve Dispute 16

11.20 Casting of Votes 16

11.21 No Demand for Poll on Election of Chair 16

11.22 Demand for Poll Not to Prevent Continuance of Meeting 16

11.23 Retention of Ballots and Proxies 16

PART 12 VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares 17

12.2 Votes of Persons in Representative Capacity 17

12.3 Votes by Joint Holders 17

12.4 Legal Personal Representatives as Joint Shareholders 17

12.5 Representative of a Corporate Shareholder 18

12.6 When Proxy Holder Need Not Be Shareholder 18

12.7 When Proxy Provisions Do Not Apply to the Company 19

12.8 Appointment of Proxy Holders 19

12.9 Alternate Proxy Holders 19

12.10 Deposit of Proxy 19

12.11 Validity of Proxy Vote 19

12.12 Form of Proxy 20

12.13 Revocation of Proxy 20

12.14 Revocation of Proxy Must Be Signed 21

12.15 Chair May Determine Validity of Proxy 21

12.16 Production of Evidence of Authority to Vote 21

PART 13 DIRECTORS

13.1 First Directors; Number of Directors 21

13.2 Change in Number of Directors 22

13.3 Directors’ Acts Valid Despite Vacancy 22

13.4 Qualifications of Directors 22

13.5 Remuneration of Directors 22

13.6 Reimbursement of Expenses of Directors 22

13.7 Special Remuneration for Directors 22

13.8 Gratuity, Pension or Allowance on Retirement of Director 23

ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting 23

14.2 Consent to be a Director 23

14.3 Failure to Elect or Appoint Directors 23

14.4 Places of Retiring Directors Not Filled 24

14.5 Directors May Fill Casual Vacancies 24

14.6 Remaining Directors’ Power to Act 24

14.7 Shareholders May Fill Vacancies 24

14.8 Additional Directors 24

14.9 Ceasing to be a Director 25

14.10 Removal of Director by Shareholders 25

14.11 Removal of Director by Directors 25

PART 15 ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director 25

15.2 Notice of Meetings 26

15.3 Alternate for More Than One Director Attending Meetings 26

15.4 Consent Resolutions 26

15.5 Alternate Director Not an Agent 26

15.6 Revocation of Appointment of Alternate Director 26

15.7 Ceasing to be an Alternate Director 26

15.8 Remuneration and Expenses of Alternate Director 27

PART 16 POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management 27

16.2 Appointment of Attorney of Company 27

PART 17 INTERESTS OF DIRECTORS AND OFFICERS

17.1 Obligation to Account for Profits 27

17.2 Restrictions on Voting by Reason of Interest 28

17.3 Interested Director Counted in Quorum 28

17.4 Disclosure of Conflict of Interest or Property 28

17.5 Director Holding Other Office in the Company 28

17.6 No Disqualification 28

17.7 Professional Services by Director or Officer 28

17.8 Director or Officer in Other Corporations 28

PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors 29

18.2 Voting at Meetings 29

18.3 Chair of Meetings 29

18.4 Meetings by Telephone or Other Communications Medium 29

18.5 Calling of Meetings 30

18.6 Notice of Meetings 30

18.7 When Notice Not Required 30

18.8 Meeting Valid Despite Failure to Give Notice 30

18.9 Waiver of Notice of Meetings 30

18.10 Quorum 31

18.11 Validity of Acts Where Appointment Defective 31

18.12 Consent Resolutions in Writing 31

PART 19 EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee 32

19.2 Appointment and Powers of Other Committees 32

19.3 Obligations of Committees 32

19.4 Powers of Board 33

19.5 Committee Meetings 33

PART 20 OFFICERS

20.1 Directors May Appoint Officers 33

20.2 Functions, Duties and Powers of Officers 33

20.3 Qualifications 34

20.4 Remuneration and Terms of Appointment 34

PART 21 INDEMNIFICATION

21.1 Definitions 34

21.2 Mandatory Indemnification of Directors 34

21.3 Permitted Indemnification 35

21.4 Non-Compliance with Business Corporations Act 35

21.5 Company May Purchase Insurance 35

PART 22 DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights 35

22.2 Declaration of Dividends 36

22.3 No Notice Required 36

22.4 Record Date 36

22.5 Manner of Paying Dividend 36

22.6 Settlement of Difficulties 36

22.7 When Dividend Payable 36

22.8 Dividends to be Paid in Accordance with Number of Shares 36

22.9 Receipt by Joint Shareholders 37

22.10 Dividend Bears No Interest 37

22.11 Fractional Dividends 37

22.12 Payment of Dividends 37

22.13 Capitalization of Retained Earnings or Surplus 37

PART 23 ACCOUNTING RECORDS AND AUDITOR

23.1 Recording of Financial Affairs 37

23.2 Inspection of Accounting Records 37

23.3 Remuneration of Auditor 38

PART 24 NOTICES

24.1 Method of Giving Notice 38

24.2 Deemed Receipt 38

24.3 Certificate of Sending 39

24.4 Notice to Joint Shareholders 39

24.5 Notice to Legal Personal Representatives and Trustees 39

24.6 Undelivered Notices 39

PART 25 SEAL

25.1 Who May Attest Seal 40

25.2 Sealing Copies 40

25.3 Mechanical Reproduction of Seal 40

PART 26 PROHIBITIONS

26.1 Definitions 41

26.2 Application 41

26.3 Consent Required for Transfer of Shares or Transfer Restricted Securities 41

Incorporation Number

ARTICLES

B.C. LTD.

(the "Company")

PART 1

INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(1) "appropriate person", has the meaning assigned in the Securities Transfer Act;

(2) "board of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;

(3) "Business Corporations Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(4) "Interpretation Act" means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(5) "legal personal representative" means the personal or other legal representative of a shareholder;

(6) "protected purchaser" has the meaning assigned in the Securities Transfer Act;

(7) "registered address" of a shareholder means the shareholder’s address as recorded

in the central securities register;

(8) "seal" means the seal of the Company, if any;

(9) "Securities Act" means the Securities Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(10) "securities legislation" means statutes concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time, and the blanket rulings and orders, as amended from time to time, issued by the securities commissions or similar regulatory authorities appointed under or pursuant to those statutes;

"Canadian securities legislation" means the securities legislation in any province or territory of Canada and includes the Securities Act; and "U.S. securities legislation" means the securities legislation in the federal jurisdiction of the United States and in any state of the United States and includes the Securities Act of 1933 and the Securities Exchange Act of 1934;

(11) "Securities Transfer Act" means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

PART 2

SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3 Shareholder Entitled to Certificate or Acknowledgment

Unless the shares of which the shareholder is the registered owner are uncertificated shares within the meaning of the Business Corporations Act, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or an acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and

(2) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Destroyed or Wrongfully Taken Certificate

If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a new share certificate, if that person:

(1) so requests before the Company has notice that the share certificate has been acquired by a protected purchaser;

(2) provides the Company with an indemnity bond sufficient in the Company’s judgement to protect the Company from any loss that the Company may suffer by issuing a new certificate; and

(3) satisfies any other reasonable requirements imposed by the directors.

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate.

2.7 Recovery of New Share Certificate

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights under any indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.

2.8 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as represented by the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.9 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.10 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

PART 3

ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(1) consideration is provided to the Company for the issue of the share by one or more of the following:

(a) past services performed for the Company;

(b) property;

(2) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4.1 Central Securities Register

PART 4

SHARE REGISTERS

As required by and subject to the Business Corporations Act, the Company must maintain a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

PART 5

SHARE TRANSFERS

5.1 Registering Transfers

The Company must register a transfer of a share of the Company if either:

(1) the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(a) in the case where the Company has issued a share certificate in respect of the share to be transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

(b) in the case of a share that is not represented by a share certificate (including an uncertificated share within the meaning of the Business Corporations Act and including the case where the Company has issued a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate in respect of the share to be transferred), a written instrument of transfer, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and

(c) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor’s right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser; or

(2) all the preconditions for a transfer of a share under the Securities Transfer Act have been met and the Company is required under the Securities Transfer Act to register the transfer.

5.2 Waivers of Requirements for Transfer

The Company may waive any of the requirements set out in Article 5.1(1) and any of the preconditions referred to in Article 5.1(2).

5.3 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the Company or the transfer agent for the class or series of shares to be transferred.

5.4 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.5 Signing of Instrument of Transfer

If a shareholder or other appropriate person or an agent who has actual authority to act on behalf of that person, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified but share certificates are deposited with the instrument of transfer, all the shares represented by such share certificates:

(1) in the name of the person named as transferee in that instrument of transfer; or

(2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.6 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.7 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

PART 6

TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder’s name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require the original grant of probate or letters of administration or a court certified copy of them or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.

6.2 Rights of Legal Personal Representative

The legal personal representative of a shareholder has the rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, if appropriate evidence of appointment or incumbency within the meaning of the Securities Transfer Act has been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder’s name and the name of another person in joint tenancy.

PART 7

ACQUISITION OF COMPANY’S SHARES

7.1 Company Authorized to Purchase or Otherwise Acquire Shares

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series of shares and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

7.2 No Purchase, Redemption or Other Acquisition When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1) the Company is insolvent; or

(2) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1) is not entitled to vote the share at a meeting of its shareholders;

(2) must not pay a dividend in respect of the share; and

(3) must not make any other distribution in respect of the share.

PART 8

BORROWING POWERS

8.1 Borrowing Powers

The Company, if authorized by the directors, may:

(1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;

(2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate;

(3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

PART 9

ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by directors’ resolution or ordinary resolution, unless an alteration to the Company's Notice of Articles would be required, in which case by ordinary resolution:

(1) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(2) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(3) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(4) if the Company is authorized to issue shares of a class of shares with par value:

(a) decrease the par value of those shares; or

(b) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(5) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(6) alter the identifying name of any of its shares; or

(7) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act;

and, if applicable, alter its Notice of Articles and, if applicable, its Articles, accordingly.

9.2 Special Rights or Restrictions

Subject to the Business Corporations Act, the Company may by ordinary resolution:

(1) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(2) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued;

and alter its Articles and Notice of Articles accordingly.

9.3 Change of Name

The Company may by directors’ resolution or ordinary resolution authorize an alteration to its Notice of Articles in order to change its name.

9.4 Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

PART 10

MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, at any time, call a meeting of shareholders, to be held at such time and at such place, either in or outside British Columbia as may be determined by the directors.

10.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;

(2) otherwise, 10 days.

10.5 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1) if and for so long as the Company is a public company, 21 days;

(2) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.6 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.8 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(1) state the general nature of the special business; and

(2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(a) at the Company’s records office, or at such other reasonably accessible

location in British Columbia as is specified in the notice; and

(b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10.9 Notice of Dissent Rights

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;

(2) otherwise, 10 days.

PART 11

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(2) at an annual general meeting, all business is special business except for the following:

(a) business relating to the conduct of or voting at the meeting;

(b) consideration of any financial statements of the Company presented to the meeting;

(d) the setting or changing of the number of directors;

(e) the election or appointment of directors;

(f) the appointment of an auditor;

(g) the setting of the remuneration of an auditor;

(h) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(i) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights or restrictions attached to the shares of any class or series of shares and to Article 11.4, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(1) the quorum is one person who is, or who represents by proxy, that shareholder, and

(2) that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Persons Entitled to Attend Meeting

In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any),

the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Business Corporations Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1) the chair of the board, if any; or

(2) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to

be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16 Casting Vote

In the case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17 Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(1) the poll must be taken:

(a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(b) in the manner, at the time and at the place that the chair of the meeting directs;

(2) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

(3) the demand for the poll may be withdrawn by the person who demanded it.

11.18 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21 No Demand for Poll on Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of the meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or

proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

PART 12

VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1) any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(2) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.

12.5 Representative of a Corporate Shareholder

If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1) for that purpose, the instrument appointing a representative must be received:

(a) at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

(b) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting;

(2) if a representative is appointed under this Article 12.5:

(a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting;

(3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or

(4) the Company is a public company.

12.7 When Proxy Provisions Do Not Apply to the Company

If and for so long as the Company is a public company, Articles 12.8 to 12.16 apply only insofar as they are not inconsistent with any Canadian securities legislation applicable to the Company, any U.S. securities legislation applicable to the Company or any rules of an exchange on which securities of the Company are listed.

12.8 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.9 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

(2) unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(2) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company] (the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned):

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder - printed]

12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is received:

(1) at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(2) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Chair May Determine Validity of Proxy.

The chair of any meeting of shareholders may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Part 12 as to form, execution, accompanying documentation, time of filing or otherwise, shall be valid for use at the meeting, and any such determination made in good faith shall be final, conclusive and binding upon the meeting.

12.16 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

PART 13

DIRECTORS

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1) subject to paragraphs (2) and (3), the number of directors that is equal to the number

of the Company’s first directors;

(2) if the Company is a public company, the greater of three and the most recently set of:

(a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b) the number of directors set under Article 14.4;

(3) if the Company is not a public company, the most recently set of:

(a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b) the number of directors set under Article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors, subject to Article 14.8, may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors’ Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

PART 14

ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(2) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1) that individual consents to be a director in the manner provided for in the Business Corporations Act;

(2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(3) with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3 Failure to Elect or Appoint Directors

If:

(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3) when his or her successor is elected or appointed; and

(4) when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors’ Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

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Document Metadata

Table of Contents

TRANSACTION AGREEMENT

TRANSACTION AGREEMENT

BETWEEN:

LEAD VENTURES INC.

- and - PALLIATECH, INC.

Dated July 25, 2018

TABLE OF CONTENTS

THIS AGREEMENT dated July 25, 2018 is made

BETWEEN:

LEAD VENTURES INC., a corporation existing under the laws of British Columbia

PALLIATECH, INC., a corporation existing under the laws of Delaware

AND WHEREAS the Parties intend to wind up Amalco after the Effective Time;

AND WHEREAS the Parties wish to make certain representations, warranties, covenants and agreements in connection with the Transaction (as hereinafter defined);

ARTICLE 1 GENERAL

1.1 Defined Terms

1.2 Consolidation, Name Change, Reclassification and Creation of Shares

1.3 Financing of Xxxxx

1.4 Exchange of Subscription Receipts

1.5 The US Merger

1.6 Amalgamation

1.7 Wind Up of Amalco

1.8 U.S. Tax Matters

1.9 Board of Directors and Officers

1.10 LVI Shareholders Consideration

1.11 Treatment of LVI Warrants

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PTI

2.1 Organization and Good Standing

2.3 Litigation and Compliance

2.4 Financial Statements

2.5 Taxes

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF LVI

3.1 Organization and Good Standing

3.2 Consents, Authorizations, and Binding Effect

3.3 Litigation and Compliance

3.4 Public Filings; Financial Statements

3.5 Taxes

3.6 Pension and Other Employee Plans and Agreement

3.7 Labour Relations

3.8 Contracts, Etc.

3.9 Absence of Certain Changes, Etc.

3.10 Subsidiaries

3.11 Capitalization

3.12 Environmental Matters

3.13 Licence and Title

3.14 Indebtedness

3.15 Undisclosed Liabilities

3.16 Due Diligence Investigations

3.17 Brokers

3.18 Anti-Bribery Laws

ARTICLE 4 COVENANTS

4.1 The LVI Meeting

4.2 The LVI Circular

4.3 Regarding the Transaction

4.4 Conduct of Business

4.5 Non-Solicitation

4.6 Access to Information

4.7 Financing Assistance

4.8 Public Communications

4.9 Notice and Cure Provisions

ARTICLE 5

CONDITIONS TO OBLIGATIONS OF LVI

5.1 Conditions Precedent for the Benefit of LVI

CONDITIONS TO OBLIGATIONS OF PTI

6.1 Conditions Precedent for the Benefit of PTI

MUTUAL CONDITIONS PRECEDENT

7.1 Mutual Conditions Precedent

8.1 Closing

ARTICLE 9

TERM AND TERMINATION

9.1 Term

9.2 Termination of this Agreement

9.3 Survival of Representations and Warranties; Limitation

ARTICLE 10 MISCELLANEOUS

10.1 Termination Fees

10.2 Further Actions

10.4 Entire Agreement

10.5 Descriptive Headings

10.6 Notices

10.7 Time of the Essence

10.8 Third Party Beneficiaries

10.9 Injunctive Relief