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Anacortes Mining Corp. — M&A Activity 2023
Jul 19, 2023
47725_rns_2023-07-19_4ffea7bd-90b4-4668-8183-76afed289926.pdf
M&A Activity
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VANCOUVER REGISTRY $JUN$ $2$ 1 2023
ENTERED
SUPREME COURT OF BRITISH COLUMBIA
No. S233598 Vancouver Registry
IN THE SUPREME COURT OF BRITISH COLUMBIA
混ぶ IN THE MATTER OF SECTIONS 288 TO 299 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, CHAPTER 57, AS AMENDED
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IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING ANACORTES MINING CORP. AND STEPPE GOLD LTD.
ANACORTES MINING CORP.
PETITIONER
ORDER MADE AFTER APPLICATION
BEFORE
BEFORE THE HONOURABLE JUSTICE MAYER
June 21, 2023
ON THE APPLICATION of the Petitioner, Anacortes Mining Corp. ("AMC"), pursuant to sections 186 and 288-297 of the Business Corporations Act, S.B.C. 2002, c. 57 ("BCBCA"), coming on for hearing at Vancouver, British Columbia on June 21, 2023; AND ON HEARING Sean Tessarolo, counsel for the Petitioner, AND UPON no one appearing on behalf of the holders of AMC shares (the "AMC Shareholders"), the holders of options to purchase AMC shares (the "AMC Option Holders"), the holders of warrants to purchase AMC shares (the "AMC Warrant Holders"), or any other affected parties: AND UPON READING the Petition to the Court filed May 12, 2023; AND UPON READING the Interim Order of Master Bilawich pronounced on May 16, 2023 (the "Interim Order") AND UPON READING the materials filed herein including the Affidavit #1 of James Currie made May 12, 2023 and the Affidavit #2 of James Currie made June 19, 2023; AND UPON IT APPEARING that notice of the time and place of the hearing of this Petition was given to the AMC Shareholders and the AMC Warrant Holders in accordance with the terms of the Interim Order; AND UPON BEING ADVISED that notice of the time and place of the hearing of this Petition was not given to the AMC Option Holders and AMC's directors, other than James Currie, and auditors in accordance with the terms of the Interim Order but being satisfied that notice, once given, was sufficient; AND UPON IT APPEARING that the terms of the Interim Order were otherwise complied with and the requisite approval of the AMC Shareholders was obtained in accordance with the Interim Order; AND UPON CONSIDERING the fairness to the parties affected thereby of the terms and conditions of the Plan of Arrangement, and of the transactions contemplated by the Plan of Arrangement; and UPON BEING INFORMED that this Order shall serve as the basis for reliance on the exemption.
pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and distribution of securities of Steppe Gold Ltd. ("Steppe") pursuant to the Plan of Arrangement, as applicable,
THIS COURT ORDERS AND DECLARES THAT:
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- All definitions used in this Order shall have the meanings ascribed thereto in the Petition;
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- The Arrangement as set forth in the Plan of Arrangement, a copy of which is attached hereto as Schedule "A", shall be and is hereby approved.
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- The Arrangement set forth in the Plan of Arrangement, including the terms and conditions thereof, is procedurally and substantively fair and reasonable to those affected by it.
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- The Arrangement shall be implemented in the manner and sequence set forth in the Plan of Arrangement, and pursuant to sections 291, 292 and 296 of the BCBCA, the Arrangement will take effect as of the Effective Time (as defined in the Plan of Arrangement).
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- The Arrangement as set forth in the Plan of Arrangement shall be binding upon AMC and those affected by it.
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- AMC and Steppe shall be entitled to seek the advice and direction of this Court as to the implementation of this Order or to apply for such further Order or Orders as may be appropriate.
THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:
(signed) Sean Tessarolo
Signature of Lawyer for the Petitioner, Anacortes Mining Corp.
Sean Tessarolo
BY THE COURT
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SCHEDULE A
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PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)
ARTICLE 1 DEFINITIONS AND INTERPRETATION
$1.1$ Definitions
Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined have the meanings ascribed thereto in the Arrangement Agreement and the following terms have the following meanings (and grammatical variations of such terms have corresponding meanings):
- $(a)$ "Arrangement Agreement" means the arrangement agreement dated as of May 5, 2023 between Acquiror and Company, as amended, amended and restated or supplemented in accordance with its terms prior to the Effective Date;
- $(b)$ "Book-Entry Shares" shall mean non-certificated shares represented by book-entry;
- $(c)$ "Company Dissenting Shareholder" means a registered holder of Company Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for their Company Shares, but only in respect of Company Shares in respect of which Dissent Rights are validly exercised and not withdrawn or deemed to have been withdrawn by such holder;
- $(d)$ "Consideration" means 0.4532 of an Acquiror Share for each Company Share;
- $(e)$ "Dissent Rights" has the meaning ascribed thereto in Section 4.1;
- $(f)$ "Dissenting Shareholder" means a registered Company Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder;
- $(g)$ "final proscription date" has the meaning ascribed thereto in Section 5.5;
- $(h)$ "Former Company Shareholders" means the persons which held Company Shares immediately prior to the Effective Time (including persons to whom Company Shares are issued upon the deemed exercise of In-the-Money Options pursuant to Section 3.1(b)). other than any Company Dissenting Shareholder properly exercising Dissent Rights, the Acquiror, and any other affiliate of Acquiror;
- $(i)$ "In-the-Money Option" means each Company Option in respect of which the number of Option Shares is a positive number;
- "Liability" means, in respect of any person, any debt, liability or obligation of any kind or $(i)$ nature whatsoever, including: (i) 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; (ii)
any right against such person to an equitable remedy for breach of performance, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);
- $(k)$ "Option Shares" means, in respect of each unexercised Company Option, that number of Company Shares equal to the quotient obtained by dividing [(A-B) (C)] by (A), where: (A) $=$ \$0.48; (B) = the exercise price of the applicable Company Option; and (C) = the number of Company Shares that would be issuable upon exercise of the vested portion of the applicable option in accordance with the terms of the applicable option if such exercise were by means of a cash exercise of the applicable option;
- "Out-of-the-Money Option" means each Company Option in respect of which the $(1)$ number of Option Shares is a negative number; and
- $(m)$ "U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended.
In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein shall have the same meaning herein as in the BCBCA unless the context otherwise requires.
$1.2$ Interpretation Not Affected by Headings
The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms "this Plan of Arrangement", "hereof", "herein", "hereto", "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.
$1.3$ Number, Gender and Persons
In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of any gender shall include all genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.
$1.4$ Date for any Action
If the date on which any action is required to be taken hereunder is not a business day, such action shall be required to be taken on the next succeeding day which is a business day. Time shall be of the essence in every matter or action contemplated under this Plan of Arrangement.
$1.5$ Statutory References
Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.
1.6 Currency
All references to dollars or to \$ are references to Canadian dollars. In the event that that any amounts are required to be converted from a foreign currency to Canadian dollars or vice versa, such amounts shall be converted using the most recent closing exchange rate of The Bank of Canada available before the relevant calculation date.
ARTICLE 2 ARRANGEMENT AGREEMENT
$2.1$ Arrangement Agreement
This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.
$2.2$ Binding Effect
The Arrangement shall, without any further act of formality required on the part of any person, become effective at and after the Effective Time and shall be binding at or after the times referred to in Section 3.1 upon: (a) Company; (b) Acquiror; (c) the Company Shareholders (including Company Dissenting Shareholders); (d) the holders of the Company Options; (e) the Cancelled Warrant Holders; (f) any transfer agent of the Company; (g) the Depositary; and (h) all other persons, and in each case their respective agents, heirs, executors, administrators and other legal representatives, successors and assigns.
ARTICLE 3 ARRANGEMENT
$3.1$ Arrangement
At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the order set out below without any further authorization, act or formality:
- $(a)$ each Company Share held by a Company Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to the Acquiror, and the Company shall thereupon be obliged to pay the amount therefor determined and payable in accordance with ARTICLE 4 hereof, and: (i) the name of such holder shall be removed from the central securities register maintained by or on behalf of Company as a holder of Company Shares and the Acquiror shall be recorded as the registered holder of the Company Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any Liens; and (ii) such Company Dissenting Shareholders will cease to have any rights as Company Shareholders other than the right to be paid the fair value for their Company Shares by the Company;
- $(b)$ each In-the-Money Option that is outstanding immediately prior to the Effective Time, shall: (i) in respect of the vested portion of such option, without any further action on
behalf of any holder of such In-the-Money Option and without any payment by such holder be deemed to have been fully exercised (but only with respect to the vested portion of the option) and the Company shall be deemed to have issued the Option Shares relating to such In-the-Money Option as fully-paid and non-assessable Company Shares and the holder of such in-the-Money Option shall become the holder of the Company Shares comprising such Company Shares and the central securities register of the Company shall be revised accordingly, but such holder shall not be entitled to receive a share certificate or other document representing such Company Shares, and (ii) in respect of any unvested portion of such option, the option shall be cancelled without payment to the holder thereof and neither the Company nor the Acquiror shall have any Liability with respect to such unvested portion of the applicable option;
- $(c)$ each Out-of-the-Money Option that is outstanding immediately prior to the Effective Time (whether vested or unvested), shall, without any further action on behalf of any holder of such Out-of-the-Money Option, be cancelled without payment to any holder thereof and neither the Company nor the Acquiror shall have any Liability with respect to such Out-of-the-Money Option;
- $(d)$ each Cancelled Warrant outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of the Cancelled Warrant Holder, be deemed to be cancelled in exchange for the applicable Warrant Consideration; and
- $(e)$ each Company Share outstanding immediately prior to the Effective Time (other than Company Shares held by Dissenting Shareholders) and each Company Share issued under Section 3.1(b) shall be transferred by the holders thereof to the Acquiror in exchange for the Consideration and the name of such holder shall be removed from the register of holders of Company Shares and added to the register of holders of Acquiror Shares and the Acquiror shall be recorded as the registered holder of the Company Shares so exchanged and shall be deemed to be the legal and beneficial owner thereof, free and clear of any Liens.
The exchanges and cancellations provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.
$3.2$ Post-Effective Time Procedures
$(a)$ On the Effective Date, Acquiror shall deliver or arrange to be delivered to the Depositary certificates or their electronic equivalent representing the Acquiror Shares required to be issued to Former Company Shareholders in accordance with the provisions of Section 3.1 hereof, which certificates shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of ARTICLE 5 hereof.
$3.3$ No Fractional Acquiror Shares and Rounding of Cash Consideration
No fractional Acquiror Shares shall be issued to Former Company Shareholders. The $(a)$ number of Acquiror Shares to be issued to Former Company Shareholders shall be rounded down to the nearest whole number of Acquiror Shares in accordance with the $D-6$
BCBCA (with no compensation in lieu of such fractional share) in the event that a Former Company Shareholder is entitled to a fractional share.
$(b)$ If the aggregate cash amount which a Cancelled Warrant Holder is entitled to receive pursuant to Section 3.1(d) would otherwise include a fraction of \$0.01, then the aggregate cash amount to which such Cancelled Warrant Holder shall be entitled to receive shall be rounded up to the nearest whole \$0.01.
$3.4$ U.S. Securities Laws
The Arrangement shall be structured such that, assuming the Final Order is obtained, the issuance of securities under the Arrangement is expected to not require registration under the U.S. Securities Act, and the rules and regulations promulgated thereunder, in reliance on the Section 3(a)(10) Exemption.
ARTICLE 4 DISSENT RIGHTS
$4.1$ Dissent Rights
- $(a)$ Registered holders of Company Shares may exercise rights of dissent under Division 2 of Part 8 of the BCBCA, as modified by this ARTICLE 4, the Interim Order and the Final Order ("Dissent Rights"), with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent to the Arrangement Resolution contemplated by section 242 of the BCBCA must be received by the Company not later than 5:00 p.m. (Vancouver time) two business days immediately preceding the date of the Company Meeting or any date to which the Company Meeting may be postponed or adjourned.
- $(b)$ Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Company Shares held by them to the Acquiror as provided in Section $3.1(a)$ , and if they
- are ultimately entitled to be paid fair value for such Company Shares, shall be $(i)$ entitled to be paid the fair value of such Company Shares by the Company, which fair value, notwithstanding anything to the contrary in section 242 of the BCBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares; or
- $(ii)$ are ultimately not entitled, for any reason, to be paid the fair value for such Company Shares, shall be deemed to have participated in the Arrangement on the same basis as Company Shareholders who have not exercised Dissent Rights in respect of such Company Shares and shall be entitled to receive the Consideration to which Company Shareholders who have not exercised Dissent Rights are entitled under Section.
$4.2$ Recognition of Dissenting Shareholders
- $(a)$ In addition to any other restrictions set forth in the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Option Holders; (ii) Company Warrant Holders; and (iii) Company Shareholders who vote, or have instructed a proxyholder to vote, their Company Shares in favour of the Arrangement Resolution.
- $(b)$ In no case shall the Acquiror, the Company, the Depositary, the registrar and transfer agent in respect of the Company Shares or any other person be required to recognize Company Shareholders who purport to exercise Dissent Rights as holders of Company Shares after the time that is immediately prior to the Effective Time, and the names of such Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders Company Shares at the Effective Time.
- $(c)$ In no case shall the Acquiror, the Company or any other person be required to recognize a person exercising Dissent Rights, unless such person was, as applicable, the registered holder of those Company Shares on the record date for the Company Meeting in respect of which such Dissent Rights are sought to be exercised.
ARTICLE 5 DELIVERY OF ACQUIROR SHARES
$5.1$ Delivery of Acquiror Shares
- $(a)$ Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Company Shares that were exchanged for Acquiror Shares in accordance with Section 3.1 hereof, together with such other documents and instruments as would have been required to effect the transfer of such Company Shares formerly represented by such certificate under the BCBCA and the articles of Company and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the Acquiror Shares that such holder is entitled to receive in accordance with Section 3.1 hereof. Upon receipt of a customary "agent's message" by the Depositary with respect to Book-Entry Shares that were exchanged for Acquiror Shares in accordance with Section 3.1, together with such other documents and instruments as would have been required to effect the transfer of such Company Shares formerly represented by such certificate under the BCBCA and the articles of Company and such additional documents and instruments as the Depositary may reasonably require, and the Depositary shall deliver to such holder following the Effective Time, the Acquiror Shares that such holder is entitled to receive in accordance with Section 3.1 hereof.
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$(b)$ The Company shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of the Cancelled Warrant Holders, the aggregate cash amount required for the payments in respect of the Cancelled Warrants pursuant to Section $3.1(d)$ .
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$(c)$ Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Cancelled Warrants, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Depositary shall deliver to the applicable Cancelled Warrant Holder, as soon as practicable (in each case, less any amounts withheld pursuant to Section 5.4) a cheque (or other form of immediately available funds) representing the cash amount that such Cancelled Warrant Holder is entitled to receive under the Arrangement.
- $(d)$ After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(a) hereof, each certificate that immediately prior to the Effective Time represented one or more Company Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the Acquiror Shares in accordance with Section 3.1 hereof.
$5.2$ Lost Certificates
In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding Company Shares that were exchanged for Acquiror Shares in accordance with Section 3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate representing the Acquiror Shares that such holder is entitled to receive in accordance with Section 3.1 hereof. When authorizing such delivery of a certificate representing the Acquiror Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, such holder shall, as a condition precedent to the delivery of such Acquiror Shares, give a bond satisfactory to Acquiror and the Depositary in such amount as Acquiror and the Depositary may direct, or otherwise indemnify Acquiror and the Depositary in a manner satisfactory to Acquiror and the Depositary, against any claim that may be made against Acquiror or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of Company.
$5.3$ Distributions with Respect to Certificates not Surrendered
No dividend or other distribution declared or made after the Effective Time with respect to Acquiror Shares with a record date after the Effective Time shall be delivered to the holder of any certificate that has not been surrendered by the holder thereof and that, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2 hereof. Subject to applicable Law and to Section 5.4 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the Acquiror Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Acquiror Shares.
$5.4$ Withholding Rights
Company, Acquiror and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any person hereunder and from all dividends or other distributions otherwise payable to any Former Company Shareholders under this Plan of Arrangement (including any payment to Company Dissenting Shareholders) such amounts as Company, Acquiror or the Depositary may be required or permitted to deduct and withhold therefrom under any provision of applicable Laws in respect of Tax, including under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Company, Acquiror or the Depositary, as the case may be. For the purposes hereof, to the extent that such amounts are so deducted and withheld, all such deducted or withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person to whom such amounts would otherwise have been paid hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of Company, Acquiror or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Acquiror Shares to which any such person may otherwise be entitled under this Plan of Arrangement on behalf of such person to satisfy such person's tax liability, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.
$5.5$ Limitation and Proscription
To the extent that a Former Company Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 hereof on or before the date that is six years after the Effective Date (the "final proscription date"), then the Acquiror Shares that such Former Company Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such Acquiror Shares shall be delivered to Acquiror by the Depositary and the share certificates shall be cancelled by Acquiror, and the interest of the Former Company Shareholder in such Acquiror Shares to which it was entitled shall be terminated as of such final proscription date. Any payment made by way of cheque pursuant to this Plan of Arrangement that remains unclaimed on or before the final proscription date and any right or claim to payment under this Plan of Arrangement that remains outstanding on the final proscription date shall cease to represent a right or claim of any kind or nature and the right of any affected security holder to receive the consideration for any affected securities pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Acquiror (or the Company, as applicable) for no consideration.
$5.6$ No Additional Consideration
No Former Company Shareholder shall be entitled to receive any consideration or entitlement with respect to any Company Shares, other than any consideration or entitlement to which such holder is entitled to receive in accordance with Section 3.1 and the other terms of this Plan of Arrangement and, for greater certainty, no such holder with be entitled to receive any interest, dividends, premium or other payment in connection therewith.
$5.7$ Paramountcy
From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all rights related to Company Shares, Company Options and Company Warrants issued and outstanding immediately prior to the Effective Time; (b) the rights and obligations of Company, Acquiror, the Company Shareholders (including Company Dissenting Shareholders), the holders of any Company Convertible Securities, any transfer agent therefor, and the Depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.
ARTICLE 6 AMENDMENTS
$6.1$ Amendments to Plan of Arrangement
- $(a)$ Company and Acquiror reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be: (i) set out in writing; (ii) agreed to in writing by Company and Acquiror; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and; (iv) communicated to holders or former holders of Company Shares, Company Options and Company Warrants if and as required by the Court.
- $(b)$ Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Company at any time prior to the Company Meeting provided that Acquiror shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), as applicable, shall become part of this Plan of Arrangement for all purposes.
- $(c)$ Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Company Meeting shall be effective only if: (i) it is consented to in writing by each of Company and Acquiror; and (ii) if required by the Court, it is consented to by Company Shareholders voting in the manner directed by the Court.
- $(d)$ Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by Acquiror provided that it concerns a matter which, in the reasonable opinion of Acquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to any Cancelled Warrant Holder or Former Company Shareholder.
$6.2$ Further Assurances
Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.
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