ARRANGEMENT AGREEMENT

BETWEEN

NEW WORLD RESOURCE CORP.

AND

PERIMETER MEDICAL IMAGING, INC.

AMENDED AND RESTATED AS OF

22 APRIL 2020

1.1	Definitions. 1
1.2	Interpretation Not Affected by Headings, etc. 9
1.3	Other Definitional and Interpretive Provision. 9
1.4	Number, etc. 10
1.5	Date for Any Action. 10
1.6	Time References. 10
1.7	Entire Agreement. 10
1.8	Currency. 10
1.9	Accounting Matters. 10
1.10	References to Legislation. 10
1.11	Enforceability. 10
1.12	No Contra Preferentem Rule. 10
1.13	Schedules. 10

2.1	Plan of Arrangement. 11
2.2	New World Approval. 11
2.3	Perimeter Approval. 11
2.4	Obligations of New World 11
2.5	Obligations of Perimeter 13
2.6	Interim Order 15
2.7	Effective Date. 17
2.8	Treatment of Incentive Plans 17
2.9	Employees. 17
2.10	Board of Directors of Amalco. 17
2.11	Executive Management Team of Amalco 17
2.12	Indemnities and Directors' and Officers' Insurance. 17
2.13	Withholding Taxes 18
2.14	U.S. Securities Laws. 18
2.15	U.S. Tax Matters. 18
2.16	Perimeter Continuance 19

3.1	Covenants of New World. 19
3.2	Covenants of Perimeter. 23
3.3	Mutual Covenants Regarding the Arrangement. 26
3.4	New World's Covenants Regarding Non-Solicitation 26
3.5	Access to Information 30
3.6	Confidentiality 31

4.1	Representations and Warranties of New World. 31
4.2	Representations and Warranties of Perimeter. 40
4.3	Privacy Issues 49

5.1	Mutual Conditions Precedent. 51
5.2	Additional Conditions to Obligations of New World. 52
5.3	Additional Conditions to Obligations of Perimeter. 53

5.4	Notice and Effect of Failure to Comply with Conditions 55
5.5	Satisfaction of Conditions. 55

6.1	Perimeter Damages. 55
6.2	New World Damages. 56
6.3	Liquidated Damages. 57

7.1	Termination. 57
7.2	Enforcement. 58
7.3	Return of Materials. 58

8.1	Notices 59
8.2	Amendment. 59
8.3	Binding Effect. 60
8.4	Assignment and Enurement. 60
8.5	Disclosure. 60
8.6	Severability. 60
8.7	Costs and Expenses. 60
8.8	Further Assurances. 60
8.9	Time of Essence. 60
8.10	Governing Law. 61
8.11	Third Party Beneficiaries. 61
8.12	Waiver. 61
8.13	Counterparts. 61

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated effective as of 3 June 2019 and amended and restated as of 22 April 2020.

BY AND BETWEEN:

NEW WORLD RESOURCE CORP., a corporation existing under the laws of the Province of British Columbia ("New World"),

and

PERIMETER MEDICAL IMAGING, INC., a corporation existing under the laws of the Province of Ontario ("Perimeter"), to be continued as a British Columbia corporation.

WHEREAS the board of directors of each of New World and Perimeter has determined that it would be in the best interests of New World and Perimeter, respectively, to combine on the terms and subject to the conditions in this Agreement;

AND WHEREAS such acquisition and amalgamation and other matters contemplated by the Plan of Arrangement are proposed to be completed pursuant to a plan of arrangement and in compliance with the provisions of British Columbia's Business Corporations Act, SBC 2002, c57 (the "BCBCA");

AND WHEREAS the Parties hereto have previously entered into an arrangement agreement dated 3 June 2019 (the "Original Agreement") and an amended and restated arrangement agreement dated 29 November 2019 to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for (the "Transactions");

AND WHEREAS concurrent with the execution of the Original Agreement certain shareholders of Perimeter agreed to vote in favor of the Transactions pursuant to the Perimeter Support Agreements (as defined herein) and certain shareholders of New World agreed to vote in favor of the Transactions pursuant to the New World Support Agreements (as defined herein);

AND WHEREAS shareholders of Perimeter affiliated with Roadmap Capital, Inc., an Ontario corporation ("Roadmap"), and Roadmap entered into a Primary Investor Agreement (as defined herein) with Perimeter which will contain trading restrictions with respect to Amalco Common Shares to be issued in the Transactions and will also provide for certain investor rights in favour of Roadmap;

AND WHEREAS the Parties wish to amend, and solely for convenience, restate the Original Agreement and any preceding amendments in their entirety pursuant to the terms and conditions of this amended and restated arrangement agreement;

AND WHEREAS as of the date hereof, this amended and restated arrangement agreement shall supersede and replace the Original Agreement and any preceding amendments as provided herein; and

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties hereto do hereby covenant and agree as follows:

1. INTERPRETATION

1.1 Definitions.

In this Agreement, unless there is something in the context or subject matter inconsistent therewith, the following defined terms have the meanings hereinafter set forth:

(a) "Acquisition Proposal" means, other than the Transactions and any transaction involving Perimeter and/or one or more of its wholly-owned subsidiaries, any inquiry or the making of any proposal to New World or the New World Shareholders from any person or group of persons "acting jointly or in concert" (within the meaning of Multilateral Instrument 62-104-Take-Over Bids and Issuer Bids) (other than New World or any person acting jointly or in concert with New World), whether or not subject to due diligence or other conditions and whether oral or in writing, which constitutes, or may reasonably be expected to lead to (in either case whether in one transaction or a series of transactions): (i) an acquisition from New World or the New World Shareholders of any of the securities of New World that, when taken together with the securities of New World held by the proposed acquiror, and any person acting jointly or in concert with the acquiror, would constitute 20% or more of the voting securities of New World; (ii) any acquisition of all or a substantial portion of the assets of New World (for certainty, a substantial portion shall include an acquisition of 20% or more of the consolidated assets of New World, or assets the sale of which would decrease New World's consolidated revenues or cash flows by 20% or more); (iii) an amalgamation, arrangement, merger, combination, or consolidation involving New World; (iv) any take-over bid, issuer bid, exchange offer, recapitalization, liquidation, dissolution, reorganization or similar transaction involving New World; or (v) any other transaction, the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the Transactions or which would or could reasonably be expected to materially reduce the benefits to Perimeter pursuant to the Arrangement; except that for the purpose of the definition of "Superior Proposal" below, the references in the definition of "Acquisition Proposal" to "20% or more of the outstanding voting securities" shall be deemed to be references to all of the outstanding voting securities", and the references to "a substantial portion of the assets" shall be deemed to be references to "all or substantially all of the assets", in each case excluding a Permitted Transaction;
(b) "affiliate" has the meaning set forth in the Securities Act;
(c) "Agreement", "herein", "hereof", "hereto", "hereunder" and similar expressions mean and refer to this amended and restated arrangement agreement (including the schedules hereto) as supplemented, modified, amended or amended and restated, and not to any particular article, section, schedule or other portion hereof;
(d) "Amalco" means the corporation resulting from the amalgamation of New World and Perimeter pursuant to the Arrangement;
(e) "Amalco Common Shares" means the common shares in the capital of Amalco immediately following the Effective Time;
(f) "Arrangement" means the arrangement, pursuant to Part 9, Division 5 of the BCBCA, all on the terms and conditions set forth in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order;
(g) "Business Day" means a day other than a Saturday, Sunday or other than a day when banks in the cities of Vancouver, British Columbia and Toronto, Ontario are not generally open for business;
(h) "Canadian Securities Administrators" means the securities commission or other securities regulatory authority of each province in which New World is a reporting issuer;
(i) "Canadian Securities Laws" means the securities legislation or ordinance and regulations thereunder of each province of Canada in which New World is a reporting issuer and the rules, instruments, published policies and orders of each applicable Canadian Securities Administrator made thereunder;
(j) "Closing Balance Sheet" has the meaning given to it in Section 2.4(f);
(k) "Concurrent Financing" means the offering by way of private placement of Perimeter Common Shares, Amalco Common Shares or securities convertible into Perimeter Common Shares or Amalco Common Shares or any combination thereof, for aggregate gross proceeds of a minimum of $3.0 million at a subscription price per security that shall not result in a reduction to the Perimeter Exchange Ratio or such lower subscription price as may be agreed to by Perimeter and New World in writing.
(l) "Confidential Information" means all information concerning a Party that is furnished to the other Party or any of its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by the furnishing Party or any of its Representatives to the Receiving Party or any of its Representatives, together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based thereon prepared by the receiving Party or any of its Representatives. Notwithstanding the foregoing, the term "Confidential Information" does not include information which the receiving Party can demonstrate (i) was rightfully in the possession of the receiving Party prior to disclosure by the Furnishing Party; (ii) was or is independently developed by the receiving Party without use of the Confidential Information; (iii) is now, or hereafter becomes, available to the public other than as a result of disclosure prohibited by this Agreement; (iv) becomes available to the receiving Party or any of its Representatives on a non-confidential basis from a source other than the furnishing Party or any of its Representatives and such source is not, to the knowledge of the receiving Party following reasonable inquiry, under any obligation to the furnishing Party or any of its Representatives to keep such information confidential; or (v) is disclosed as provided in Section 3.63.6(b).
(m) "Contaminant" means any asbestos, asbestos containing materials or urea formaldehyde, petroleum, petroleum products, hydrocarbons, polychlorinated biphenyls ("PCBs"), PCBcontaining equipment or materials, mould, lead, pollutants, substances of a deleterious, dangerous, hazardous, corrosive or toxic nature, dangerous goods, special or hazardous waste, or any other substance, odor, noise or radiation that is regulated under any applicable Environmental Laws with respect to its presence, use, collection, storage, Release, transportation, treatment, recycling or disposal or that may impair the natural environment, the health of any individual, property or plant and animal life;
(n) "Continuance" means the proposed continuance of Perimeter out of the jurisdiction of Ontario under the OBCA and into the jurisdiction of British Columbia under the BCBCA, such continuance to occur prior to the Effective Time;
(o) "Court" means the Supreme Court of British Columbia;
(p) "Disclosed Personal Information" has the meaning given to it in Section 4.3(a);
(q) "Dissent Rights" means either or both of the New World Dissent Rights and the Perimeter Dissent Rights;
(r) "Effective Date" means the date the Arrangement becomes effective under the BCBCA as set out in Section 2.7;
(s) "Effective Time" means the time on the Effective Date when the Arrangement becomes effective under the BCBCA as set out in the Plan of Arrangement;
(t) "Encumbrance" means any mortgage, hypothec, prior claim, lien, pledge, assignment for security, security interest, guarantee, right of third parties or other charge, encumbrance, or any collateral securing the payment obligations of any person, as well as any other agreement or arrangement with any similar effect whatsoever;
(u) "Environmental Laws" has the meaning given to it in Section 4.1(ff);
(v) "Environmental Permits" has the meaning given to it in Section 4.1(gg);
(w) "ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended;
(x) "Fairness Opinion" means the opinion of the Financial Advisors to the effect that, as of the date of such opinion based on and subject to the assumptions, limitations and qualifications set forth therein, the Amalco Common Shares to be received by the New World Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the New World Shareholders;
(y) "Final Order" means the final order of the Court approving the Arrangement pursuant to Section 291(4) of the BCBCA, as such order may be affirmed, amended or modified by the Court or any other court of competent jurisdiction at any time prior to the Effective Date, or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed, amended or modified on appeal;
(z) "Financial Advisors" means Evans & Evans, Inc.
(aa) "GAAP" means generally accepted accounting principles in Canada from time to time including, for the avoidance of doubt, the standards prescribed in Part I of the CPA Canada Handbook - Accounting (International Financial Reporting Standards) as the same may be amended, supplemented or replaced from time to time;
(bb) "Governmental Authority" means the government of any country, province, state, county, territory, municipality or other political subdivision thereof, or any government, quasi-government, administrative or regulatory authority (including the TSX-V), agency, board, body, commission, instrumentality, court or tribunal or any central bank (or similar monetary or regulatory authority) thereof, any tax authority, any ministry or department or agency of the foregoing or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any of the foregoing;
(cc) "Intellectual Property" means domestic and foreign: (i) patents, applications for patents and reissues, re-examinations, divisionals, continuations, renewals, extensions and continuations in part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) integrated circuit, topographies, integrated circuit topography registrations and applications, mask works, mask work registrations and applications for mask work registrations; (v) industrial designs, industrial designation registrations and applications, designs, design registrations and design registration applications; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trademarks, trademark registrations, trademark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) intellectual property rights in Software; and (viii) any other intellectual property and industrial property;
(dd) "Interim Order" means the interim order of the Court concerning the Arrangement pursuant to Section 291(2) of the BCBCA containing declarations and directions with respect to the Arrangement and the holding of the New World Meeting and the Perimeter Meeting, as such order may be affirmed, amended or modified by the Court or any other court of competent jurisdiction;
(ee) "Joint Information Circular" means the notice of the New World Meeting, the notice of the

Perimeter Meeting and the joint management proxy circular of New World and Perimeter, including all schedules, appendices and exhibits to, and information incorporated by reference in, to be sent to the New World Shareholders in connection with the New World Meeting and to the Perimeter Shareholders in connection with the Perimeter Meeting, together with any amendments thereto or supplements thereof;

(ff) "Laws" means all laws, including the common law, by-laws, statutes, rules, regulations, principles of law, orders, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other requirements and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Authorities or self-regulatory authority and the term "applicable" with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;
(gg) "Matching Period" has the meaning given to it in Section 3.4(c);
(hh) "Material Adverse Change" or "Material Adverse Effect" means, with respect to any Party, any fact or state of facts, circumstance, effect, occurrence or event that individually or in the aggregate is, or would reasonably be expected to be, material and adverse to the business, operations, capitalization, condition (financial or otherwise), assets, liabilities (contingent or otherwise), results of operation, cash flows or prospects of such Party and its subsidiaries (taken as a whole), other than any fact or state of facts, circumstance, effect, occurrence or event relating to or resulting from: (i) general economic, financial, currency exchange, securities and credit market conditions or commodity prices in Canada, the U.S. or elsewhere; (ii) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism); (iii) any change in generally accepted accounting principles; (iv) any natural disaster; (v) the failure of any Party to meet any internal or published projections, forecasts or estimates, of revenues, earnings, cash flows, utilization rates or other matters (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred); or (vi) any changes or effects arising, directly or indirectly, from this Agreement or the Transactions, including any public announcement of the foregoing, or consented to or approved in writing by the other Party and all changes or effects occurring as a direct result thereof; provided, however, that (A) the effect or change referred to in clauses (i), (ii) or (iii) above does not primarily relate only to (or have the effect of primarily relating only to) such Party and its subsidiaries, taken as a whole, or disproportionately affect such Party and its subsidiaries, taken as a whole, in which case the relevant exclusion from these definitions of "Material Adverse Change" and "Material Adverse Effect" referred to in clauses (i), (ii) and (iii) above will not be applicable, and (B) references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for the purposes of determining whether a "Material Adverse Change" or "Material Adverse Effect" has occurred;
(ii) "material change" and "material fact" have the meanings set forth in the Securities Act;
(jj) "misrepresentation" has the meaning set forth in the Securities Act;
(kk) "Nano One Shares" means all the common shares of Nano One Materials Corp. held by New World;
(ll) "New World Amended Option Plan" means the equity compensation plan in the form to be attached to the Joint Information Circular permitting Amalco to grant options to purchase Amalco Common Shares in a form provided by Perimeter;
(mm) "New World Amended Option Plan Resolution" means an ordinary resolution to be voted on by the New World Shareholders at the New World Meeting adopting the New World Amended Option Plan, substantially in the form of Schedule "E" hereto;
(nn) "New World Arrangement Resolution" means a special resolution to be voted on by the New World Shareholders at the New World Meeting, substantially in the form of Schedule "B" hereto;
(oo) "New World Board" means the board of directors of New World as it may be comprised from time to time;
(pp) "New World Board Recommendation" has the meaning given to it in Section 2.4(c);
(qq) "New World Common Shares" means the common shares in the capital of New World;
(rr) "New World Damages Event" has the meaning given to it in Section 6.1**;**
(ss) "New World Dissent Rights" means the right of a registered holder of New World Common Shares to dissent to the New World Arrangement Resolution and to be paid the fair value of the New World Common Shares granted pursuant to the Interim Order, in accordance with the BCBCA (as modified by the Interim Order), the Interim Order and Article 4 of the Plan of Arrangement, as applicable;
(tt) "New World Financial Statements" means the financial statements of New World (and, if applicable, its subsidiaries), including all notes thereto and auditor's reports thereon, included in the New World Public Documents;
(uu) "New World Information" means all information provided by or approved by New World for inclusion in the Joint Information Circular describing New World and its business, operations and affairs;
(vv) "New World Meeting" means the annual and special meeting of New World Shareholders to be held to consider the New World Arrangement Resolution and related matters, and any adjournments thereof;
(ww) "New World Public Documents" means all information filed by New World after 1 January 2017 with any securities commission or similar regulatory authority in compliance, or intended compliance, with any applicable Laws which is available for public viewing on the SEDAR website at www.sedar.com under New World's profile;
(xx) "New World Shareholders" means the holders from time to time of New World Common Shares, collectively or individually, as the context requires;
(yy) "New World Subsidiaries" means New World Resource Bolivia S.A., a Bolivian corporation, and New World Resource US, Inc., a Nevada corporation.
(zz) "New World Support Agreement" means the voting support agreements (including all amendments thereto) between New World and certain New World Shareholders listed in Schedule "F";
(aaa) "OBCA" means Ontario's Business Corporations Act, R.S.O. 1990, Ch. B. 16;
(bbb) "Original Agreement" has the meaning given in the recitals;
(ccc) "Outside Date" means 31 December 2020 or such other date as may be agreed to in writing by the Parties;
(ddd) "Parties" means, collectively, New World and Perimeter and "Party" means any one of them;
(eee) "Perimeter Arrangement Resolution" means a special resolution to be voted on by the Perimeter Shareholders at the Perimeter Meeting, substantially in the form of Schedule "C" hereto;
(fff) "Perimeter Board" means the board of directors of Perimeter as it may be comprised from time to time;
(ggg) "Perimeter Board Recommendation" has the meaning given to it in Section 2.5(c);
(hhh) "Perimeter Continuance Resolution" means the special resolution to approve the Continuance to be voted on by the Perimeter Shareholders at the Perimeter Meeting, substantially in the form of Schedule "D" hereto;
(iii) "Perimeter Common Shares" means the common shares in the capital of Perimeter;
(jjj) "Perimeter Damages Event" has the meaning given to it in Section 6.2;
(kkk) "Perimeter Debentures" means the senior secured debentures issued by Perimeter;
(lll) "Perimeter Disclosure Letter" means the disclosure letter dated the date of the Original Agreement and delivered by Perimeter to New World with this Agreement;
(mmm) "Perimeter Dissent Rights" means the right of a registered holder of Perimeter Common Shares to dissent to the Perimeter Continuance Resolution or the Perimeter Arrangement Resolution and to be paid the fair value of the Perimeter Common Shares granted pursuant to the Interim Order, all in accordance with OBCA, the BCBCA (as modified by the Interim Order), the Interim Order and Article 4 of the Plan of Arrangement, as applicable;
(nnn) "Perimeter Equity Plan" means the 2013 stock option plan of Perimeter, as amended;
(ooo) "Perimeter Exchange Ratio" has the meaning given to it in the Plan of Arrangement;
(ppp) "Perimeter Financial Statements" means the unaudited consolidated financial statements of Perimeter included in the Perimeter Disclosure Letter. For the avoidance of doubt, Perimeter will revise such financial statements to comply with GAAP for inclusion in the Joint Information Circular;
(qqq) "Perimeter Information" means all information provided by or approved by Perimeter for inclusion in the Joint Information Circular describing Perimeter and its business, operations and affairs;
(rrr) "Perimeter Meeting" means the annual and special meeting of Perimeter Shareholders to be held to consider the Perimeter Continuance Resolution and the Perimeter Arrangement Resolution and related matters, and any adjournments thereof;
(sss) "Perimeter Options" means the outstanding stock options, whether or not vested, to acquire Perimeter Common Shares granted pursuant to the Perimeter Equity Plan or otherwise;
(ttt) "Perimeter Shareholders" means the holders from time to time of Perimeter Common Shares, collectively or individually, as the context requires;
(uuu) "Perimeter Subsidiaries" has the meaning given to it in Section 4.2(b);
(vvv) "Perimeter Support Agreement" means the voting support agreements (including all amendments thereto) between Perimeter and certain Perimeter Shareholders listed in Schedule "F";
(www) "Perimeter Warrants" means the outstanding warrants to acquire Perimeter Common Shares;
(xxx) "Permitted Transactions" means (i) the sale of all or any part of the common shares of Nano One Materials Corp. held by New World (the "Nano One Shares"); or (ii) the sale of 100% of New World's interest in any New World Subsidiary, provided that in any case: (y) New World provides Perimeter with information in sufficient detail to permit Perimeter to form a reasoned judgment concerning any potential sale of the Nano One Shares or a New World Subsidiary; and (z) New World obtains the prior consent of Perimeter for any sale of the Nano One Shares or a New World Subsidiary, such consent not to be unreasonably withheld or delayed;
(yyy) "person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, governmental entity, syndicate or other entity, whether or not having legal status;
(zzz) "Plan of Arrangement" means the plan of arrangement (including the appendices thereto) in the form set out in Schedule "A" to this Agreement as amended or supplemented from time to time in accordance with Article 6 thereof and Section 8.2 hereof or made at the direction of the Court in the Final Order;
(aaaa) "Primary Investor Agreement" means the primary investor agreement entered into between Perimeter and Roadmap and its affiliates on or about the date of the Original Agreement and effective at the Effective Time;
(bbbb) "Prime Rate" for any day means the rate of interest expressed as a rate per annum that the Royal Bank of Canada establishes from time to time at its head office in Toronto as the reference rate of interest that it will charge on that day for Canadian dollar demand loans to its customers in Canada and which it at present refers to as its prime rate;
(cccc) "Registrar" has the meaning given to it in Section 1(1) of the BCBCA;
(dddd) "Release" means any intentional or unintentional release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, dumping, pouring, emanation or migration of any Contaminant in, into, onto, or through any surface waters, groundwaters, soils, land surface, subsurface strata, ambient air or any other aspect of the environment or within any building, structure, facility or fixture;
(eeee) "Representatives" has the meaning given to it in Section 3.4(a);
(ffff) "Returns" means all written and electronic reports, estimates, elections, designations, forms, declarations of estimated tax, information statements and returns relating to, or required to be filed in connection with, any Taxes;
(gggg) "Reverse Termination Fee" has the meaning given to it in Section 6.2;
(hhhh) "Securities Act" means the Securities Act (British Columbia), R.S.B.C. 1996, c. 418;
(iiii) "Software" means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs;
(jjjj) "subsidiary" has the meaning set forth in the Securities Act;
(kkkk) "Superior Proposal" has the meaning given to it in Section 3.4(b)(vii);
(llll) "Tax Act" means the Income Tax Act (Canada), R.S.C. 1985, c.1 (5th Supp.) as amended, including the regulations promulgated thereunder;
(mmmm) "Taxes" means all taxes, however denominated, including any interest, penalties or other additions that may become payable in respect thereof, imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including, but not limited to, federal income taxes and provincial income taxes), payroll and employee withholding taxes, employment insurance premiums, Canada Pension Plan contributions, social insurance taxes, sales and use taxes, goods and services and harmonized sales taxes, ad valoreum taxes, excise taxes, franchise taxes, gross receipt taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, workers compensation and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which a Party is required to pay, withhold, remit or collect;
(nnnn) "Termination Fee" has the meaning given to it in Section 6.1,
(oooo) "Third Party Beneficiaries" has the meaning given to it in Section 8.11**;**
(pppp) "Transactions" has the meaning given in the recitals;
(qqqq) "TSX-V" means the TSX Venture Exchange;
(rrrr) "U.S." means the United States of America;
(ssss) "U.S. Employment Laws" means applicable U.S. federal, territorial, state, municipal and local Laws directives and decisions rendered by any ministry, department or administrative or regulatory agency relating to employment and employment practices;
(tttt) "U.S. Exchange Act" means the Securities Exchange Act of 1934, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;
(uuuu) "U.S. Tax Code" means the U.S. Internal Revenue Code of 1986, as amended, and all rules, regulations and orders promulgated thereunder; and
(vvvv) "Warrants" means the warrants to be distributed, by New World, on a pro rata basis, at the Effective Time, to New World Shareholders entitling them to purchase Amalco Common Shares.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles, sections, subsections and paragraphs is for convenience of reference only and does not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "herein" and "hereunder" and similar expressions refer to this Agreement (including the schedules and exhibits hereto) and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Other Definitional and Interpretive Provision.

References in this Agreement to the words "include", "includes" or "including" shall unless the context otherwise requires be deemed to be followed by the words "without limitation" whether or not they are in fact followed by those words or words of like import.

1.4 Number, etc.

Words importing the singular number include the plural and vice versa, words importing the use of any gender include all genders, and words importing persons include firms and corporations and vice versa.

1.5 Date for Any Action.

If any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day and a Business Day in the place where an action is required to be taken, such action is required to be taken on the next succeeding day which is a Business Day in such place.

1.6 Time References.

References to time are to local time in Vancouver, British Columbia.

1.7 Entire Agreement.

This Agreement together with the agreements and documents herein and therein referred to, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof including, without limitation, the letter of intent between the Parties, dated 13 March 2019. For greater certainty, the New World Support Agreements, the Perimeter Support Agreements, and the Primary Investor Agreement are separate agreements between the parties thereto and are unaffected by this Section 1.7.

1.8 Currency.

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada.

1.9 Accounting Matters.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under GAAP and all determinations of an accounting nature that are required to be made shall be made in a manner consistent with GAAP.

1.10 References to Legislation.

References in this Agreement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

1.11 Enforceability.

All representations, warranties, covenants and opinions in or contemplated by this Agreement as to the enforceability of any covenant, agreement or document are subject to enforceability being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws relating to or affecting creditors' rights generally, and the discretionary nature of certain remedies (including specific performance and injunctive relief and general principles of equity).

1.12 No Contra Preferentem Rule.

The Parties acknowledge that their respective legal counsel have reviewed and participated in negotiating, drafting and settling the terms of this Agreement, and the Parties agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of this Agreement.

1.13 Schedules.

The following schedules attached hereto are incorporated into and forms an integral part of this Agreement:

Schedule "A" – Plan of Arrangement

Schedule "B" – Form of New World Arrangement Resolution

Schedule "C" – Form of Perimeter Arrangement Resolution

Schedule "D" – Form of Perimeter Continuance Resolution

Schedule "E" – Form of New World Amended Option Plan Resolution

Schedule "F" – Shareholders Party to Support Agreements

2. THE ARRANGEMENT

2.1 Plan of Arrangement.

Subject to the terms of this Agreement, New World and Perimeter agree to carry out the Arrangement in accordance with the Plan of Arrangement.

2.2 New World Approval.

New World represents and warrants to Perimeter that its board of directors has determined that:

(a) the Arrangement is fair to the New World Shareholders;
(b) it will recommend that the New World Shareholders vote in favour of the New World Arrangement Resolution; and
(c) the Arrangement and entry into this Agreement are in the best interests of New World.

2.3 Perimeter Approval.

Perimeter represents and warrants to New World that its board of directors:

(a) has determined that the Arrangement is fair to the Perimeter Shareholders;
(b) it will recommend that the Perimeter Shareholders vote in favour of the Perimeter Continuance Resolution and the Perimeter Arrangement Resolution; and
(c) the Arrangement and entry into this Agreement are in the best interests of Perimeter; and

2.4 Obligations of New World

(a) Subject to the terms and conditions of this Agreement, in order to facilitate the Arrangement, New World shall take all action necessary in accordance with all applicable Laws, including Canadian Securities Laws, to:
- (i) make and diligently pursue a joint application with Perimeter to the Court for the Interim Order in respect of the Arrangement;
- (ii) in accordance with the terms of and the procedures contained in the Interim Order, duly call, give notice of, convene and hold the New World Meeting as promptly as practicable, and in any event not later than forty five days following the issuance of the Interim Order or such later date as the Parties may agree in writing, to vote upon the Arrangement and any other matters as may be properly

brought before the New World Meeting;

(iii) conduct the New World Meeting in accordance with the Interim Order, the constating documents of New World**,** and applicable Laws governing the New World Meeting, as applicable, and as otherwise required by Law;
(iv) solicit proxies of New World Shareholders in favour of the New World Arrangement Resolution and New World Amended Option Plan Resolution; provided that New World shall not be required to engage a proxy solicitation agent for such purposes;
(v) subject to obtaining the approvals as contemplated in the Interim Order and as may be directed by the Court in the Interim Order, take all steps necessary or desirable jointly with Perimeter to, as soon as practicable following the New World Meeting and the Perimeter Meeting, submit the Arrangement to the Court and apply for the Final Order;
(vi) provide Perimeter and Perimeter's counsel, on a timely basis, with copies of any notice of appearance and evidence served on New World or its counsel in respect of the application for the Interim Order and the application for the Final Order or any appeal therefrom, and of any notice (written or oral) received by New World indicating an intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;
(vii) as soon as practicable following the issuance of the Final Order, and satisfaction or waiver of the other conditions in Article 5, jointly with Perimeter cause the Effective Date to occur and make such filings with the Registrar as may be required to give effect to the Arrangement pursuant to the BCBCA; and
(viii) do all things necessary or desirable to give effect to the Arrangement, including making and actively prosecuting applications for all applicable required regulatory consents, approvals and permissions as provided for herein.
(b) New World shall as soon as practicable obtain and furnish to Perimeter the New World Information required by Law to be included therein, for inclusion in the Joint Information Circular. New World shall use reasonable commercial efforts to prepare with Perimeter and mail to the New World Shareholders the Joint Information Circular. As of the date the Joint Information Circular is first mailed to the New World Shareholders and the Perimeter Shareholders and the date of any New World Meeting and Perimeter Meeting, the New World Information and any other information provided by New World for use in the preparation of the Joint Information Circular shall be complete and correct in all material respects, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading and shall comply in all material respects with all applicable Laws. New World agrees to promptly correct any such information provided by it for use in the Joint Information Circular which shall have become false or misleading at any time prior to the New World Meeting or the Perimeter Meeting.
(c) New World shall ensure that the Joint Information Circular subject to compliance by Perimeter of Section 2.5(b), (i) provides New World Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the New World Meeting; (ii) sets out the Perimeter Information in the form provided or approved by Perimeter; (iii) includes any New World Financial Statements that are required to be included therein in accordance with applicable Laws; (iv) includes a copy of the Fairness Opinion; (v) includes a statement that the New World

Board has received the Fairness Opinion; (vi) includes the unanimous determination of the New World Board that the consideration to be received by the New World Shareholders pursuant to the Arrangement is fair to New World Shareholders and the Arrangement is in the best interests of New World (the "New World Board Recommendation"); and (vii) includes the unanimous recommendation of the New World Board that the New World Shareholders vote in favour of the New World Arrangement Resolution.

(d) New World shall assist Perimeter in securing all consents of third parties who are required to provide consent for the inclusion of reference to their names on the reports in the Joint Information Circular by virtue of a document included in or incorporated by reference in the Joint Information Circular in regards to New World.
(e) New World shall indemnify and save harmless Perimeter, its subsidiaries and their respective directors, officers and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Perimeter, its subsidiaries or any director, officer or agent thereof may be subject or which Perimeter or any director, officer or agent thereof may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:
- (i) any misrepresentation or alleged misrepresentation in the New World Information or in any material filed in compliance or intended compliance with any applicable Laws; or
- (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation in the New World Information or in any material filed by or on behalf of New World in compliance or intended compliance with applicable Laws, which prevents or restricts the trading in the New World Common Shares;

except that New World shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any misrepresentation or alleged misrepresentation of a material fact based on the Perimeter Information included in the Joint Information Circular or the negligence of Perimeter.

(f) New World shall deliver to Perimeter a preliminary estimate of its and its subsidiaries consolidated balance sheet as of the Effective Time (giving pro forma effect to all of their costs and expenses associated with the Transactions including costs and expenses that accrue as of the Effective Time), prepared in accordance with GAAP, applied on a consistent basis with the New World Financial Statements, concurrent with mailing the Joint Information Circular and shall deliver to Perimeter an update such balance sheet (the "Closing Balance Sheet") immediately before the closing of the Transactions. If Perimeter expresses concerns with respect to the calculations or methods in the preliminary estimate, the Parties shall in good faith attempt to address such concerns.

2.5 Obligations of Perimeter

(a) Subject to the terms and conditions of this Agreement, in order to facilitate the Arrangement, Perimeter shall take all action necessary in accordance with all applicable Laws, including Canadian Securities Laws, to:
- (i) make and diligently pursue a joint application with New World to the Court for the

Interim Order in respect of the Arrangement;

(ii) in accordance with the terms of and the procedures contained in the Interim Order, duly call, give notice of, convene and hold the Perimeter Meeting as promptly as practicable, and in any event not later than forty five days after the issuance of the Interim Order (or such later date as the Parties may agree in writing), to vote upon the Continuance, the Arrangement and any other matters as may be properly brought before the Perimeter Meeting;
(iii) conduct the Perimeter Meeting in accordance with the Interim Order, the constating documents of Perimeter and any instrument governing the Perimeter Meeting, as applicable, and as otherwise required by Law;
(iv) solicit proxies of Perimeter Shareholders in favour of the Perimeter Continuance Resolution and the Perimeter Arrangement Resolution, provided that Perimeter shall not be required to engage a proxy solicitation agent for such purposes;
(v) subject to obtaining the approvals as contemplated in the Interim Order and as may be directed by the Court in the Interim Order, take all steps necessary or desirable jointly with New World to, as soon as practicable following the New World Meeting and the Perimeter Meeting, submit the Arrangement to the Court and apply for the Final Order;
(vi) provide New World and New World's counsel, on a timely basis, with copies of any notice of appearance and evidence served on Perimeter or its counsel in respect of the application for the Interim Order and the application for the Final Order or any appeal therefrom, and of any notice (written or oral) received by Perimeter indicating an intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;
(vii) cause the Continuance to occur prior to the Effective Time;
(viii) as soon as practicable following the issuance of the Final Order, and satisfaction or waiver of the other conditions in Article 5, make such filings with the Registrar as may be required to give effect to the Arrangement pursuant to the BCBCA; and
(ix) do all things necessary or desirable to give effect to the Continuance and the Arrangement, including making and actively prosecuting applications for all applicable required regulatory consents, approvals and permissions as provided for herein.
(b) Perimeter shall as soon as practicable obtain and furnish to New World the Perimeter Information required by Law to be included therein, for inclusion in the Joint Information Circular. Perimeter shall use reasonable commercial efforts to prepare with New World and mail to the Perimeter Shareholders the Joint Information Circular. As of the date the Joint Information Circular is first mailed to the New World Shareholders and the Perimeter Shareholders and the date of any New World Meeting and Perimeter Meeting, the Perimeter information and any other information provided by Perimeter for use in the preparation of the Joint Information Circular shall be complete and correct in all material respects, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading and shall comply in all material respects with all applicable Laws. Perimeter agrees to promptly correct any such information provided by it for use in the Joint Information Circular which shall have become false or misleading at any time prior to the New World Meeting or the Perimeter

Meeting.

(c) Perimeter shall ensure that the Joint Information Circular (i) subject to compliance by New World with Section 2.4(b), provides Perimeter Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Perimeter Meeting; (ii) sets out the New World Information in the form provided or approved by New World; (iii) includes the Perimeter financial statements that are to be prepared in order to meet the requirements under applicable Laws; (iv) includes the unanimous determination of the Perimeter Board that the consideration to be received by the Perimeter Shareholders pursuant to the Arrangement is fair to Perimeter Shareholders and the Arrangement is in the best interests of Perimeter (the "Perimeter Board Recommendation"); and (v) includes the unanimous recommendation of the Perimeter Board that the Perimeter Shareholders vote in favour of the Perimeter Continuance Resolution and the Perimeter Arrangement Resolution.
(d) Perimeter shall assist New World in securing all consents of third parties who are required to provide consent for the inclusion of reference to their names on the reports in the Joint Information Circular by virtue of a document included in or incorporated by reference in the Joint Information Circular in regards to Perimeter.
(e) Perimeter shall indemnify and save harmless New World, its subsidiaries and their respective directors, officers and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which New World or any director, officer or agent thereof may be subject or which New World, its subsidiaries or any director, officer or agent thereof may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:
- (i) any misrepresentation or alleged misrepresentation in the Perimeter Information or in any material filed in compliance or intended compliance with any applicable Laws; or
- (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation in the Perimeter Information or in any material filed by or on behalf of Perimeter in compliance or intended compliance with applicable Laws, which prevents or restricts the trading in the Perimeter Common Shares; except that Perimeter shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any misrepresentation or alleged misrepresentation of a material fact based on the New World Information included in the Joint Information Circular or the negligence of New World.

2.6 Interim Order

(a) The notice of motion for the application referred to in Sections 2.4(a)(i) and 2.5(a)(i) shall request that the Interim Order provide, among other things:
- (i) for the class of persons to whom notice is to be provided in respect of the Arrangement and the New World Meeting and the Perimeter Meeting and for the manner in which such notice is to be provided;
- (ii) that the requisite approval for the New World Arrangement Resolution to be placed before the New World Meeting shall be 66 and 2⁄3% of the votes cast on the New World Arrangement Resolution by New World Shareholders present in

person or by proxy at the New World Meeting (such that each New World Shareholder is entitled to one vote for each New World Common Share held);

(iii) that the requisite approval for the Perimeter Arrangement Resolution to be placed before the Perimeter Meeting shall be:
- (A) 66 and 2⁄3% of the votes cast on the Perimeter Arrangement Resolution by Perimeter Shareholders present in person or by proxy at the Perimeter Meeting and voting together as a single class (such that each Perimeter Shareholder is entitled to one vote for each Perimeter Common Share held); and
- (B) 66 and 2⁄3% of the votes cast on the Perimeter Arrangement Resolution by holders of Perimeter Debentures, Perimeter Options and Perimeter Warrants, as of a record date to be set by Perimeter and included in the Interim Order, present in person or by proxy at the Perimeter Meeting and voting together as a single class (such that each record holder of a Perimeter Debentures, Perimeter Options and Perimeter Warrants is entitled to one vote on an as-converted to Perimeter Common Shares basis, as determined by Perimeter acting reasonably, as of the record date);
(iv) that, in all other respects, the terms, restrictions and conditions of the constating documents of New World, including quorum requirements and all other matters, shall apply in respect of the New World Meeting (other than as modified by the Interim Order);
(v) that, in all other respects, the terms, restrictions and conditions of the constating documents of Perimeter, including quorum requirements and all other matters, shall apply in respect of the Perimeter Meeting (other than as modified by the Interim Order);
(vi) for the grant of the New World Dissent Rights and the Perimeter Dissent Rights;
(vii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(viii) that each of the New World Meeting and the Perimeter Meeting may be adjourned or postponed from time to time by the New World Board or the Perimeter Board, as applicable, subject to the terms of this Agreement without the need for additional approval of the Court;
(ix) confirmation of the record date for the purposes of determining the New World Shareholders and the Perimeter Shareholders, as applicable, entitled to receive material and vote at the New World Meeting and the Perimeter Meeting, as the case may be, in accordance with the Interim Order; and
(x) that the record date for New World Shareholders and Perimeter Shareholders entitled to notice of and to vote at the New World Meeting and the Perimeter Meeting, as applicable, will not change in respect of any adjournment(s) of the New World Meeting and the Perimeter Meeting, as applicable, unless required by Canadian Securities Laws.
(xi) The notice of motion for the application referred to in Sections 2.4(a)(i) and 2.5(a)(i) shall state that it is the intention of New World, Perimeter and Amalco to rely upon the exemption from registration provided by Section 3(a)(10) of the

U.S. Securities Act with respect to Amalco securities (collectively, the "Amalco Issued Securities") to be issued pursuant to the Arrangement, based and conditioned upon the Court's approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of New World equity securities and holders of Perimeter equity securities to whom will be issued Amalco Issued Securities pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof; and

(xii) such other matters as the Parties may reasonably require, subject to obtaining the prior consent, such consent not to be unreasonably withheld or delayed.

2.7 Effective Date.

(a) The Arrangement shall become effective on the date upon which the Parties agree in writing as the Effective Date or, in the absence of such an agreement, on the second Business Day following the satisfaction or waiver of all conditions to completion of the Arrangement in Article 5 (excluding any conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable Party for whose benefit such conditions exist) and the Arrangement shall become effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Law.

2.8 Treatment of Incentive Plans

(a) At the New World Meeting, the New World Shareholders will vote on the New World Amended Option Plan Resolution. If the New World Amended Option Plan Resolution receives the requisite approval of the New World Shareholders, the New World Amended Option Plan shall become the option plan of Amalco
(b) All Perimeter Options and Perimeter Warrants that are outstanding and unexercised (whether vested or unvested) immediately prior to the Effective Time shall become options or warrants, as the case may be, to purchase Amalco Common Shares. The number of shares issuable upon exercise of such Perimeter Option or Perimeter Warrant shall be adjusted to give effect to the Perimeter Exchange Ratio. The per share exercise price of such Perimeter Option or Perimeter Warrant shall be correspondingly adjusted.

2.9 Employees.

Neither party shall release, waive, or otherwise forebear in the enforcement of, or enter into or participate in any discussions, negotiations or agreements to release, waive or otherwise forebear in respect of, any rights or other benefits of a party under any executive employment agreement except as otherwise expressly permitted or specifically contemplated by this Agreement.

2.10 Board of Directors of Amalco.

Immediately after the Effective Time, the board of directors of Amalco shall be comprised of the following directors: Thomas Boon, Hugh Cleland, Anthony Holler, Suzanne Foster, Franklyn Prendergast, Douglas Janzen and Imed Zine unless otherwise approved by Perimeter.

2.11 Executive Management Team of Amalco.

The executive management team of Amalco shall be selected at the discretion of the board of directors of Amalco and shall initially be Thomas Boon, Chief Executive Officer, Jeremy Sobotta, Chief Financial Officer and Elizabeth Munro, President, Canadian Operations unless otherwise approved by Perimeter.

2.12 Indemnities and Directors' and Officers' Insurance.

(a) New World agrees that, after the Effective Time, Amalco and any successor to Amalco will not take any action to terminate or adversely affect, and will fulfill its obligations pursuant to, indemnities provided or available to or in favour of past and present officers and directors of a Party pursuant to the provisions of the articles, by-laws or other constating documents of such Party, applicable corporate Law and any written indemnity agreements (and each of them), which have been entered into between such Party and its past or current officers or directors effective on or prior to the date hereof.
(b) Amalco will maintain or cause to be maintained in effect for six years from the Effective Date, customary policies of directors' and officers' liability insurance providing coverage comparable to, and in any case no less advantageous to the directors and officers of Perimeter and New World than, the coverage provided by the directors' and officers' policies obtained by New World that are in effect immediately prior to the Effective Time and providing coverage to the current and former directors and officers of New World in respect of claims arising from facts or events that occurred on or prior to the Effective Time and which will cover all claims made prior to the Effective Date or within six years of the Effective Date. Amalco shall not be required to pay premiums for such insurance in excess of the amount paid by New World for its most recent annual director and officer insurance coverage. Prior to the Effective Time, New World may, in the alternative, with the consent of Perimeter, purchase run-off directors' and officers' liability insurance for the benefit of its officers and directors having a coverage period of up to six years from the Effective Time, and in such event New World, Perimeter and Amalco will have no further obligation under this Section 2.12(b).

2.13 Withholding Taxes.

New World, Perimeter and Amalco, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable to any Perimeter Shareholders under the Plan of Arrangement such amounts as New World, Perimeter or Amalco, as applicable, are required or reasonably believe to be required to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the consideration payable pursuant to the Plan of Arrangement and shall be treated for all purposes under this Agreement as having been paid to the Perimeter Shareholders in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Authority, which New World covenants to do, or cause to be done.

2.14 U.S. Securities Laws.

Each Party agrees that the Arrangement will be carried out with the intention that all Amalco Issued Securities issued pursuant to the Arrangement to the applicable securityholders of New World and Perimeter will be issued by Amalco in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.14. In connection therewith, the Parties agree that:

(a) New World will ensure that holders of New World securities will be given adequate and timely notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; and
(b) Perimeter will ensure that holders of Perimeter securities will be given adequate and timely notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right.
2.15 U.S. Tax Matters.

New World and Perimeter adopt this Agreement and the Plan of Arrangement as a "plan of reorganization" within the meaning of U.S. Treasury Regulation section 1.368-2(g) and intend to treat New World's acquisition of Perimeter as a "reorganization" within the meaning of section 368(a) of the U.S. Internal Revenue Code of 1986, as amended ("Code"). To that end, it is acknowledged that the exchange of stock and securities, the amalgamation and other transactions set forth in Article 3 of the Plan of Arrangement are interdependent steps in a single transaction to which the Parties are legally committed as provided herein, and which the Parties intend to be characterized as a reorganization within the meaning of section 368(a) of the Code. Each Party hereto agrees to treat the Arrangement as a reorganization within the meaning of Section 368(a) of the Code for all United States federal income tax purposes, to act in a manner that is consistent with the Parties' intention that the Arrangement be treated as a reorganization within the meaning of Section 368(a) of the Code and to not take any position on any Return or otherwise that is inconsistent with such treatment, unless otherwise required by a "determination" within the meaning of Section 1313 of the Code or other resolution of an audit or examination by the U.S. Internal Revenue Service. However, New World makes no representation or warranty to Perimeter or any Perimeter Shareholder regarding the U.S. federal income tax consequences of the Transactions and the Plan of Arrangement to Perimeter or any Perimeter Shareholder.

2.16 Perimeter Continuance.

Provided all necessary approvals for the Perimeter Continuance Resolution and Perimeter Arrangement Resolution are obtained from the Perimeter Shareholders and all necessary approvals for the New World Arrangement Resolution are obtained from the New World Shareholders, and as promptly as reasonably practicable after such approvals are obtained, and in any event prior to the issuance of the Final Order, Perimeter will continue into the Province of British Columbia, under the provisions of OBCA and the BCBCA.

3. COVENANTS

3.1 Covenants of New World.

From the date of the Original Agreement until the earlier of the Effective Date or termination of this Agreement, except with the prior written consent of Perimeter (such consent not to be unreasonably withheld or delayed), and except as otherwise expressly permitted or specifically contemplated by this Agreement or the Arrangement or required by applicable Laws:

(a) New World and its subsidiaries shall conduct their business in the usual and ordinary course, consistent with past practices and shall not do any of the following:
- (i) conduct any activity or operations that would otherwise be detrimental to completion of the Arrangement; or
- (ii) take any action, refrain from taking any action, permit any action to be taken or not taken, inconsistent with this Agreement, which might directly or indirectly interfere with or adversely affect the consummation of the Arrangement;
(b) New World shall not directly or indirectly do or permit to occur any of the following: (i) amend its constating documents; (ii) other than the pro-rata distribution of the Warrants to New World Shareholders at the Effective Time pursuant to the Arrangement, declare, set aside or pay any dividend, distribution or payment (whether in cash, shares or property) in respect of the outstanding New World Common Shares; (iii) split, combine or reclassify any of the New World Common Shares; (iv) other than the pro-rata distribution of the Warrants to New World Shareholders at the Effective Time pursuant to the Arrangement and other than settling certain portions of existing New World debt for New World Common Shares, issue, grant, sell or pledge or agree to issue, grant, sell or pledge any of its shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any of its shares; (v) redeem, purchase or

otherwise acquire any of its outstanding shares or other securities; (vi) split, combine or reclassify any of its shares; (vii) adopt a plan of liquidation or resolutions providing for its liquidation or dissolution; (viii) make any material change to its business, capital or affairs; (ix) make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by GAAP or by applicable Law; (x) reduce its stated capital; (xi) enter into any agreement that, if entered into prior to the date of the Original Agreement, would have been a material contract, or modify, amend in any material respect, transfer or terminate any material contract, or waive, release, or assign any material rights or claims thereto or thereunder; (xii) enter into any executive employment agreement or any agreement providing for employee benefits contingent on consummation of the Transactions; (xiii) except as required by the terms of any benefit plans or any written employment contracts in effect on the date of the Original Agreement: (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of the New World or any of its subsidiaries; (B) grant, accelerate, or increase any payment, award (equity or otherwise) or other benefits payable to, or for the benefit of, any director, officer or employee of the New World or any of its subsidiaries; (C) increase the coverage, contributions, funding requirements or benefits available under any New World benefit plan or create any new plan which would be considered to be a New World benefit plan once created (D) increase compensation (in any form), bonus levels or other benefits payable to any director, officer, employee or consultant of New World or any of its subsidiaries or grant any general increase in the rate of wages, salaries, bonuses or other remuneration, except in the ordinary course of business consistent with past practice; (E) make any material determination under any company benefit plan that is not in the ordinary course of business consistent with past practice; or (F) take or propose any action to affect any of the foregoing; (xiv) make any bonus or profit-sharing distribution or similar payment of any kind; or (xv) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing;

(c) except for Permitted Transactions and expenditures considered necessary by New World, acting reasonably, to preserve or protect the health or safety of individuals or to preserve or protect property or the environment, New World shall not, and shall not permit any of its subsidiaries to, directly or indirectly: (i) sell, pledge, dispose of, encumber or acquire any assets; (ii) expend or commit to expend any amount with respect to any capital expenditures; (iii) acquire or agree to acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof which is not a wholly-owned subsidiary of New World, or make any investment therein either by purchase of shares or securities, contributions of capital or property transfer, which acquisition or investment would be material to New World; or (iv) incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, or guarantee, endorse or otherwise become responsible for, the obligations of any other Person or make any loans or advances; (v) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations (including any litigation, proceeding or investigation by any Governmental Authority) other than: (A) the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in New World's financial statements (or in those of any of its subsidiaries) or incurred in the ordinary course of business; or (B) payment of any fees related to the Arrangement; or (vi) authorize or propose any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;
(d) New World shall promptly notify Perimeter in writing of any Material Adverse Change in respect of New World or of any change in any representation or warranty provided by New World in this Agreement which change is or may be of such a nature to render any

representation or warranty misleading or untrue in any material respect and New World shall in good faith discuss with Perimeter any change in circumstances (actual, anticipated, contemplated, or to the knowledge of New World threatened) which is of such a nature that there may be a reasonable question as to whether notice need to be given to Perimeter pursuant to this provision;

(e) New World shall use reasonable commercial efforts to obtain any third-party consents required by it for the Transactions and provide the same to Perimeter on or prior to the Effective Date;
(f) New World shall use reasonable commercial efforts to satisfy or cause satisfaction of the conditions set forth in Sections 5.1 and 5.3 as soon as reasonably possible to the extent that the satisfaction of the same is within the control of New World;
(g) New World shall make application to the TSX-V and use reasonable commercial efforts to obtain the approval of the TSX-V for the listing on the Effective Date of the Amalco Common Shares (including shares issuable upon exercise of options and warrants) to be issued pursuant to the Arrangement;
(h) subject to Section 3.4, New World shall take all necessary actions to give effect to the Transactions;
(i) New World shall provide notice to Perimeter of the New World Meeting and allow representatives of Perimeter to attend such meeting;
(j) except for proxies and other non-substantive communications with securityholders, New World shall furnish promptly to Perimeter and Perimeter's counsel, a copy of each notice, report, schedule or other document delivered, filed or received by New World from securityholders or regulatory agencies in connection with: (i) the Arrangement; (ii) the New World Meeting; (iii) any filings under applicable Laws in connection with the Arrangement; and (iv) any dealings with regulatory agencies or other Governmental Authorities in connection with the Transactions;
(k) New World shall provide to Perimeter reports on its material operations and affairs as may be reasonably requested from time to time by Perimeter;
(l) New World shall provide to Perimeter prompt notice and copies of all material correspondence (including e-mail correspondence) with Governmental Authorities, as well as providing Perimeter with prompt updates of any material verbal discussions held between New World and Governmental Authorities;
(m) New World shall keep Perimeter informed as to any material communications and discussions with all significant New World Shareholders;
(n) New World shall use its best efforts to preserve intact its business organizations and goodwill and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it;
(o) New World shall use reasonable commercial efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing providing coverage substantially similar to the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect and shall pay all premiums in respect of such insurance policies that become due prior to the Effective Date;
(p) New World shall promptly advise Perimeter of the number of New World Common Shares for which New World receives notices of dissent or written objections to the Arrangement and provide Perimeter with copies of such notices and written objections and, subject to applicable Laws, shall provide Perimeter with an opportunity to review and comment upon any written communications proposed to be sent by or on behalf of New World to any New World Shareholder exercising or purporting to exercise Dissent Rights in relation to the New World Arrangement Resolution and reasonable consideration shall be given to any comments made by Perimeter and its counsel prior to sending any such written communications;
(q) New World shall continue to withhold from each payment to be made to and each benefit to be conferred upon any of its present employees (which includes directors and officers) and to all persons who are non-residents of Canada for the purposes of the Tax Act all amounts that are required to be withheld by any applicable Laws and New World shall remit such withheld amounts to the proper governmental authority within the times prescribed by such applicable Laws;
(r) subject to Section 8.5, New World shall make all necessary filings and applications under Canadian Securities Laws required to be made on the part of New World in connection with the Transactions and shall take all reasonable action necessary to be in compliance with such Laws; and
(s) New World shall:
- (i) duly and on a timely basis file all Returns required to be filed by it on or after the date of the Original Agreement pursuant to applicable Laws relating to Taxes in a manner consistent with past practice and all such Returns will be true, complete and correct in all material respects;
- (ii) fully and timely pay all Taxes shown on such Returns;
- (iii) promptly notify Perimeter in writing of any audits, inquiries or investigations with respect to Taxes of New World;
- (iv) not make or rescind any election relating to Taxes, or file any amended Returns, where the result of such action is inconsistent with past practice or the applicable Laws relating to Taxes;
- (v) not make a request for a Tax ruling or enter into any agreement relating to Taxes with any Governmental Authority;
- (vi) not settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes except as reflected or reserved against in the New World Financial Statements; and
- (vii) properly reserve (and reflect such reserves in its books and records and financial statements, including the New World Financial Statements) for all Taxes accruing in respect of New World which are not due or payable prior to the Effective Date in a manner consistent with past practice and in accordance with applicable Laws relating to Taxes.
(t) Without limiting any other covenant or obligation of New World under this Agreement, New World shall use its commercially reasonable efforts to ensure that immediately prior to the Effective Time New World has a net cash balance of at least $800,000 (net of all expenses accrued and payable by New World in connection with the transactions

contemplated by this Agreement).

3.2 Covenants of Perimeter.

From the date of the Original Agreement until the earlier of the Effective Date or termination per Article 7 of this Agreement, except with the prior written consent of New World (such consent not to be unreasonably withheld or delayed) and except as otherwise expressly permitted or specifically contemplated by this Agreement or the Arrangement or required by applicable Laws:

(a) Perimeter's business and the business of each of the Perimeter Subsidiaries shall be conducted only in the usual and ordinary course of business consistent with past practice and shall not do any of the following:
- (i) conduct any activity or operations that would otherwise be detrimental to completion of the Continuance or the Arrangement; or
- (ii) take any action, refrain from taking any action, permit any action to be taken or not taken, inconsistent with this Agreement, which might directly or indirectly interfere with or adversely affect the consummation of the Continuance or the Arrangement; and

for the avoidance of doubt, the completion of the Concurrent Financing shall be considered to be in the usual and ordinary course of Perimeter's business, consistent with past practice;

(b) except as set forth in the Perimeter Disclosure Letter, Perimeter shall not, and shall not permit any of the Perimeter Subsidiaries to, directly or indirectly do or permit to occur any of the following: (i) amend its constating documents; (ii) declare, set aside or pay any dividend, other distribution or payment (whether in cash, shares or property) in respect of its outstanding shares; (iii) redeem, purchase or otherwise acquire any of its outstanding shares or other securities, except in accordance with any Perimeter Options outstanding as of the date of the Original Agreement; (iv) split, combine or reclassify any of its shares; (v) adopt a plan of liquidation or resolutions providing for its liquidation or dissolution or incorporate a subsidiary; (vi) make any material change to its business, capital or affairs; (vii) reduce its stated capital; (viii) conduct any activity or operations that would otherwise be detrimental to the completion of the Arrangement; (ix) pay, discharge or satisfy any material claims, liabilities or obligations other than as reflected or reserved for in the Perimeter Financial Statements; (x) take any action, refrain from taking any action, permit any action to be taken or not taken, inconsistent with this Agreement, which might directly or indirectly interfere with or affect the consummation of the Arrangement; or (xi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing;
(c) except as set forth in the Perimeter Disclosure Letter and except for expenditures considered necessary by Perimeter, acting reasonably, to preserve or protect the health or safety of individuals or to preserve or protect property or the environment, Perimeter shall not, and shall not permit any of the Perimeter Subsidiaries to, directly or indirectly: (i) sell, pledge, dispose of or encumber any assets except in the ordinary course of business consistent with past practice; (ii) expend or commit to expend any amount with respect to any capital expenditures except in the ordinary course of business consistent with past practice; (iii) acquire or agree to acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof which is not a subsidiary or affiliate of Perimeter, or make any investment therein either by purchase of shares or securities, contributions of capital or property transfer; (iv) incur any indebtedness for borrowed money or obligation or issue any debt securities or assume, guarantee, endorse or otherwise

become responsible for, the obligations of any other individual or entity, or make any loans or advances, other than in respect of fees payable to legal, financial and other advisors or in respect of the Arrangement; (v) authorize, recommend or propose any release or relinquishment of any material contract right other than in the ordinary course of business; (vi) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material license, lease, contract or other material document; (vii) enter into or terminate any hedges, swaps or other financial instruments or like transactions; or (viii) authorize or propose any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;

(d) enter into any executive employment agreement or any agreement providing for employee benefits contingent on consummation of the Transactions;
(e) Perimeter shall promptly advise New World at the end of every month following the date of the Original Agreement of any Perimeter salaried employees whose employment has been terminated by Perimeter;
(f) Perimeter shall use reasonable commercial efforts to obtain any third-party consents required by it for the Transactions and provide the same to New World on or prior to the Effective Date;
(g) Perimeter shall take all necessary actions to give effect to the Transactions;
(h) Perimeter shall not incur severance payments except in the ordinary course of business consistent with past practice;
(i) except as set forth in the Perimeter Disclosure Letter, Perimeter shall not, nor permit any of the Perimeter Subsidiaries to, adopt or amend or make any contribution to any bonus, employee benefit plan, profit sharing, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, stock purchase plan, fund or arrangement, except as is necessary to comply with applicable Law or in the ordinary course of business consistent with past practice;
(j) Perimeter shall use reasonable commercial efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing providing coverage substantially similar to the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect and shall pay all premiums in respect of such insurance policies that become due prior to the Effective Date;
(k) Perimeter shall promptly following the date of the Original Agreement begin to prepare financial statements as of and for the years ended 31 December 2017 and 31 December 2018 in accordance with GAAP and have such financial statements audited as required by the TSX-V and other requirements of Law.
(l) Perimeter shall promptly notify New World in writing of any Material Adverse Change in respect of Perimeter or of any change in any representation or warranty provided by Perimeter in this Agreement which change is or may be of such a nature to render any representation or warranty misleading or untrue in any material respect and Perimeter shall in good faith discuss with New World any change in circumstances (actual, anticipated, contemplated, or to the knowledge of Perimeter, threatened) which is of such a nature that there may be a reasonable question as to whether notice needs to be given to New World pursuant to this provision;
(m) Perimeter shall use reasonable commercial efforts to satisfy or cause satisfaction of the conditions set forth in Sections 5.1 and 5.2 as soon as reasonably possible to the extent that the satisfaction of the same is within the control of Perimeter;
(n) Perimeter shall provide notice to New World of the Perimeter Meeting and allow New World's Representatives to attend such meeting;
(o) Perimeter shall provide to New World reports on its material operations and affairs as may be reasonably requested from time to time by New World;
(p) Perimeter shall provide to New World prompt notice and copies of all material correspondence (including e-mail correspondence) with Governmental Authorities, as well as providing New World with prompt updates of any material verbal discussions held between Perimeter and Governmental Authorities;
(q) Perimeter shall use its best efforts to preserve intact its business organizations and goodwill and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it;
(r) except for proxies and other non-substantive communications with securityholders, Perimeter shall furnish promptly to New World and New World's counsel, a copy of each notice, report, schedule or other document delivered, filed or received by Perimeter from securityholders or regulatory agencies in connection with: (i) the Continuance; (ii) the Arrangement; (iii) the Perimeter Meeting; (iv) any filings under applicable Laws; and (v) any dealings with regulatory agencies or other Governmental Authorities in connection with the Transactions;
(s) subject to Section 8.5, Perimeter shall make all necessary filings and applications under Canadian Securities Laws and U.S. securities Laws required to be made on the part of Perimeter in connection with the Transactions and shall take all reasonable action necessary to be in compliance with such Laws;
(t) Perimeter shall promptly advise New World of the number of Perimeter Common Shares for which Perimeter receives notices of dissent or written objections to the Arrangement and provide New World with copies of such notices and written objections and, subject to applicable Laws, shall provide New World with an opportunity to review and comment upon any written communications proposed to be sent by or on behalf of Perimeter to any Perimeter Shareholder exercising or purporting to exercise Dissent Rights in relation to the Perimeter Arrangement Resolution and reasonable consideration shall be given to any comments made by New World and its counsel prior to sending any such written communications. Perimeter shall not settle any claims with respect to Dissent Rights without the prior written consent of New World, not to be unreasonably withheld or delayed;
(u) Perimeter shall continue to withhold from each payment to be made to and each benefit to be conferred upon any of its present employees (which includes directors and officers) and to all persons who are non-residents of Canada for the purposes of the Tax Act all amounts that are required to be withheld by any applicable Laws and Perimeter shall remit such withheld amounts to the proper governmental authority within the times prescribed by such applicable Laws;
(v) Perimeter shall cooperate with New World in making application to list the Amalco Common Shares to be issued pursuant to the Arrangement on the TSX-V; and
(w) Perimeter shall:
(i) except as set forth in the Perimeter Disclosure Letter, duly and on a timely basis file all Returns required to be filed by it on or after the date of the Original Agreement pursuant to applicable Laws relating to Taxes in a manner consistent with past practice and all such Returns will be true, complete and correct in all material respects;
(ii) fully and timely pay all Taxes shown on such Returns;
(iii) promptly notify New World in writing of any audits, inquiries or investigations with respect to Taxes of Perimeter;
(iv) not make or rescind any election relating to Taxes, or file any amended Returns, where the result of such action is inconsistent with past practice or the applicable Laws relating to Taxes;
(v) not make a request for a Tax ruling or enter into any agreement relating to Taxes with any Governmental Authority;
(vi) not settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes except as reflected or reserved against in the Perimeter Financial Statements; and
(vii) properly reserve (and reflect such reserves in its books and records and financial statements, including the Perimeter Financial Statements) for all Taxes accruing in respect of Perimeter which are not due or payable prior to the Effective Date in a manner consistent with past practice and in accordance with the provisions of applicable Laws relating to Taxes.

3.3 Mutual Covenants Regarding the Arrangement.

From the date of the Original Agreement until the earlier of the Effective Date and the termination of this Agreement in accordance with Article 7, each of New World and Perimeter shall use reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to complete the Arrangement, including using reasonable efforts:

(a) to obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other contracts;
(b) to obtain all necessary consents, assignments, waivers and amendments to or termination of any instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the Transactions; and
(c) to effect all necessary registrations and filings and submission of information requested by governmental authorities required to be effected by it in connection with the Arrangement, and each of New World and Perimeter shall use reasonable commercial efforts to cooperate with the other in connection with the performance by the other of their obligations under this Section 3.3 including continuing to provide reasonable access to information and to maintain ongoing communications as between Representatives of New World and Perimeter, subject in all cases to the Confidentiality Agreement.

3.4 New World's Covenants Regarding Non-Solicitation

(a) New World shall immediately cease and cause to be terminated all existing discussions or negotiations (including through any of its officers, directors, employees, advisors (including any investment bankers or any other financial advisors), accountants, representatives and agents ("Representatives")), if any, with any parties initiated before the date of the Original Agreement with respect to any Acquisition Proposal and, in connection therewith, New World shall discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall immediately request (and exercise all rights it has to require) the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with New World relating to an Acquisition Proposal and shall immediately request (and exercise all rights to require) the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding New World and shall use all reasonable commercial efforts to ensure that such requests are honoured and shall promptly provide Perimeter with written confirmation that New World has provided such requests.

(b) Except as expressly provided in this Section 3.4, New World shall not, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the following:
- (i) solicit, facilitate, assist, initiate, entertain, encourage or take any action whatsoever to solicit, facilitate, assist, initiate, entertain or encourage any inquiries or communication regarding or the making of any inquiry, proposal or offer that constitutes or may constitute an Acquisition Proposal, including by way of furnishing information;
- (ii) enter into or otherwise engage or participate in any discussions or negotiations or initiate any discussion regarding an Acquisition Proposal, or furnish to any other person any information with respect to its businesses, properties, operations, prospects or conditions (financial or otherwise) in connection with any inquiry, proposal or offer that constitutes or may constitute an Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person to do or seek to do any of the foregoing;
- (iii) terminate, amend or modify any provision of any existing confidentiality agreements relating to an Acquisition Proposal or any standstill agreement to which it is a party and New World agrees not to waive, or otherwise forbear in the enforcement of, or enter into or participate in any discussions, negotiations or agreements to waive or otherwise forbear in respect of, any rights or other benefits under confidential information agreements, including any "standstill provisions" thereunder and New World undertakes to consult with Perimeter and to fully enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it has entered into prior to the date hereof, including seeking specific performance or injunctive relief;
- (iv) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, the New World Board Recommendation;
- (v) make any public announcement or take any other action inconsistent with the New World Board Recommendation;
- (vi) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than two Business Days following such public announcement or disclosure will not be considered to be in violation of this Section 3.4 provided that the New World

Board has rejected such Acquisition Proposal and affirmed the New World Board Recommendation before the end of such two Business Day period, and it being further understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of more than two Business Days shall be considered to be a violation of this Section 3.4; or

(vii) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, understanding or arrangements (including any letter of intent or agreement in principle) in respect of or in any way related to any Acquisition Proposal or any proposal or offer that could be expected to lead to an Acquisition Proposal;

provided, however, that notwithstanding any other provision hereof, New World and its Representatives may enter into or participate in any discussions or negotiations with a third party who (without any solicitation, initiation or encouragement, directly or indirectly, after the date of the Original Agreement, by New World or any of its Representatives) seeks to initiate such discussions or negotiations and, subject to execution of a confidentiality and standstill agreement substantially similar to the Confidentiality Agreement (provided that such confidentiality agreement shall provide for disclosure thereof (along with all information provided thereunder) to Perimeter as set out below), may furnish to such third party information concerning New World and its business, properties and assets, in each case if, and only to the extent that:

(A) the third party has first made a written bona fide Acquisition Proposal:
- (1) that did not result from a breach of this Agreement, a breach of any other agreement between the third party making such Acquisition Proposal and New World or the breach of any applicable Laws;
- (2) that is not subject to a financing condition and in respect of which any funds or other consideration or arrangement necessary to complete the Acquisition Proposal, acting in good faith (after receiving advice from its financial advisor(s)), are or are reasonably likely to be in place to ensure that the third party will have the funds necessary for completion of the Acquisition Proposal at the time and on the basis set out therein;
- (3) that is not subject to a due diligence condition;
- (4) that the New World Board determines in good faith after consultation with its financial advisor(s), is, if consummated in accordance with its terms, a transaction that is financially superior for New World Shareholders compared to the Transactions;
- (5) that the New World Board determines in good faith after consultation with its financial advisor(s) and outside legal counsel, is reasonably likely to be consummated without undue delay within the time and on the terms proposed, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal; and
- (6) in respect of which the New World Board determines in good

faith after receiving the advice of outside legal counsel, as reflected in minutes of the New World Board, that the taking of such action is necessary for the New World Board to act in a manner consistent with its fiduciary duties under applicable Laws (a "Superior Proposal"); and

(B) New World (1) has provided Perimeter with two Business Days' prior written notice stating that New World intends to furnish information to or enter into or participate in discussions or negotiations with such person or entity and that the New World Board has determined that failure to take such action would be inconsistent with its fiduciary duties, together with a true, complete and final executed copy of the confidentiality agreement referenced above; (2) has immediately notified Perimeter orally and in any event, within twenty four hours in writing of any inquiries, offers or proposals with respect to an actual or contemplated Superior Proposal, which written notice shall include a copy of any such proposal (and any amendments or supplements thereto), the identity of the person making it, and, to the extent permitted by this Section 3.4(b)(vii), copies of all information provided to such party, which information shall be provided to Perimeter concurrently with the provision of such information to the third party (only after the requisite two Business Days' prior notice of New World's intent to enter such discussions and furnish such information has been provided to Perimeter), and all other information reasonably requested by Perimeter, within twenty four hours of the request therefor, and (3) has kept Perimeter informed of the status and details of any such inquiry, offer or proposal (and any amendments or supplements thereto), provided copies of all correspondence between New World and the third party to Perimeter and answered Perimeter's questions with respect thereto; and
(C) the New World Meeting has not occurred;
(viii) comply with Multilateral Instrument 62-104 Take-over Bids and Issuer Bids and similar provisions under applicable Canadian Securities Laws relating to the provision of directors' circulars and make appropriate disclosure with respect thereto to its securityholders; and
(ix) accept, recommend, approve or enter into an agreement to implement a Superior Proposal from a third party, but only if (A) prior to such acceptance, recommendation, approval or implementation, the New World Board shall have concluded in good faith, after considering all proposals to adjust the terms and conditions of this Agreement and after receiving the advice of outside counsel as reflected in minutes of the New World Board, that the taking of such action is necessary for the New World Board in discharge of its fiduciary duties under applicable Laws; and (B) New World fully complies with its obligations set forth in Section 3.4(c) and terminates this Agreement in accordance with Section 7.1(i) and concurrently therewith New World pays the amount required by Section 6.1(c).
(c) If New World is in receipt of a Superior Proposal, it shall give Perimeter, orally and in writing, at least five Business Days advance notice (the "Matching Period") of any decision by the New World Board to accept, recommend, approve or enter into an agreement to implement a Superior Proposal, which notice (the "Superior Proposal Notice") shall: (i) confirm that the Perimeter Board has determined that such Acquisition Proposal constitutes a Superior Proposal, (ii) include the value and financial terms that the New World Board, in consultation with its financial advisors, has determined should

be ascribed to any non-cash consideration offered under such Superior Proposal; (iii) shall identify the third party making the Superior Proposal; and (iv) include a true and complete copy of the proposed definitive agreement for the Superior Proposal, all supporting materials and any amendments or supplements thereto. During the Matching Period, New World agrees not to accept, recommend, approve or enter into any agreement to implement such Superior Proposal and not to release the party making the Superior Proposal from any standstill provisions and shall not withdraw, redefine, modify or change its recommendation in respect of the Arrangement. In addition, during the Matching Period, New World shall, and shall cause its financial and legal advisors to, negotiate in good faith with Perimeter and its financial and legal advisors to make such adjustments in the terms and conditions of this Agreement and the Arrangement as would enable New World to proceed with the Arrangement as amended rather than the Superior Proposal. If Perimeter confirms in writing, prior to the expiry of the Matching Period, its commitment to amend this Agreement and the Arrangement on a basis such that the New World Board determines that the Superior Proposal is no longer a Superior Proposal, the New World Board shall not accept, recommend, approve or enter into any agreement to implement such Superior Proposal and shall not release the party making the Superior Proposal from any standstill provisions and shall not withdraw, redefine, modify or change its recommendation in respect of the Arrangement. Notwithstanding the foregoing, and for greater certainty, Perimeter shall have no obligation to make or negotiate any changes to this Agreement or the Arrangement if New World is in receipt of a Superior Proposal.

(d) Perimeter agrees that all information that may be provided to it by New World with respect to any Superior Proposal pursuant to this Section 3.4 shall be treated as if it were "Confidential Information" as that term is defined in the Confidentiality Agreement and shall not be disclosed or used except in accordance with the provisions of the Confidentiality Agreement or in order to enforce its rights under this Agreement in legal proceedings.
(e) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the New World Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 3.4, and Perimeter shall be afforded a new five Business Day Matching Period from the date on which New World received a Superior Proposal Notice in respect of such amendment or modification.
(f) The New World Board shall promptly reaffirm the New World Board Recommendation by press release after the New World Board determines that an Acquisition Proposal which has been publicly announced is not a Superior Proposal or the New World Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 3.4(c) would result in an Acquisition Proposal no longer being a Superior Proposal. New World shall provide Perimeter and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by Perimeter and its counsel.
(g) New World shall ensure that its Representatives and the New World's subsidiaries are aware of the provisions of this Section 3.4 and any violation of the restrictions in this Section 3.4 by New World, any of the New World's subsidiaries or any Representative of New World is deemed to be a breach of this Section 3.4 by New World. Furthermore, New World shall be responsible for any breach of this Section 3.4 by it, any of New World's subsidiaries and any Representatives of New World.

3.5 Access to Information

(a) From and after the date of the Original Agreement, each Party shall provide the other Party and its representatives access, during normal business hours and at such other time or times as a Party may reasonably request, to its premises (including field offices and sites), books, financial information, contracts, records, computer systems, properties, employees and management personnel and shall furnish promptly to the other Party all information concerning its business, properties and personnel as the other Party may reasonably request, which information shall remain subject to the Confidentiality Agreement, in order to permit the Parties to be in a position to expeditiously and efficiently integrate the business and operations of Perimeter with those of New World immediately upon but not prior to the Effective Date and provided that Perimeter's compliance with any request shall not unduly interfere with the conduct of Perimeter's business.
(b) The Parties acknowledge and agree that all information provided by one Party to the other pursuant to this Section 3.5 shall remain Confidential Information.

3.6 Confidentiality

(a) All Confidential Information: (i) will be used solely for the purpose of evaluating and considering the Transaction; (ii) will be kept strictly confidential by the receiving Party; and (iii) will be provided by the receiving Party solely to those of its Representatives to whom disclosure is reasonably deemed to be required to facilitate the receiving Party's evaluation or consideration of the Transaction. All Confidential Information is and will remain the property of the furnishing Party. Before providing access to Confidential Information to any Representative, the receiving Party will inform such Representative of the contents of this Agreement and the confidentiality of the Confidential Information, and will advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement.
(b) If the receiving Party is requested in any judicial or administrative proceeding, or by any governmental or regulatory authority, to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise), the receiving Party will give the furnishing Party prompt notice of such request so that the furnishing Party may seek an appropriate protective order, and, upon the furnishing Party's request and at the furnishing Party's expense, will cooperate with the furnishing Party in seeking such an order. If the receiving Party is nonetheless compelled to disclose Confidential Information, the receiving Party will disclose only that portion of the Confidential Information which the receiving Party is legally required to disclose and, upon the furnishing Party's request and at the furnishing Party's expense, will use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information to the extent such assurances are available.
(c) Each party acknowledges that the Confidential Information may contain material nonpublic information concerning the furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal and state securities laws on persons in possession of material nonpublic information, and agrees that while it is in possession of material nonpublic information with respect to the other Party, it will not purchase or sell any securities of the other Party, or communicate such information to any third party, in violation of applicable law. Nothing herein will constitute an admission by either Party that any Confidential Information in fact contains material nonpublic information concerning the furnishing Party.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of New World.

New World hereby makes the representations and warranties to and in favour of Perimeter and acknowledges that Perimeter is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) Each of New World and its material subsidiaries is a corporation or partnership duly incorporated, amalgamated, continued or created, as applicable, and validly subsisting under the Laws of its jurisdiction of incorporation, amalgamation, continuation or creation, as applicable, and has the requisite power and authority to carry on its business as it is now being conducted. Each of New World and its material subsidiaries is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect on New World and its subsidiaries, taken as a whole.
(b) The only subsidiaries of New World are the New World Subsidiaries. New World directly or indirectly beneficially owns all of the outstanding shares of each of the New World Subsidiaries and, no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of such subsidiary or has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement for the purchase or issuance of any shares, securities (including convertible securities) or warrants of any such subsidiary.
(c) New World is, directly and indirectly, the registered and beneficial owner of all of the outstanding shares or interests of each of its subsidiaries and no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of any subsidiaries of New World nor has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement for the purchase, subscription or issuance of any shares, securities (including convertible securities) or warrants of any of the subsidiaries of New World.
(d) New World has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by New World of the Transactions have been duly authorized by the New World Board and subject to (i) obtaining approval of the New World Board of the Joint Information Circular, and (ii) obtaining approval of the New World Shareholders of the New World Arrangement Resolution and the New World Amended Option Plan Resolution, no other corporate proceedings on the part of New World are or will be necessary to authorize this Agreement and the Transactions. This Agreement has been duly executed and delivered by New World and constitutes a legal, valid and binding obligation of New World enforceable against New World in accordance with its terms.
(e) Neither the execution and delivery of this Agreement by New World, the consummation by New World of the Transactions nor compliance by New World with any of the provisions hereof will: (i) violate, conflict with, or result in breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in a creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of New World or any of its subsidiaries under, any of the terms, conditions or provisions of (x) the notice of articles, articles or other constating documents of New World or any of its subsidiaries, or (y) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which New World or any of its subsidiaries is a party or to which it or its properties or assets, may be subject or by which New World or any of its subsidiaries is bound; (ii) subject to compliance with applicable Laws, violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to New World or any of its subsidiaries; or (iii) cause a
(f) Other than in connection with or in compliance with the provisions of applicable Laws:
- (i) there is no legal impediment to New World's consummation of the Transactions; and
- (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary by New World in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have any Material Adverse Effect on the ability of New World to consummate the Transactions.
(g) New World is authorized to issue an unlimited number of New World Common Shares and 13,299,045 New World Common Shares are issued and outstanding. Except as aforesaid, there are no outstanding securities of New World or options, warrants, rights or conversion or exchange privileges or other securities entitling anyone to acquire any securities of New World or any other rights, agreements (other than this Agreement) or commitments of any character whatsoever requiring the issuance, sale or transfer by New World of any securities of New World or any securities convertible into, exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of New World. All outstanding New World Common Shares have been duly authorized and validly issued, and are fully paid and non-assessable and are not subject to, nor have they been issued in violation of, any pre-emptive rights.
(h) All outstanding securities of New World have been issued in material compliance with all applicable Laws and any pre-emptive or similar rights applicable to them.
(i) There are no issued, outstanding or authorized notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of New World Common Shares on any matter.
(j) All dividends or distributions on securities of New World that have been declared or authorized have been paid in full.
(k) The New World Common Shares are listed and posted for trading on the TSX-V.
(l) None of the directors, officers or employees of New World, or, to the knowledge of New World, any person who owns, directly or indirectly, more than 10 percent of any class of securities of New World, or any associate or affiliate of any of the foregoing, has any material interest, direct or indirect, in any material transaction or any proposed material transaction with New World which, as the case may be, materially affects, is material to or will materially affect New World.
(m) Since 31 December 2018**:**
- (i) there has not been any Material Adverse Change in respect of New World on a consolidated basis and there have been no material facts, transactions, events or occurrences which, to the knowledge of New World, would reasonably be

expected to have a Material Adverse Effect on New World and its subsidiaries (taken as a whole);

(ii) each of New World and its subsidiaries has conducted its business only in the ordinary and normal course; and
(iii) no liability or obligation of any nature (whether absolute, accrued or contingent) material to New World or any of its subsidiaries has been incurred other than in the ordinary and normal course of business.
(n) There are no outstanding claims, suits, complaints, charges, investigations, actions or proceedings of any kind against New World or any of its predecessors or subsidiaries which, if determined adversely to New World or its subsidiaries, as applicable, would have a Material Adverse Effect on New World and its subsidiaries (taken as a whole) or on the ability of New World to consummate the Transactions and, to the knowledge of New World, no such claims, suits, complaints, charges, investigations, actions or proceedings are pending or threatened.
(o) As of the date of the Original Agreement, New World is a reporting issuer not in default (or the equivalent) under Canadian Securities Laws in each of the Provinces of Alberta and British Columbia. No securities commission or similar regulatory authority, or stock exchange in Canada or the United States has issued any order which is currently outstanding preventing or suspending trading in any securities of New World, no such proceeding is, to the knowledge of New World, pending, contemplated or threatened and New World is not, to its knowledge, in default of any requirement of any securities Laws, rules or policies applicable to New World or its securities.
(p) New World does not intend to correct or restate, nor, to the knowledge of New World, is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to in this Section 4.1(p). The New World Financial Statements were prepared and presented fairly, in all material respects, in accordance with generally accepted accounting principles in Canada, consistently applied, the financial position and condition of New World and its subsidiaries on a consolidated basis at the dates thereof and the results of the operations of New World and its subsidiaries on a consolidated basis for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments) and reflect all material assets, liabilities or obligations (absolute, accrued or contingent) of New World and its subsidiaries on a consolidated basis as at the dates thereof required to be disclosed therein.
(q) Except as disclosed in the New World Public Documents, there are no material offbalance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of New World or any of its subsidiaries with unconsolidated entities or other persons.
(r) Except for this Agreement and the transactions contemplated herein, there are no material contracts or agreements to which New World or any of its subsidiaries is a party or by which it is bound.
(s) Since 1 January 2017, New World has timely filed true and correct copies of the New World Public Documents that the Company is required to file under Canadian Securities Laws (including "documents affecting the rights of securityholders" and "material contracts" required to be filed by Part 12 of National Instrument 51-102 – Continuous Disclosure Obligations). New World Public Documents at the time filed (A) did not contain any misrepresentation; and (B) complied in all material respects with the requirements of applicable Canadian Securities Laws. Any amendments to the New World Public

Documents required to be made have been filed on a timely basis with the applicable Governmental Authority. New World has not filed any confidential material change report with any Governmental Authority which at the date of the Original Agreement remains confidential or any other confidential filings (including redacted filings) filed under Canadian Securities Laws or with any Governmental Authority.

(t) There are no outstanding or unresolved comments in comment letters from any Canadian Securities Administrators with respect to any of the New World Public Documents and, to the knowledge of New World, neither New World nor any of the New World Public Documents is the subject of an ongoing audit, review, comment or investigation by the British Columbia Securities Commission, the Alberta Securities Commission or the TSX-V.
(u) New World has not received notice of any material violation of, or investigation relating to, any federal, provincial, territorial or local Law with respect to its and its subsidiaries' current assets, business or operations and New World and its subsidiaries hold all permits, licenses and other authorizations which are required to be held by them under federal, provincial, territorial or local Laws relating to their assets, business or operations except where the failure to hold such permits, licenses or authorizations would not have a Material Adverse Effect on New World and its subsidiaries (taken as a whole). The assets of New World and its subsidiaries (taken as a whole), which are operated and maintained by them are in compliance with all terms and conditions of such Laws, permits, licenses and authorizations in all material respects.
(v) New World has complied with, performed, observe and satisfied all material terms, conditions, covenants, obligations and liabilities which have arisen under any title and operating documents affecting its interests in its assets or any applicable Laws relating to such interests and which are required to be satisfied, performed or observed by New World except where such non-compliance would not reasonably be expected to have a Material Adverse Effect on New World and its subsidiaries (taken as a whole).
(w) None of the New World Common Shares are the subject of any shareholder agreement, pooling agreement, escrow agreement, voting trust agreement or other similar agreement.
(x) The corporate records and minute books, books of account and other records of New World and each of its material subsidiaries have (whether of a financial or accounting nature or otherwise) been maintained in accordance with, in all material respects, all applicable statutory requirements and prudent business practice and are complete and accurate in all material respects.
(y) All material Returns required to be filed by New World or any of its subsidiaries or, to the knowledge of New World, their respective predecessors, have been duly filed on a timely basis and such Returns are true, complete and correct in all material respects and all Taxes or instalments of Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other Taxes or instalments of Taxes are payable by New World or any of its subsidiaries or, to the knowledge of New World, their respective predecessors with respect to items or periods covered by such Returns.
(z) New World has paid or provided adequate accruals in the New World Financial Statements for the periods through 31 December 2019 for Taxes, including income taxes and related future taxes, in conformity with generally accepted accounting principles applicable in Canada.
(aa) No material deficiencies exist or have been asserted with respect to Taxes of New World

or of any of its subsidiaries. Neither New World nor any of its subsidiaries or, to the knowledge of New World, their respective predecessors is a party to any action or proceeding for assessment or collection of Taxes, nor to the knowledge of New World, has such event been asserted or threatened against New World, any of its subsidiaries or any of their respective assets. No waiver or agreement extending any statute of limitations is in effect with respect to any Taxes or Returns of New World or any of its subsidiaries. The Returns (with respect to income taxes) of New World and its subsidiaries and, to the knowledge of New World, their respective predecessors have not been audited by a Governmental Authority, nor is any such audit in process or to the knowledge of New World, pending or threatened which resulted in or could result in a reassessment of Taxes owing by New World or any of its subsidiaries. New World and each of New World's subsidiaries has, in all material respects, (i) duly and timely withheld, or caused to be withheld, all Taxes required by applicable Laws to be withheld by them (including Taxes and other amounts required or permitted to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account of any Person, including any present or former employees, officers or directors and any persons who are non-residents of Canada for the purpose of the Tax Act) and duly and timely remitted, or caused to be remitted, to the appropriate Tax authority such Taxes required by applicable Laws to be remitted by it, and (ii) duly and timely collected, or caused to be collected, any sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by applicable Laws to be collected by it and duly and timely remitted to the appropriate Tax authority any such amounts required by applicable Laws to be remitted by it.

(bb) There are, and have been, no circumstances existing which could result in the application of section 17, section 78, section 79 or sections 80 to 80.04 of the Tax Act, or any equivalent provision under applicable provincial law, on or after the Effective Date in an amount which would be material to New World or any New World Subsidiary.
(cc) New World has not, either directly or indirectly, transferred any material property to or supplied any material services to or acquired any material property or services from a Person with whom it was not dealing at arm's length (for the purposes of the Tax Act) for consideration other than consideration equal to the fair market value of the property or services at the time of the transfer, supply or acquisition of the property or services. All material transactions between or among New World or any New World Subsidiary and any person with whom New World or such New World Subsidiary does not deal at arm's length comply with all applicable transfer pricing requirements imposed by any Governmental Authority and, in particular, New World has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act and the equivalent statutory provisions in any other applicable jurisdiction relating to transfer pricing documentation.
(dd) Neither New World nor any of its subsidiaries are a party to any tax sharing agreement, tax indemnification agreement or other agreement or arrangement relating to Taxes with any person. Neither New World nor any of its subsidiaries have any liability for the Taxes of any other person under any applicable legislation, as a transferee or successor, by contract or otherwise.
(ee) Any and all operations of New World and each of its material subsidiaries, and to the knowledge of New World, any and all operations by third parties, on or in respect of the assets and properties of New World or any of its material subsidiaries, have been conducted in compliance, in all material respects, with good industry practices in effect at the time of such operations.
(ff) To the knowledge of New World, New World and its subsidiaries have been and are in compliance in all material respects with all applicable federal, provincial, territorial, state,

municipal and local Laws, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign ("Environmental Laws") relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, Release, transport or handling of any Contaminants, except in each case where such non-compliance would not have a Material Adverse Effect on New World and its subsidiaries (taken as a whole).

(gg) To the knowledge of New World, New World and its subsidiaries, if applicable, have obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") necessary for the operation of their business as currently operated and each Environmental Permit is valid, subsisting and in good standing, including the filing or reporting of any information to any Governmental Authority under such Environmental Permits, the holders of the Environmental Permits are not in default or breach thereof, all security required by such Environmental Permits has been deposited, and no proceeding is pending or threatened to amend, suspend, revoke or limit any Environmental Permit, except in each case where the result would not have a Material Adverse Effect on New World and its subsidiaries (taken as a whole).
(hh) Neither New World nor any of its subsidiaries has received any notice of, or been prosecuted for an offence alleging non-compliance with any Environmental Laws, and none of New World or its subsidiaries has settled any allegation of non-compliance short of prosecution except in each case where such non-compliance would not have a Material Adverse Effect on New World and its subsidiaries (taken as a whole). Neither New World nor any of its subsidiaries have received any orders, directions or notices relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the current assets, or former assets (owned within the last 2 years), of New World or its subsidiaries, which orders, directions or notices remain outstanding or unresolved.
(ii) To the knowledge of New World, there has not occurred any material Releases of Contaminants by New World or any of its subsidiaries that have not been remedied, nor is New World or any of its subsidiaries the subject of any outstanding stop orders, control orders, clean up orders, environmental protection orders, enforcement orders or remediation or reclamation orders under applicable Environmental Laws and no such orders are pending or threatened.
(jj) Neither New World nor any of its subsidiaries have entered into or agreed to any court decree or order and is not subject to any judgment, order, decree or administrative penalty relating to compliance with, or liability under, any Environmental Laws or to the investigation or cleanup of any Contaminants, which investigation or clean up remains outstanding.
(kk) Neither New World nor any of its subsidiaries have any contingent liabilities, including any assumed, whether by contract or operation of law, liabilities or obligations which would reasonably be expected to cause, individually or in the aggregate, a Material Adverse Change in respect of New World and its subsidiaries (taken as a whole).
(ll) Each of New World and its subsidiaries has good and marketable title to all of its owned assets, free and clear of all material liens, charges, encumbrances and security interests of any nature or kind.
(mm) New World, its subsidiaries, and, to the knowledge of New World, their respective directors, officers and employees have not materially violated: (i) any applicable Laws related to money laundering, including applicable federal, state, international, foreign Laws or government guidance regarding money laundering; (ii) international anti-money

laundering principles or procedures of an intergovernmental group or organization; (iii) any executive order, directive, or regulation pursuant to the authority of any of the foregoing; or any orders or licenses issued thereunder (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Authority involving New World, its subsidiaries, or, to the knowledge of New World, their respective directors, officers and employees relating to Money Laundering Laws is pending or, to the knowledge of New World, threatened.

(nn) New World, its subsidiaries, and, to the knowledge of New World, their respective directors, officers and employees have not taken any action, directly or indirectly, that would result in a material violation of the U.S. Foreign Corrupt Practices Act of 1977 ("FCPA") or Canada's Corruption of Foreign Public Officials Act ("CFPOA"), the rules and regulations thereunder, or any analogous anti-corruption laws applicable to New World or any of its subsidiaries (collectively "Anti-Corruption Laws").
(oo) New World and its subsidiaries have conducted their business in material compliance with the FCPA and CFPOA, and other applicable Anti-Corruption Laws, and have instituted and maintained policies and procedures reasonably designed to ensure continued compliance with those Laws.
(pp) No proceeding by or before any Governmental Authority involving New World, its subsidiaries, or, to the knowledge of New World, their respective directors, officers and employees relating to the FCPA, CFPOA, or other applicable Anti-Corruption Laws is pending or, to the knowledge of New World, threatened.
(qq) No civil, criminal, or administrative penalties have been imposed on New World or its subsidiaries with respect to violations of the FCPA, CFPOA, or other applicable Anti-Corruption Laws, nor have any disclosures been submitted to any other Governmental Authority with respect to violations of such Laws.
(rr) New World is a "foreign private issuer" within the meaning of Rule 3b-4 under the U.S. Exchange Act.
(ss) New World has no class of securities that is registered or required to be registered under section 12 of the U.S. Exchange Act, nor is New World subject to any reporting obligation under section 15(d) of the U.S. Exchange Act. New World has never had a class of securities registered under section 12 of the U.S. Exchange Act.
(tt) New World is not required to be registered as an "investment company" within the meaning of the U.S. Investment Company Act of 1940, as amended.
(uu) Neither New World nor any of its subsidiaries are a party to or bound or affected by any commitment, agreement or document (that will continue in full force and effect upon the completion of the Arrangement) containing an area of mutual interest or any covenant expressly limiting its freedom to compete in any line of business, compete in any geographic region, transfer or move any of its assets or operations, where such covenant would have a Material Adverse Effect on the business of Amalco and its subsidiaries (taken as a whole).
(vv) Except for the existing stock option plan of New World and the New World Amended Option Plan, New World does not have in effect any bonus plan, commission plan, profit sharing plan, pension plan, royalty plan or arrangement, defined benefit plan or employee benefit plan for the benefit of any of its employees, officers, directors or shareholders.
(ww) Neither New World nor any of its subsidiaries has engaged in any unfair employment or labour practice and no employment standards or unfair labour practice complaint is

pending that would reasonably be likely to result in material liability to New World and its subsidiaries.

(xx) There are no claims, demands, charges of discrimination, suits, litigation, or investigations against New World and its subsidiaries that are, to New World's and its subsidiaries' knowledge, pending or threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor, including, without limitation, any claim, demand, charge of discrimination, suit, litigation, or investigation relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment related matter arising under applicable Laws.
(yy) All compensation, including wages (including overtime), commissions, bonuses, fees and other compensation, payable to all employees, consultants, interns or independent contractors of New World and its subsidiaries for services performed on or prior to the date of this Agreement have been paid in full in accordance with their applicable terms.
(zz) New World and its subsidiaries do not have in place or in effect any employment agreements.
(aaa) New World and its subsidiaries are in material compliance with all terms and conditions of employment and all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, workers' compensation, human rights, labour relations and privacy and there are no current, pending, or to the knowledge of New World, threatened proceedings before any court, board or tribunal with respect to any of the areas listed herein.
(bbb) Other than the Financial Advisor, New World and the New World Board have not retained any financial advisor, broker, agent or finder, or paid or agreed to pay or have New World pay any financial advisor, broker, agent or finder on account of this Agreement or the Arrangement or any transaction presently ongoing.
(ccc) The data and information in respect of New World and its assets, liabilities, business and operations included in the virtual data room maintained by New World as of the date of the Original Agreement was and is accurate and correct in all material respects as at the respective dates thereof. New World has not withheld from Perimeter any material information or documents concerning New World or any of its subsidiaries or their respective assets or liabilities during the course of Perimeter's review of New World, its subsidiaries and their respective assets which have been requested by Perimeter or any of its Representatives.
(ddd) To the knowledge of New World, no related party of New World (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding the New World Common Shares, except for related parties who will not receive a "collateral benefit" (within the meaning of such instrument) as a consequence of the Transactions.
(eee) The Amalco Common Shares to be issued pursuant to the Transactions shall be exempt from the prospectus requirements of applicable Canadian Securities Laws. Such securities shall not be subject to any "hold period" resale restrictions under National

Instrument 45-102 – Resale of Securities of the Securities Authorities.

(fff) The Financial Advisor has delivered an oral opinion to the New World Board to the effect that as of the date of the Original Agreement, subject to the assumptions and limitations set out therein, the Amalco Common Shares to be received by the New World Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the New World Shareholders. New World has been authorized by the Financial Advisor to permit inclusion of the Fairness Opinion and references thereto and summaries thereof in the Joint Information Circular.

4.2 Representations and Warranties of Perimeter.

Perimeter hereby makes the representations and warranties, except as set forth in the Perimeter Disclosure Letter, to and in favour of New World and acknowledges that New World is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) Each of Perimeter and the Perimeter Subsidiaries is a corporation or partnership duly incorporated, amalgamated, continued or created, as applicable, and, except as set forth in the Perimeter Disclosure Letter, validly subsisting under the Laws of its jurisdiction of incorporation, amalgamation, continuation or creation, as applicable, and has the requisite power and authority to carry on its business as it is now being conducted. Each of Perimeter and the Perimeter Subsidiaries is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect on Perimeter and the Perimeter Subsidiaries, taken as a whole.
(b) Perimeter has no subsidiaries other than as set forth in the Perimeter Disclosure Letter (collectively, the "Perimeter Subsidiaries").
(c) Perimeter is, directly and indirectly, the registered and beneficial owner of all of the outstanding shares or interests of each of the Perimeter Subsidiaries and no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of any subsidiaries of Perimeter nor has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement for the purchase, subscription or issuance of any shares, securities (including convertible securities) or warrants of any of the subsidiaries of Perimeter.
(d) Perimeter has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by Perimeter of the Transactions have been duly authorized by the Perimeter Board and, subject to obtaining approval of the Perimeter Board of the Joint Information Circular and of the Perimeter Shareholders, no other corporate proceedings on the part of Perimeter are or will be necessary to authorize this Agreement and the Transactions. This Agreement has been duly executed and delivered by Perimeter and constitutes a legal, valid and binding obligation of Perimeter enforceable against Perimeter in accordance with its terms.
(e) Neither the execution and delivery of this Agreement by Perimeter, the consummation by Perimeter or any of the Perimeter Subsidiaries of the Transactions nor compliance by Perimeter or any of the Perimeter Subsidiaries with any of the provisions hereof will: (i) violate, conflict with, or result in breach of any provision of, require any consent, approval, notice or payment of a fee or other consideration under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in a creation of any lien, security

interest, charge or encumbrance upon any of the properties or assets of Perimeter or any of the Perimeter Subsidiaries under, any of the terms, conditions or provisions of (x) the articles, by-laws or other organizational documents of Perimeter or any of the Perimeter Subsidiaries, or (y) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which Perimeter or any of the Perimeter Subsidiaries is a party or to which it, or its properties or assets, may be subject or by which Perimeter or any of the Perimeter Subsidiaries is bound; (ii) subject to compliance with applicable Laws, violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to Perimeter or any of the Perimeter Subsidiaries or (iii) cause a suspension or revocation of any authorization for a consent, approval, license currently in effect (except, in the case of each of clauses (i), (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions or revocations which, or any consents, approvals or notices which if not given or received, would not have any Material Adverse Effect on Perimeter and the Perimeter Subsidiaries (taken as a whole) or on the ability of Perimeter or any of the Perimeter Subsidiaries to consummate the Transactions).

(f) Other than in connection with or in compliance with the provisions of applicable Laws:
- (i) there is no legal impediment to Perimeter's consummation of the Transactions; and
- (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary by Perimeter in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have any Material Adverse Effect on the ability of Perimeter to consummate the Transactions.
(g) Perimeter is authorized to issue an unlimited number of Perimeter Common Shares, of which, as at the date of the Original Agreement, Perimeter has issued and outstanding 54,505,678 Perimeter Common Shares. In addition, as of the date of the Original Agreement, Perimeter has issued and outstanding Perimeter Options entitling the holders thereof to acquire an aggregate of 21,153,739 Perimeter Common Shares, 5,888,732 Perimeter Warrants to purchase Perimeter Common Shares and Perimeter Debentures convertible into an aggregate of 51,503,812 Perimeter Common Shares. The Perimeter Disclosure Letter sets forth the particulars, as of the date of the Original Agreement, of all grants and issuances of outstanding Perimeter Options, Perimeter Warrants and Perimeter Debentures, including the holders thereof, exercise prices, grant dates and expiry dates, as applicable. Except as described in the preceding sentence, there are no outstanding shares of Perimeter or options, warrants, rights or conversion or exchange privileges or other securities entitling anyone to acquire any shares of Perimeter or any other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by Perimeter of any shares of Perimeter (including Perimeter Common Shares) or any securities convertible into, exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of Perimeter. All outstanding Perimeter Common Shares have been duly authorized and validly issued, and are fully paid and non-assessable and are not subject to, nor have they been issued in violation of, any pre-emptive rights, and all Perimeter Common Shares issuable upon exercise or conversion of outstanding Perimeter Options, Perimeter Warrants and Perimeter Debentures in accordance with their terms, will be duly authorized and validly issued, fully paid and non-assessable and will not be subject to any pre-emptive rights.
(h) None of the directors, officers or employees of Perimeter, or, to the knowledge of Perimeter, any person who owns, directly or indirectly, more than 10 percent of any class of securities of Perimeter, or any associate or affiliate of any of the foregoing, had or has

any material interest, direct or indirect, in any material transaction or any proposed material transaction with Perimeter which, as the case may be, materially affects, is material to or will materially affect Perimeter.

(i) Since 31 December 2018:
- (i) there has not been any Material Adverse Change in respect of Perimeter on a consolidated basis and there have been no material facts, transactions, events or occurrences which would reasonably be expected to have a Material Adverse Effect on Perimeter and the Perimeter Subsidiaries (taken as a whole);
- (ii) each of Perimeter and the Perimeter Subsidiaries has conducted its business only in the ordinary and normal course; and
- (iii) no liability or obligation of any nature (whether absolute, accrued or contingent) material to Perimeter or any of the Perimeter Subsidiaries has been incurred other than in the ordinary and normal course of business.
(j) There are no outstanding claims, suits, complaints, charges, investigations, actions or proceedings of any kind against Perimeter, any of the Perimeter Subsidiaries or, to the knowledge of Perimeter, any of its predecessors which, if determined adversely to Perimeter or the Perimeter Subsidiaries, as applicable, would have a Material Adverse Effect on Perimeter and the Perimeter Subsidiaries (taken as a whole) or on the ability of Perimeter to consummate the Transactions, and, to the knowledge of Perimeter, no such claims, suits, complaints, charges, investigations, actions or proceedings are pending or threatened.
(k) Perimeter does not intend to correct or restate, nor, is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to in this Section 4.2(k). Perimeter's consolidated financial statements included in the Perimeter Disclosure Letter were prepared and presented fairly, in all material respects, in accordance with generally accepted accounting principles in Canada, consistently applied, the financial position and condition of Perimeter and the Perimeter Subsidiaries on a consolidated basis at the dates thereof and the results of the operations of Perimeter and the Perimeter Subsidiaries on a consolidated basis for the periods then ended (subject to adjustments necessary to present such financial statements under International Financial Reporting Standards, including valuation of share-based compensation and purchased assets) and reflect all material assets, liabilities or obligations (absolute, accrued or contingent) of Perimeter and the Perimeter Subsidiaries on a consolidated basis as at the dates thereof required to be disclosed therein.
(l) Except as disclosed in the Perimeter Disclosure Letter, there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Perimeter or any of the Perimeter Subsidiaries with unconsolidated entities or other persons.
(m) The Perimeter Disclosure Letter lists all material contracts or agreements to which Perimeter or any of the Perimeter Subsidiaries is a party or by which it is bound as at the date of the Original Agreement. For the purposes of this subsection, any contract or agreement pursuant to which Perimeter or any of the Perimeter Subsidiaries will, or may reasonably be expected to, result in a requirement of Perimeter or any of the Perimeter Subsidiaries to expend more than an aggregate of $100,000 or receive or be entitled to receive revenue of more than $100,000, in either case in the next twelve months, shall be considered to be material.
(n) Perimeter does not have in effect any bonus plan, commission plan, profit sharing plan,

pension plan, royalty plan or arrangement, defined benefit plan or employee benefit plan for the benefit of any of its employees, officers, directors or shareholders, other than the Perimeter Equity Plan and health and retirement plans the details of all of which have been disclosed in the Perimeter Disclosure Letter. All such plans have been fully funded or premiums have been paid (other than amounts accrued for in Perimeter's books and records).

(o) Perimeter and the Perimeter Subsidiaries do not have in place or in effect any employment agreements which provide for a payment accruing as a result of the Arrangement or other change of control of Perimeter.
(p) Neither Perimeter nor any of the Perimeter Subsidiaries is a party to or bound by, either directly or indirectly, any collective agreement, letter of understanding, letter of intent or other legally binding commitment with any trade union, association, union, labour organization or other group (whether certified or not) which may qualify as a trade union, association, union or labour organization. There is not, and has not been for the past two most recently completed financial years, any union or similar organization representing or purporting to represent any employee of Perimeter or the Perimeter Subsidiaries, and, to Perimeter and the Perimeter Subsidiaries' knowledge, no union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining.
(q) Neither Perimeter nor any of the Perimeter Subsidiaries has engaged in any unfair employment or labour practice and no employment standards or unfair labour practice complaint is pending that would reasonably be likely to result in material liability to Perimeter or the Perimeter Subsidiaries.
(r) There is not now, nor for the last two most recently completed financial years has there been, any material labour strike, dispute, slow-down or work stoppage, lockout, concerted refusal to work overtime or other similar labour disruption or dispute pending or threatened against or involving Perimeter or any of the Perimeter Subsidiaries.
(s) Perimeter and the Perimeter Subsidiaries have been and are in compliance in all material respects with all applicable U.S. Employment Laws relating to employment and employment practices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of Perimeter and the Perimeter Subsidiaries, including all U.S. Employment Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave and unemployment insurance or any other employment matter arising under applicable Laws, except in each case where such non-compliance would not have a Material Adverse Effect on Perimeter and the Perimeter Subsidiaries (taken as a whole). To the knowledge of Perimeter, all individuals characterized and treated by Perimeter and the Perimeter Subsidiaries as consultants or independent contractors are properly treated as independent contractors under all applicable Laws. To the knowledge of Perimeter, all employees of Perimeter and the Perimeter Subsidiaries classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Perimeter and the Perimeter Subsidiaries are in compliance with and have complied with all immigration laws.
(t) There are no claims, demands, charges of discrimination, suits, litigation, or investigations against Perimeter or the Perimeter Subsidiaries that are, to Perimeter and the Perimeter Subsidiaries' knowledge, pending or threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any

current or former applicant, employee, consultant, volunteer, intern or independent contractor, including, without limitation, any claim, demand, charge of discrimination, suit, litigation, or investigation relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment related matter arising under applicable Laws.

(u) All compensation, including wages (including overtime), commissions, bonuses, fees and other compensation, payable to all employees, consultants, interns or independent contractors of Perimeter or the Perimeter Subsidiaries for services performed on or prior to the date of this Agreement have been, or will be, paid in full in accordance with their applicable terms.
(v) Neither Perimeter nor any ERISA Affiliate has at any time during the last six years maintained, sponsored, contributed to or had an obligation to contribute to: (i) a multiemployer plan within the meaning of Section 3(37) of ERISA; (ii) a "multiple employer plan" within the meaning of Section 413(c) of the U.S. Tax Code; (iii) a "multiple employer welfare arrangement" (as defined in Section 3(40) of ERISA); or (iv) an employee benefit plan subject to the minimum funding standards of Section 412 of the U.S. Tax Code or Section 302 of ERISA.
(w) Perimeter and the Perimeter Subsidiaries do not have any currently outstanding hedges, swaps or other derivative instruments or like transactions.
(x) Perimeter has not received notice of any material violation of, or investigation relating to, any federal, provincial or local Law with respect to its and the Perimeter Subsidiaries' current assets or former assets (owned within the last 2 years), business or operations and Perimeter and the Perimeter Subsidiaries hold all permits, licenses and other authorizations which are required to be held by them under federal, provincial or local Laws relating to their assets, business or operations except where the failure to hold such permits, licenses or authorizations would not have a Material Adverse Effect on Perimeter and the Perimeter Subsidiaries (taken as a whole). The assets of Perimeter and the Perimeter Subsidiaries (taken as a whole), which are operated and maintained by them are in compliance with all terms and conditions of such Laws, permits, licenses and authorizations in all material respects.
(y) No securities commission, stock exchange or similar regulatory authority in Canada or the United States has issued any order which is currently outstanding preventing or suspending trading in any securities of Perimeter, no such proceeding is, to the knowledge of Perimeter, pending, contemplated or threatened and Perimeter is not in default of any requirement of any securities Laws, rules or policies applicable to Perimeter or its securities.
(z) Other than pursuant to the Concurrent Financing, Perimeter and the Perimeter Board have not retained any financial advisor, broker, agent or finder, or paid or agreed to pay or have Perimeter pay any financial advisor, broker, agent or finder on account of this Agreement or the Arrangement or any transaction presently ongoing.
(aa) To the knowledge of Perimeter, none of the Perimeter Common Shares are the subject of any shareholders' agreement, pooling agreement, escrow agreement, voting trust agreement or other similar agreement.
(bb) The corporate records and minute books of Perimeter and each of the Perimeter

Subsidiaries have been maintained in accordance with, in all material respects, all applicable statutory requirements and prudent business practice and are complete and accurate in all material respects except for minutes which are in draft form.

(cc) All material Returns required to be filed by Perimeter or any of the Perimeter Subsidiaries or, to the knowledge of Perimeter, their respective predecessors have been duly filed on a timely basis and such Returns are true, complete and correct in all material respects and all Taxes or instalments of Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other material Taxes or instalments of Taxes are payable by Perimeter or any of the Perimeter Subsidiaries or, to the knowledge of Perimeter, their respective predecessors with respect to items or periods covered by such Returns.
(dd) Perimeter has paid or provided adequate accruals in the Perimeter Financial Statements for the periods through 31 December 2019 for Taxes, including income taxes and related future taxes, in conformity with generally accepted accounting principles applicable in Canada.
(ee) No material deficiencies exist or have been asserted with respect to Taxes of Perimeter or any of the Perimeter Subsidiaries. Except as set forth in the Perimeter Disclosure Letter, neither Perimeter nor any of the Perimeter Subsidiaries or, to the knowledge of Perimeter, their respective predecessors is a party to any action or proceeding for assessment or collection of Taxes, nor to the knowledge of Perimeter, has such event been asserted or threatened against Perimeter, any of the Perimeter Subsidiaries or any of their respective assets. Except as set forth in the Perimeter Disclosure Letter, no waiver or agreement extending any statute of limitations is in effect with respect to any Taxes or Returns of Perimeter or Returns of a Perimeter Subsidiary. Except as set forth in the Perimeter Disclosure Letter, the Returns of Perimeter and the Perimeter Subsidiaries and, to the knowledge of Perimeter, their respective predecessors have not been audited by a Governmental Authority, nor is any such audit in process or to the knowledge of Perimeter, pending or threatened which resulted in or could result in a reassessment of Taxes owing by Perimeter or any of the Perimeter Subsidiaries. Perimeter and each of the Perimeter Subsidiaries has, in all material respects, (i) duly and timely withheld, or caused to be withheld, all Taxes required by applicable Laws to be withheld by them (including Taxes and other amounts required or permitted to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account of any Person, including any present or former employees, officers or directors and any persons who are non-residents of Canada for the purpose of the Tax Act) and duly and timely remitted, or caused to be remitted, to the appropriate Tax authority such Taxes required by applicable Laws to be remitted by it; and (ii) duly and timely collected, or caused to be collected, any sales or transfer taxes, including goods and services, harmonized sales and provincial sales taxes, required by applicable Laws to be collected by it and duly and timely remitted to the appropriate Tax authority any such amounts required by applicable Laws to be remitted by it.
(ff) There are, and have been, no circumstances existing which could result in the application of section 17, section 78, section 79 or sections 80 to 80.04 of the Tax Act, or any equivalent provision under applicable provincial law, on or after the Effective Date in an amount which would be material to Perimeter or any Perimeter Subsidiary.
(gg) Perimeter has not, either directly or indirectly, transferred any material property to or supplied any material services to or acquired any material property or services from a Person with whom it was not dealing at arm's length (for the purposes of the Tax Act) for consideration other than consideration equal to the fair market value of the property or services at the time of the transfer, supply or acquisition of the property or services. All material transactions between or among Perimeter or any Perimeter Subsidiary and any

person with whom Perimeter or such Perimeter Subsidiary does not deal at arm's length comply with all applicable transfer pricing requirements imposed by any Governmental Authority and, in particular, Perimeter has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act and the equivalent statutory provisions in any other applicable jurisdiction relating to transfer pricing documentation.

(hh) Neither Perimeter nor any of the Perimeter Subsidiaries are a party to any tax sharing agreement, tax indemnification agreement or other agreement or arrangement relating to Taxes with any person. Neither Perimeter nor any of the Perimeter Subsidiaries have any liability for the Taxes of any other person under any applicable legislation, as a transferee or successor, by contract or otherwise.
(ii) Perimeter is not a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of Perimeter or applicable Laws and other than standard indemnity agreements in agreements entered into by Perimeter in the ordinary course of business, transfer agency, depository, underwriting and agency agreements and in the ordinary course provided to its lenders) or any like commitment in respect of the obligations, liabilities (contingent or otherwise) of indebtedness of any other Person.
(jj) Any and all operations of Perimeter and each of the Perimeter Subsidiaries, and to the knowledge of Perimeter, any and all operations by third parties, on or in respect of the assets and properties of Perimeter or any of the Perimeter Subsidiaries, have been conducted in compliance, in all material respects, with good industry practices in effect at the time of such operations.
(kk) Perimeter and the Perimeter Subsidiaries have been and are in compliance in all material respects with all applicable Environmental Laws relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, Release, transport or handling of any Contaminants, except in each case where such non-compliance would not have a Material Adverse Effect on Perimeter and the Perimeter Subsidiaries (taken as a whole).
(ll) Neither Perimeter nor any of the Perimeter Subsidiaries have any contingent liabilities, including any assumed, whether by contract or operation of law, liabilities or obligations which would reasonably be expected to cause, individually or in the aggregate, a Material Adverse Change in respect of Perimeter and the Perimeter Subsidiaries (taken as a whole).
(mm) Each of Perimeter and the Perimeter Subsidiaries has good and marketable title to all of its owned assets, free and clear of all material liens, charges, encumbrances and security interests of any nature or kind.
(nn) Perimeter's and the Perimeter Subsidiaries' preclinical tests and clinical trials were and, if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such studies and with standard medical and scientific research procedures; each description of the results of such studies is accurate and complete in all material respects and fairly presents the data derived from such studies, and Perimeter has no knowledge of any other studies the results of which are inconsistent with, or otherwise call into question, the results of such studies. Perimeter and the Perimeter Subsidiaries have made all such filings and obtained all such approvals or authorizations as may be required by the Food and Drug Administration of the U.S. Department of Health and Human Services or from any other U.S. or foreign government or drug or medical device regulatory agency, or health care facility institutional review board (collectively, the "Regulatory Agencies"), except where

the failure to make such filing or obtain such approval would not reasonably be expected to, individually or in the aggregate, result in a material adverse effect on Perimeter and the Perimeter Subsidiaries, taken as a whole. Neither Perimeter nor any of the Perimeter Subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the termination, suspension or material modification of any clinical trials nor is Perimeter aware of any reasonable grounds for such notice or correspondence. Except as would not reasonably be expected to have a Material Adverse Effect, Perimeter and its subsidiaries have operated and currently are in compliance in with all applicable laws, rules, regulations and policies of the Regulatory Agencies.

(oo) Perimeter and the Perimeter Subsidiaries are, and at all times have been, in compliance with all applicable statutes, rules and regulations applicable to the Health Care Laws, as defined below, except where failure to be in compliance would not be reasonably expected to have a Material Adverse Effect. For purposes of this Agreement, "Health Care Laws" means: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.) and the regulations promulgated thereunder; (ii) all applicable federal, state, local and all applicable foreign health care related fraud and abuse laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the U.S. False Statements Law (42 U.S.C. § 1320a-7b(a)), the Civil Monetary Penalties Law (42 U.S.C. §1320a-7a), the U.S. Civil False Claims Act (31 U.S.C. § 3729 et seq.), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. §§ 286 and 287, and the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability Act of 1996 ("HIPAA") (42 U.S.C. §§1320d et seq.), the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h), the exclusion law (42 U.S.C. § 1320a-7), the statutes, regulations and directives of applicable government funded or sponsored healthcare programs, and the regulations promulgated pursuant to such statutes, including but not limited to the coverage and payment provisions of Medicare (Title XVIII of the Social Security Act) and, Medicaid (Title XIX of the Social Security Act); (iii) the Standards for Privacy of Individually Identifiable Health Information, the Security Standards, and the Standards for Electronic Transactions and Code Sets promulgated under HIPAA, the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") (42 U.S.C. §§ 17921 et seq.), and the regulations promulgated thereunder and any state or non-U.S. counterpart thereof or other law or regulation the purpose of which is to protect the privacy of individuals or prescribers; and (iv) any and all other applicable health care laws and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, advertising, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by Perimeter or the Perimeter Subsidiaries. Neither Perimeter nor any of the Perimeter Subsidiaries has received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in material violation of any Health Care Laws, and, to the Perimeter's knowledge, no such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action is threatened. Neither Perimeter, the Perimeter Subsidiaries, nor any of their officers, directors, employees, contractors and agents, is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory authority. Additionally, neither Perimeter including any of its employees, contractors, agents, officers or directors, nor its subsidiaries including any of the subsidiary's employees, contractors, agents, officers or directors has been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical research or, to Perimeter's knowledge, is subject to a governmental inquiry, investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion. Perimeter and its subsidiaries have filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by the Health Care Laws, and all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were timely, complete, accurate and not misleading on the date filed in all material respects (or were corrected or supplemented by a subsequent submission).

(pp) Neither Perimeter nor any of the Perimeter Subsidiaries are a party to or bound or affected by any commitment, agreement or document (that will continue in full force and effect upon the completion of the Arrangement) containing an area of mutual interest or any covenant expressly limiting its freedom to compete in any line of business, compete in any geographic region, transfer or move any of its assets or operations, where such covenant would have a Material Adverse Effect on the business of Perimeter and the Perimeter Subsidiaries (taken as a whole).
(qq) The policies of insurance in force at the date of the Original Agreement naming Perimeter as an insured and as disclosed in the Perimeter Disclosure Letter remain in force and effect.
(rr) To the knowledge of Perimeter, Perimeter or the Perimeter Subsidiaries own or have the right to use all Intellectual Property required to carry on its business as currently conducted except where the failure to own or have the right would not have a Material Adverse Effect on Perimeter and the Perimeter Subsidiaries (taken as a whole). Perimeter is not in receipt of any claim of infringement by Perimeter or any of the Perimeter Subsidiaries or any claim of breach by Perimeter or any of the Perimeter Subsidiaries of any Intellectual Property rights or industrial rights of any other person, and neither Perimeter nor any of the Perimeter Subsidiaries have received any notice that the conduct of its business infringes, misappropriates or otherwise violates the Intellectual Property rights or industrial rights of any other person. To the knowledge of Perimeter, no process or equipment used or manufactured by or for the benefit of Perimeter or any of the Perimeter Subsidiaries or that may be utilized by Perimeter or any of the Perimeter Subsidiaries, will infringe any Intellectual Property rights of any person.
(ss) All computer hardware and their associated firmware and operating systems, application software, database engines and processed data, technology infrastructure and other computer systems used in connection with Perimeter's and any of the Perimeter Subsidiaries' assets, business or operations (collectively, the "Technology") are reasonable for conducting the business related thereto except where it would not reasonably be expected to have a Material Adverse Effect on Perimeter and the Perimeter Subsidiaries (taken as a whole). Perimeter or the Perimeter Subsidiaries own or have validly licensed (and is not in breach of such licenses in any material respect) such Technology and has put in place reasonable virus protection and security measures in relation to such Technology. Perimeter and the Perimeter Subsidiaries have reasonable back-up systems and audit procedures and disaster recovery and cybersecurity strategies in relation to the continued availability of the functionality provided by the Technology.
(tt) Perimeter, the Perimeter Subsidiaries, and, to the knowledge of Perimeter, their respective directors, officers and employees have not materially violated any applicable Money Laundering Laws and no action, suit or proceeding by or before any court or Governmental Authority involving Perimeter, the Perimeter Subsidiaries, or, to the knowledge of Perimeter, their respective directors, officers and employees relating to Money Laundering Laws is pending or, to the knowledge of Perimeter, threatened.
(uu) Perimeter, the Perimeter Subsidiaries, and, to the knowledge of Perimeter, their respective directors, officers and employees have not taken any action, directly or indirectly, that would result in a material violation of the FCPA, CFPOA or any other Anti-Corruption Laws applicable to Perimeter or any the Perimeter Subsidiaries.
(vv) Perimeter and the Perimeter Subsidiaries have conducted their business in material compliance with the FCPA and CFPOA, and other applicable Anti-Corruption Laws, and have instituted and maintained policies and procedures reasonably designed to ensure continued compliance with those Laws.
(ww) No proceeding by or before any Governmental Authority involving Perimeter, the Perimeter Subsidiaries, or, to the knowledge of Perimeter, their respective directors, officers and employees relating to the FCPA, CFPOA, or other applicable Anti-Corruption Laws is pending or, to the knowledge of Perimeter, threatened.
(xx) No civil, criminal, or administrative penalties have been imposed on Perimeter or the Perimeter Subsidiaries with respect to violations of the FCPA, CFPOA, or other applicable Anti-Corruption Laws, nor have any disclosures been submitted to any other Governmental Authority with respect to violations of such Laws.
(yy) The data and information in respect of Perimeter and its assets, liabilities, business and operations included in the virtual data room maintained by Perimeter as of the date or the Original Agreement was and is accurate and correct in all material respects as at the respective dates thereof. Perimeter has not withheld from New World any material information or documents concerning Perimeter or any of the Perimeter Subsidiaries or their respective assets or liabilities during the course of New World's review of Perimeter, the Perimeter Subsidiaries and their respective assets which have been requested by New World or any of its Representatives.
(zz) Perimeter is not incorporated in the United States, is not organized under the laws of the United States and does not have its principal offices within the United States.
(aaa) Neither Perimeter nor any of the Perimeter Subsidiaries has any benefit plans or obligations to maintain or contribute to any benefit plans that are subject to the United States ERISA and neither is subject to any fines, taxes or penalties for not maintaining or contributing to any such benefit plan.

4.3 Privacy Issues

(a) For the purposes of this Section 4.3, the following definitions shall apply:
- (i) "applicable law" means, in relation to any person, transaction or event, all applicable provisions of laws, statutes, rules, regulations, official directives and orders of and the terms of all judgments, orders and decrees issued by any authorized authority by which such person is bound or having application to the transaction or event in question, including applicable privacy laws.
- (ii) "applicable privacy laws" means any and all applicable laws relating to privacy and the collection, use and disclosure of Personal Information in all applicable jurisdictions, including the Personal Information Protection and Electronic Documents Act (British Columbia) and/or any comparable provincial law including the Personal Information Protection Act (Ontario).
- (iii) "authorized authority" means, in relation to any person, transaction or event, any (A) federal, provincial, municipal or local governmental body (whether administrative, legislative, executive or otherwise), both domestic and foreign, (B) agency, authority, commission, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, (C) court, arbitrator, commission or body exercising judicial, quasi-judicial, administrative or

similar functions, and (D) other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange, in each case having jurisdiction over such person, transaction or event.

(iv) "Personal Information" means information about an identifiable individual transferred to Perimeter by New World or to New World by Perimeter in accordance with this Agreement and/or as a condition of the Arrangement.

The Parties acknowledge that they are responsible for compliance at all times with applicable privacy laws which govern the collection, use and disclosure of Personal Information acquired by or disclosed to either Party pursuant to or in connection with this Agreement (the "Disclosed Personal Information").

(b) Neither Party shall collect, use or disclose the Disclosed Personal Information provided to it for any purposes other than those related to the performance of this Agreement and the completion of the Arrangement.
(c) Each Party agrees to collect, use and disclose the Disclosed Personal Information provided to it only as necessary for the purposes of determining if the Parties should proceed with the Arrangement and, if the determination is made to proceed with the Arrangement, for the purposes of the Parties carrying out and completing the Arrangement.
(d) Where the Arrangement is completed, the Parties agree to use and disclose the Disclosed Personal Information only for those purposes for which the Disclosed Personal Information was initially collected from or in respect of the individuals, and the Parties agree to restrict the disclosure of Disclosed Personal Information to that which relates solely to the carrying on of the business or activity or the carrying out of the objects for which the Arrangement took place.
(e) Each Party acknowledges and confirms that it has and shall continue to employ appropriate technology and procedures in accordance with applicable law to prevent accidental loss or corruption of the Disclosed Personal Information, unauthorized input or access to the Disclosed Personal Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of such Disclosed Personal Information.
(f) Each Party shall at all times keep strictly confidential all Disclosed Personal Information provided to it, and shall instruct those employees or advisors responsible for processing such Disclosed Personal Information to protect the confidentiality of such information in a manner consistent with the Parties' obligations hereunder. Each Party shall ensure that access to the Disclosed Personal Information provided to it shall be restricted to those employees or advisors of the respective Party who have a bona fide need to access to such information in order to complete the Arrangement.
(g) Each Party shall promptly notify the other Party to this Agreement of all inquiries, complaints, requests for access, and claims of which the Party is made aware in connection with the Disclosed Personal Information. The Parties shall fully co-operate with one another, with the persons to whom the Disclosed Personal Information relates, and any authorized authority charged with enforcement of applicable privacy laws, in responding to such inquiries, complaints, requests for access, and claims.
(h) If the Arrangement does not proceed or is not completed, the Party to whom the Disclosed Personal Information was disclosed, if the information is still in the custody of or under the control of that Party, agrees to either destroy the information or turn it over to

the Party that disclosed the information.

5. CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent.

The respective obligations of the Parties to consummate the Transactions, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions:

(a) the Interim Order shall have been granted in form and substance satisfactory to each of New World and Perimeter, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to New World and Perimeter, acting reasonably, on appeal or otherwise;
(b) the New World Arrangement Resolution and New World Amended Option Plan Resolution shall have been passed by the New World Shareholders in accordance with the BCBCA and the Interim Order;
(c) the Perimeter Arrangement Resolution shall have been passed by the Perimeter Shareholders in accordance with the OBCA, the BCBCA and the Interim Order;
(d) Perimeter shall have continued into British Columbia under the BCBCA prior to the issuance of the Final Order;
(e) the Final Order shall have been granted in form and substance satisfactory to each of New World and Perimeter, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to New World and Perimeter, acting reasonably, on appeal or otherwise;
(f) the form of warrant indenture for the Warrants shall be in form and substance satisfactory to each of New World and Perimeter, acting reasonably;
(g) the TSX-V shall have conditionally approved the listing of the Amalco Common Shares (including the Amalco Common Shares issuable on exercise of the Warrants, the assumed Perimeter Options and the assumed Perimeter Warrants) issuable pursuant to the Arrangement;
(h) there shall be no action taken under any existing applicable Law, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that:
- (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other Transaction; or
- (ii) results in a judgment or assessment of material damages directly or indirectly relating to the Transactions; and
(i) the Arrangement shall have become effective on or prior to the Outside Date in accordance with the terms of the Plan of Arrangement.

The foregoing conditions are for the mutual benefit of New World and Perimeter and may be asserted by New World and Perimeter regardless of the circumstances and may be waived by New World and Perimeter (with respect to such Party) in their sole discretion, in whole or in part,

at any time and from time to time without prejudice to any other rights which New World or Perimeter may have.

5.2 Additional Conditions to Obligations of New World.

The obligation of New World to consummate the Transactions, and in particular the Arrangement, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

(a) The representations and warranties made by Perimeter in Section 4.2 shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), except where the failure of such representations and warranties to be true and correct would not, or would not reasonably be expected to result in a Material Adverse Change in respect of Perimeter or, would not, or would not reasonably be expected to, directly or indirectly, adversely affect the completion of the Transactions in accordance with the terms hereof, and Perimeter shall have provided to New World a certificate of the Chief Executive Officer and Chief Financial Officer of Perimeter certifying, on behalf of Perimeter, as to such matters on the Effective Date;
(b) Perimeter shall have complied in all respects with its covenants in this Agreement except where the failure to comply in all respects with its covenants would not result or would not reasonably be expected to result in a Material Adverse Change in respect of Perimeter or would not, or would not reasonably be expected to, materially impede completion of the Arrangement and Perimeter shall have provided to New World a certificate of a senior officer of Perimeter certifying, on behalf of Perimeter, as to such compliance and New World shall have no actual knowledge to the contrary;
(c) Perimeter shall have furnished New World with:
- (i) certified copies of the resolutions duly passed by the Perimeter Board approving this Agreement and the consummation of the Transactions; and
- (ii) certified copies of the resolutions of Perimeter Shareholders, duly passed at the Perimeter Meeting, approving the Perimeter Continuance Resolution and the Perimeter Arrangement Resolution;
(d) there shall not have occurred any change after the date hereof, or prior to the date hereof, which has not been publicly disclosed prior to the date hereof, (or any condition, event or development involving a prospective change) in the business, affairs, operations, assets, capitalization, financial condition, production, availability of credit, prospects, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise, of Perimeter and which, in the judgment of New World, acting reasonably, is or would reasonably be expected to cause a Material Adverse Change with respect to Perimeter and the Perimeter Subsidiaries (taken as a whole);
(e) receipt of a certificate of Perimeter, addressed to New World and dated the Effective Date, signed on behalf of Perimeter by an executive officer of Perimeter, confirming the issued and outstanding securities of Perimeter immediately prior to the Effective Time;
(f) no act, action, suit, proceeding, objection or opposition shall have been threatened or taken against or affecting Perimeter before or by any domestic or foreign court, tribunal or governmental agency or other regulatory or administrative agency or commission by any elected or appointed public official in Canada or elsewhere, whether or not having the force of Law and no Law, regulation, policy, judgment, decision, order, ruling or directive

(whether or not having the force of Law) shall have been proposed, enacted, promulgated, amended or applied, which in the sole judgment of New World, acting reasonably, in either case has had or, if the Arrangement was consummated, would result in a Material Adverse Change in the affairs, operations or business of Perimeter or would have a Material Adverse Effect on the ability of the Parties to complete the Arrangement;

(g) Perimeter shall not be in breach of its obligations under this Agreement, which breach would, or would reasonably be expected to, cause a Material Adverse Change in respect of Perimeter and the Perimeter Subsidiaries (taken as a whole) or would, or would reasonably be expected to, materially impede the completion of the Arrangement;
(h) immediately prior to the Effective Time, holders of not more than 5% of the issued and outstanding Perimeter Common Shares, in the aggregate, shall have validly exercised (and not withdrawn) Perimeter Dissent Rights;
(i) Perimeter shall have obtained all required third-party consents and approvals in respect of the Transactions on terms and conditions satisfactory to New World, acting reasonably, except where the failure to obtain such third-party consents and approvals would not have a Material Adverse Effect on Amalco;
(j) The holders of a sufficient percentage of the Perimeter Debentures shall have elected to convert all of the Perimeter Debentures into Perimeter Common Shares effective prior to the Effective Time;
(k) the consents to act as directors as Amalco shall have been signed by each of the initial proposed directors of Amalco; and
(l) the Concurrent Financing shall have been completed, or will be completed in connection with the consummation of the Transactions, for gross proceeds of not less than $3,000,000 at a subscription price per security that shall not result in a reduction to the Perimeter Exchange Ratio or such lower subscription price as may be agreed to by Perimeter and New World in writing.

The conditions in this Section 5.2 are for the exclusive benefit of New World and may be asserted by New World regardless of the circumstances or may be waived by New World, in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which New World may have.

5.3 Additional Conditions to Obligations of Perimeter.

The obligation of Perimeter to consummate the Transactions, and in particular the Arrangement, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

(a) the representations and warranties of New World in Section 4.1 shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date or except as affected by the transactions contemplated or permitted by this Agreement), except where the failure of such representations and warranties to be true and correct would not, or would not reasonably be expected to result in a Material Adverse Change in respect of New World and its subsidiaries (taken as a whole) or, would not, or would not reasonably be expected to, directly or indirectly, adversely affect the completion of the Transactions in accordance with the terms hereof, and New World shall have provided to Perimeter a certificate of the President and Chief Executive Officer and Chief Financial Officer of New World certifying, on behalf of New World, as to such matters on the Effective Date;

(b) New World shall have complied in all respects with its covenants in this Agreement except where the failure to comply in all respects with its covenants would not result or would not reasonably be expected to result in a Material Adverse Change in respect of New World or would not, or would not reasonably be expected to, materially impede completion of the Arrangement and New World shall have provided to Perimeter a certificate of a senior officer of New World certifying, on behalf of New World, as to such compliance and Perimeter shall have no actual knowledge to the contrary;
(c) New World shall have furnished Perimeter with:
- (i) certified copies of the resolutions duly passed by the New World Board approving this Agreement and the consummation of the Transactions; and
- (ii) certified copies of the resolutions of New World Shareholders, duly passed at the New World Meeting, approving the New World Arrangement Resolution and the New World Amended Option Plan Resolution;
(d) there shall not have occurred any change after the date hereof, or prior to the date hereof which had not been publicly disclosed prior to the date hereof, (or any condition, event or development involving a prospective change) in the business, affairs, operations, assets, capitalization, financial condition, prospects, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise, of New World and which, in the judgment of Perimeter, acting reasonably, is or would reasonably be expected to cause a Material Adverse Change with respect to New World and its subsidiaries (taken as a whole);
(e) no act, action, suit, proceeding, objection or opposition shall have been threatened or taken against or affecting New World before or by any domestic or foreign court, tribunal or governmental agency or other regulatory or administrative agency or commission by any elected or appointed public official in Canada or elsewhere, whether or not having the force of Law and no Law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of Law) shall have been proposed, enacted, promulgated, amended or applied, which in the sole judgment of Perimeter, acting reasonably, in either case has had or, if the Arrangement was consummated, would result in a Material Adverse Change in the affairs, operations or business of New World or would have a Material Adverse Effect on the ability of the Parties to complete the Arrangement;
(f) New World shall not be in breach of its obligations under this Agreement, which breach would, or would reasonably be expected to, cause a Material Adverse Change in respect of New World and its subsidiaries (taken as a whole) or would, or would reasonably be expected to, materially impede the completion of the Arrangement;
(g) All of the directors, officers and employees of New World shall have resigned with no termination payment or liability of Amalco;
(h) immediately prior to the Effective Time, holders of not more than 5% of the issued and outstanding New World Common Shares, in the aggregate, shall have validly exercised (and not withdrawn) New World Dissent Rights;
(i) New World shall have obtained all required third-party consents and approvals in respect of the Transactions on terms and conditions satisfactory to Perimeter, acting reasonably, except where the failure to obtain such third-party consents and approvals would not have a Material Adverse Effect on New World; and
(j) the Concurrent Financing shall have been completed, or will be completed in connection

with the consummation of the Transactions, for gross proceeds of not less than $3,000,000 at a subscription price per security that shall not result in a reduction to the Perimeter Exchange Ratio or such lower subscription price as may be agreed to by Perimeter and New World in writing.

The conditions in this Section 5.3 are for the exclusive benefit of Perimeter and may be asserted by Perimeter regardless of the circumstances or may be waived by Perimeter in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Perimeter may have.

5.4 Notice and Effect of Failure to Comply with Conditions

(a) New World and Perimeter shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date of the Original Agreement to the Effective Date of any event or state of facts which occurrence or failure would, or would reasonably be likely to, (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, or (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder.
(b) If any of the conditions in Sections 5.1, 5.2 or 5.3 shall not be complied with or waived by the Party or Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at Law or equity, rescind and terminate this Agreement provided that prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the nonfulfillment of the applicable conditions precedent and provides the other Party five Business Days to rectify the breaches before the effective date of rescission or termination, provided that no cure period shall be provided for a breach which by its nature cannot be cured. More than one such notice may be delivered by a Party.

5.5 Satisfaction of Conditions.

The conditions set out in this Article 5 are conclusively deemed to have been satisfied, waived or released as of the Effective Time.

6. AGREEMENT AS TO DAMAGES AND OTHER ARRANGEMENTS

6.1 Perimeter Damages.

If at any time after the execution of this Agreement and provided Perimeter is not in material breach of its obligations under this Agreement:

(a) the New World Board fails to unanimously recommend, or changes, withdraws or modifies any of their recommendations or determinations referred to in Section 2.5(c) in a manner adverse to New World or shall have resolved to do so prior to the Effective Date, or has failed to publicly reconfirm any such recommendation upon the written request of Perimeter prior to the earlier of seventy two hours following such request or seventy two hours prior to the New World Meeting, or otherwise fails to mail the Joint Information Circular to the New World Shareholders containing the recommendations or determinations referred to in Section 2.5(c);
(b) (i) a bona fide Acquisition Proposal (or a bona fide intention to make one) is publicly

announced, proposed or made to the New World Shareholders or to New World prior to the New World Meeting; (ii) after such Acquisition Proposal shall have been made or announced, the New World Shareholders do not approve the Arrangement or the Arrangement is not submitted for their approval; and (iii) within twelve months of the date the first Acquisition Proposal is publicly announced, proposed or made any Acquisition Proposal is consummated or effected;

(c) New World accepts, recommends, approves or enters into an agreement to implement a Superior Proposal; or
(d) New World breaches any of its representations, warranties or covenants made in this Agreement (without giving effect to the materiality qualifiers contained therein) which breach individually or in the aggregate causes or would reasonably be expected to cause a Material Adverse Change with respect to New World and New World's subsidiaries (taken as a whole) or materially impedes the completion of the Arrangement and New World fails to cure such breach within five Business Days after receipt of written notice thereof from Perimeter (except that no cure period shall be provided for a breach which by its nature cannot be cured and, in no event, shall any cure period extend beyond the Outside Date);

(each of the above being a "New World Damages Event"), then in the event of the termination of this Agreement pursuant to Section 7.1(e) as a result thereof, provided that no event in the nature of Section 6.2 has occurred, New World shall pay to Perimeter $200,000 and Perimeter's out-of pocket expenses in connection with the Transactions up to a maximum of $200,000 (the "Termination Fee"), as liquidated damages and in consideration for the disposition of Perimeter's rights under this Agreement, in immediately available funds to an account designated by Perimeter within one Business Day after the first to occur of the events described above, or in respect of Section 6.1(d), one Business Day following Perimeter's demand therefor, and after such event but prior to payment of such amount, New World shall be deemed to hold such funds in trust for Perimeter; provided that in the case of a New World Damages Event pursuant to Section 6.1(c) such payment shall be made by New World to Perimeter via irrevocable wire transfer to an account designated by Perimeter, with receipt of such funds confirmed in writing by Perimeter to New World, prior to the acceptance, recommending, approving or entering into of an agreement by New World to effect the Superior Proposal. If New World does not have sufficient financial resources to pay the Termination Fee required to be paid in the case of a New World Damages Event pursuant to Section 6.1(c), then it shall be a condition of any Superior Proposal referred to in Section 6.1(c) that the person making such Superior Proposal shall advance or otherwise provide to New World the cash required for New World to pay the Termination Fee, which amount shall be so advanced or provided prior to the date on which New World is required to pay the Termination Fee.

Additionally, if New World fails to pay the Termination Fee when due, such payment shall accrue interest for the period commencing on the date such payment became past due at a rate equal to the Prime Rate plus 5%. In addition, if New World fails to pay the Termination Fee when due, New World shall also pay to Perimeter all of Perimeter's costs and expenses (including legal fees) in connection with all actions to collect such payment.

6.2 New World Damages.

If at any time after the execution of this Agreement and provided New World is not in material breach of its obligations under this Agreement, Perimeter breaches any of its representations, warranties or covenants made in this Agreement (without giving effect to the materiality qualifiers contained therein) which breach individually or in the aggregate causes or would reasonably be expected to cause a Material Adverse Change with respect to Perimeter or materially impedes the completion of the Arrangement and Perimeter fails to cure such breach within five Business Days after receipt of written notice thereof from New World (except that no cure period shall be provided for a breach which by its nature cannot be cured and, in no event, shall any cure period extend beyond the Outside Date) (a "Perimeter Damages Event"), then in the event of the termination of this Agreement pursuant to Section 7.1(f) as a result thereof; provided that no event in the nature of Section 6.1 has occurred, Perimeter shall pay to New World $200,000 and New World's out-of pocket expenses in connection with the Transactions up to a maximum of $200,000 (the "Reverse Termination Fee") as liquidated damages in immediately available funds to an account designated by New World following New World's demand therefor, and after such event but prior to payment of such amount, Perimeter shall be deemed to hold such funds in trust for New World.

Additionally, if Perimeter fails to pay the Reverse Termination Fee when due, such payment shall accrue interest for the period commencing on the date such payment became past due at a rate equal to the Prime Rate plus 5%. In addition, if Perimeter fails to pay the Reverse Termination Fee when due, Perimeter shall also pay to New World all of New World's costs and expenses (including legal fees) in connection with all actions to collect such payment.

6.3 Liquidated Damages.

Each Party acknowledges that the agreements contained in Section 6.1 or 6.2 are an integral part of the transaction contemplated by this Agreement and that without these agreements the Parties would not enter into this Agreement. The Parties acknowledges that the payment of the amount set out in Section 6.1 or 6.2 is payment of liquidated damages which is a genuine pre-estimate of the damages which New World or Perimeter, as applicable, will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement and is not a penalty. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that if the payment of any amounts pursuant to Section 6.1 or 6.2, as applicable, is made to such Party, such payment is the sole monetary remedy of such Party against the other Party; provided, however, that this limitation shall not apply in the event of fraud or willful breach of this Agreement by the other Party. Nothing in this Article 6 shall preclude New World or Perimeter from seeking and obtaining injunctive relief to restrain any breach or threatened breach of the covenants of the other Party set out in this Agreement or specific performance of any of such covenants of the other Party, without the necessity of posting bond or security in connection therewith.

7. TERMINATION

7.1 Termination.

This Agreement may be terminated at any time prior to the Effective Date:

(a) by mutual written consent of New World and Perimeter;
(b) by either New World or Perimeter if: (i) the Perimeter Continuance Resolution or the Perimeter Arrangement Resolution shall have failed to receive the requisite votes of the Perimeter Shareholders for approval at the Perimeter Meeting (including any adjournment or postponement thereof) or (ii) the New World Arrangement Resolution or the New World Amended Option Plan Resolution shall have failed to receive the requisite votes of the New World Shareholders for approval at the New World Meeting (including any adjournment or postponement thereof), except that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any Party whose failure to comply with any provision of this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur before such date;
(c) by either New World or Perimeter if the Effective Time shall not have occurred on or prior to the Outside Date, except that the right to terminate this Agreement under this Section (c) shall not be available to any Party whose failure to comply with any provision of this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur

before such date;

(d) as provided in Section 5.4; provided that the Party seeking termination is not then in breach of this Agreement so as to cause any of the conditions set forth in Sections 5.1, 5.2 and 5.3, as applicable, not to be satisfied;
(e) by Perimeter upon the occurrence of a New World Damages Event as provided in Section 6.1;
(f) by New World upon the occurrence of a Perimeter Damages Event as provided in Section 6.2;
(g) by New World upon the occurrence of a Material Adverse Change in respect of Perimeter and the Perimeter Subsidiaries (taken as a whole) that is incapable of being cured on or prior to the Outside Date;
(h) by Perimeter upon the occurrence of a Material Adverse Change in respect of New World and its subsidiaries (taken as a whole) that is incapable of being cured on or prior to the Outside Date; or
(i) by either New World or Perimeter if New World accepts, recommends, approves or enters into an agreement to implement a Superior Proposal; provided that New World (i) has complied with its obligations set forth in Section 3.4 and (ii) has paid the amount required pursuant to Section 6.1.

In the event of the termination of this Agreement in the circumstances set out in this Section 7.1, this Agreement shall forthwith become void and neither Party shall have any liability or further obligation to the other Party hereunder except with respect to the obligations set forth in or as otherwise specified in Article 6 and Section 4.3 and Article 8 which shall survive such termination provided that neither the termination of this Agreement nor anything contained in this Section 7.1 shall relieve either Party from any liability for any breach by it of this Agreement, including from any inaccuracy in any of its representations and warranties and any non-performance by it of its covenants made herein prior to the date of such termination. No termination of this Agreement shall affect the obligations of the Parties pursuant to the Confidentiality Agreement, except to the extent specified therein.

7.2 Enforcement.

The Parties agree that irreparable damage would occur if any of the provisions of this Agreement are not performed in accordance with their specific terms or were otherwise breached. Nothing herein shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such act, covenants or agreements, without the necessity of posting bond or security in connection therewith.

7.3 Return of Materials.

If this Agreement is validly terminated pursuant to any provision of this Agreement, the Parties shall return all materials and copies of all materials delivered to Perimeter or New World, as the case may be, or its agents.

8. GENERAL

8.1 Notices.

All notices which may or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally or sent by overnight courier and in the case of:

(a)	New World, addressed to:	New World Resource Corp.488-625 Howe StreetVancouver BC V6C 2T6Attention: Chief Executive Officer
	with a copy to:	Fasken Martineau DuMoulin LLP550 Burrard St Suite 2900,Vancouver, BC V6C 0A3Attention: Steven A. Saville; and
(b)	Perimeter, addressed to:	Perimeter Medical Imaging, Inc.1 Yonge Street, Suite 201Toronto, ON M5E 1E6Attention: Chief Executive Officer
	with a copy to:	Stikeman Elliott LLP5300 Commerce Court West199 Bay StreetToronto, ON M5L 1B9Attention: Deepak Rajpal

or such other address as the Parties may, from time to time, advise to the other Parties hereto by notice in writing. The date or time of receipt of any such notice will be deemed to be the date of delivery.

8.2 Amendment.

This Agreement may at any time and from time to time before or after the holding of the New World Meeting and the Perimeter Meeting be amended by written agreement of the Parties hereto without, subject to applicable Laws, further notice to or authorization on the part of their respective securityholders and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;
(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; or
(d) waive compliance with or modify any other conditions precedent contained herein;

provided that no such amendment reduces or materially adversely affects the consideration to be received by either the New World Shareholders or Perimeter Shareholders without approval by the New World Shareholders or the Perimeter Shareholders, as applicable, given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court.

8.3 Binding Effect.

This Agreement shall be binding upon and enure to the benefit of the Parties hereto.

8.4 Assignment and Enurement.

This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. This Agreement may not be assigned by any Party hereto without the prior consent of the other Party hereto except that New World may assign all or a portion of its rights under this Agreement to any subsidiary of New World, but no assignment shall relieve New World of its obligations hereunder.

8.5 Disclosure.

The Parties shall co-operate in the preparation of presentations, if any, to New World Shareholders and the Perimeter Shareholders regarding the Transaction**.** Each Party shall receive the prior consent, not to be unreasonably withheld, of the other Party prior to: (i) issuing or permitting any director, officer, employee or agent to issue, any press release or other written statement with respect to this Agreement or the Transactions; or (ii) making any filing with any Governmental Authority with respect to this Agreement or the Transaction. Notwithstanding the foregoing, if either Party is required by Law or administrative regulation to make any disclosure relating to the Transactions, such disclosure may be made, but that Party will use best efforts to: (a) consult with the other Party; and (b) provide the other Party with a reasonable opportunity review and comment on the wording of such disclosure prior to its being made. 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.

8.6 Severability.

If any one or more of the provisions or parts thereof contained in this Agreement should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

(a) the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and
(b) the invalidity, illegality or unenforceability of any provision or part thereof contained in this Agreement in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Agreement in any other jurisdiction.

8.7 Costs and Expenses.

Except as otherwise provided herein, if the Arrangement is not consummated by the Parties pursuant to this Agreement, each Party covenants and agrees to bear its own costs and expenses in connection with the Transactions.

8.8 Further Assurances.

Each Party hereto shall, from time to time and at all times hereafter, at the request of the other Party hereto, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

8.9 Time of Essence.

Time shall be of the essence of this Agreement.

8.10 Governing Law.

Except for the mandatory provisions of the OBCA, this Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the Parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia. Each of the Parties hereby irrevocably and unconditionally consents to and submits to the exclusive jurisdiction of the courts of the Province of British Columbia in respect of all actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts) and further agrees that service of any process, summons, notice or document by single registered mail to the addresses of the Parties set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against either Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of British Columbia and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

8.11 Third Party Beneficiaries.

The provisions of Section 2.12 and Section 2.4(e) are intended for the benefit of all present and former directors and officers of Perimeter, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such persons and his or her heirs, executors, administrators and other legal representatives and the provisions of Section 2.5(e) are intended for the benefit of New World and all present and former directors and officers of New World, as and to the extent applicable in accordance with their terms, and shall be enforceable each of such persons and his or her heirs, executors, administrators and other legal representatives (collectively, the "Third Party Beneficiaries") and each of New World and Perimeter, as applicable, shall hold the rights and benefits of Sections 2.12, 2.4(e) and 2.5(e) in trust for and on behalf of the Third Party Beneficiaries and each of New World and Perimeter hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of Third Party Beneficiaries, and in addition to, and not in substitution for, any other rights that the Third Party Beneficiaries may have by contract or otherwise.

8.12 Waiver.

No waiver by any Party shall be effective unless in writing and any waiver shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence.

8.13 Counterparts.

This Agreement may be executed by facsimile or other electronic signature in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

[Remainder of page intentionally left blank.]

The Parties have executed this Agreement as of the date first above written.

NEW WORLD RESOURCE CORP.

Per: "John Lando" Name: John Lando Title: President

PERIMETER MEDICAL IMAGING, INC.

Per: "Thomas Boon" Name: Thomas Boon Title: Chief Executive Officer

SCHEDULE "A" PLAN OF ARRANGEMENT UNDER DIVISION 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

1. DEFINITIONS AND INTERPRETATION

1.1 In this Plan of Arrangement, the following terms have the following meanings:
- (a) "Amalco" means the corporation resulting from the amalgamation of Perimeter and New World pursuant to this Plan of Arrangement;
- (b) "Amalco Shares" means the common shares in the capital of Amalco;
- (c) "Amalgamating Corporations" means New World and Perimeter;
- (d) "Arrangement", "herein", "hereof", "hereto", "hereunder" and similar expressions mean and refer to the arrangement pursuant to the provisions of Division 9, Part 5 of the BCBCA on the terms and conditions set forth in this Plan of Arrangement, as supplemented, modified or amended, and not to any particular article, section or other portion hereof;
- (e) "Arrangement Agreement" means the arrangement agreement, originally dated 3 June 2019, as amended and restated on 22 April 2020, between New World and Perimeter with respect to the Arrangement, as supplemented, modified, amended or amended and restated;
- (f) "Arrangement Resolution" means the special resolutions to be voted on by the New World Shareholders at the New World Meeting and by the Perimeter Shareholders at the Perimeter Meeting, substantially in the forms of Schedule "B" and "C", respectively, to the Arrangement Agreement;
- (g) "BCBCA" means the Business Corporations Act (British Columbia), SBC 2002, c57, as amended, including the regulations promulgated thereunder;
- (h) "Business Day" means a day other than a Saturday, Sunday or other than a day when banks in the City of Vancouver, British Columbia or the City of Toronto, Ontario are not generally open for business;
- (i) "Court" means the Supreme Court of British Columbia;
- (j) "Depositary" means the offices of the Amalco transfer agent selected by Perimeter;
- (k) "Dissent Rights" means the right of a Dissenting Shareholder to dissent to the applicable Arrangement Resolution and to be paid the fair value of the New World Common Shares or Perimeter Common Shares, as the case may be, granted pursuant to the Interim Order, all in accordance with Section 291(2)(c) of the BCBCA (as modified by the Interim Order), the Interim Order and Article 4 of this Plan of Arrangement;
- (l) "Dissenting New World Shareholder" means a registered New World Shareholder who dissents in respect of the Arrangement in strict compliance with Section 4.1 of this Plan of Arrangement and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights as at the Effective Time;
(m) "Dissenting Perimeter Shareholder" means a registered Perimeter Shareholder who dissents in respect of the Arrangement in strict compliance with Section 4.2 of this Plan of Arrangement and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights as at the Effective Time;
(n) "Dissenting Shareholders" means, collectively, the Dissenting Perimeter Shareholders and the Dissenting New World Shareholders;
(o) "Effective Date" means the date the Arrangement becomes effective under the BCBCA, determined in accordance with the Arrangement Agreement;
(p) "Effective Time" means 09:00 a.m Eastern Time on the Effective Date;
(q) "Encumbrance" means any mortgage, hypothec, prior claim, lien, pledge, assignment for security, security interest, guarantee, right of third parties or other charge, encumbrance, or any collateral securing the payment obligations of any Person, as well as any other agreement or arrangement with any similar effect whatsoever;
(r) "Final Order" means the final order of the Court approving the Arrangement pursuant to Section 291(4) of the BCBCA, as such order may be affirmed, amended or modified by the Court or any other court of competent jurisdiction at any time prior to the Effective Date, or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed, amended or modified on appeal;
(s) "Interim Order" means the interim order of the Court concerning the Arrangement pursuant to Section 291(2) of the BCBCA, containing declarations and directions with respect to the Arrangement and the holding of the New World Meeting and the Perimeter Meeting, as such order may be affirmed, amended or modified by the Court or any other court of competent jurisdiction;
(t) "Letter of Transmittal" means the letter of transmittal pursuant to which New World Shareholders or Perimeter Shareholders, as the case may be, are required to deliver certificates representing New World Common Shares or Perimeter Common Shares in connection with the Arrangement;
(u) "New World" means New World Resource Corp., a corporation organized under the BCBCA;
(v) "New World Amended Option Plan" means the option plan in the form to be attached to the joint information circular to be sent to the New World Shareholders in connection with the New World Meeting and to the Perimeter Shareholders in connection with the Perimeter Meeting, together with any amendments thereto or supplements thereof, to grant options to purchase Amalco Common Shares
(w) "New World Common Shares" means the common shares in the capital of New World;
(x) "New World Deemed Value" means $6 million;
(y) "New World Exchange Ratio" means (i) 1/4 multiplied by (ii) (A) (1) the New World Deemed Value divided by (2) $0.30 divided by (B) the number of fullydiluted New World Common Shares immediately before the Effective Time;
(z) "New World Meeting" means the annual and special meeting of New World Shareholders to be held to consider the Arrangement Resolution and related matters, and any adjournments thereof;
(aa) "New World Shareholders" means the holders from time to time of New World Common Shares, collectively or individually, as the context requires;
(bb) "OBCA" means Ontario's Business Corporations Act, R.S.O. 1990, Ch. B. 16;
(cc) "Original Arrangement Agreement" means the arrangement agreement, dated as of 3 June 2019, between New World and Perimeter with respect to the Arrangement;
(dd) "Perimeter" means Perimeter Medical Imaging, Inc., a corporation which will have been continued under the BCBCA prior to the Effective Time;
(ee) "Perimeter Allocation" means the sum of (i) the Pro Forma Share Count minus (ii) (A) the New World Deemed Value divided by (B) $0.30.
(ff) "Perimeter Common Shares" means the common shares in the capital of Perimeter;
(gg) "Perimeter Debentures" means the secured convertible debentures due 30 June 2020 issued by Perimeter, as amended;
(hh) "Perimeter Deemed Value" means $0.25 multiplied by the number of fully diluted shares of Perimeter immediately prior to the Effective Time. For purposes of the Perimeter Deemed Value, in calculating the number of fully diluted Perimeter shares immediately prior to the Effective Time, the aggregate gross proceeds from any shares issued for less than $0.25 per share after 13 March 2019 (other than upon exercise of options or warrants outstanding as of 13 March 2019) will be divided by $0.25 (as opposed to the effective price per share under such issuance);
(ii) "Perimeter Exchange Ratio" means (i) 1/4 multiplied by (ii) (A) the Perimeter Allocation divided by (B) the number of Perimeter fully-diluted shares as of immediately prior to the Effective Time;
(jj) "Perimeter Meeting" means the special meeting of Perimeter Shareholders to be held to consider continuation and the Arrangement Resolution and related matters, and any adjournments thereof;
(kk) "Perimeter Option Plan" means the 2013 stock option plan of Perimeter, as amended;
(ll) "Perimeter Options" means the outstanding stock options, whether or not vested, to acquire Perimeter Common Shares granted pursuant the Perimeter Option Plan or otherwise;
(mm) "Perimeter Shareholders" means the holders from time to time of Perimeter Common Shares, collectively or individually, as the context requires;
(nn) "Perimeter Warrants" means the outstanding warrants to acquire Perimeter Common Shares;
(oo) "Person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, governmental entity, syndicate or other entity, whether or not having legal status;
(pp) "Plan of Arrangement" means this plan of arrangement (including the appendices hereto) as amended or supplemented from time to time in accordance with the terms hereof and the Arrangement Agreement or made at the direction of the Court in the Final Order;
(qq) "Predecessor Shares" means New World Common Shares or Perimeter Common Shares, collectively or individually, as the context requires;
(rr) "Pro Forma Share Count" means the Total Deemed Value divided by $0.30.
(ss) "Registrar" has the meaning specified in Section 1(1) of the BCBCA;
(tt) "Tax Act" means the Income Tax Act (Canada), R.S.C. 1985, c.1 (5th Supp.) as amended, including the regulations promulgated thereunder;
(uu) "Total Deemed Value" means the sum of the New World Deemed Value and the Perimeter Deemed Value.
(vv) "TSX-V" means the TSX Venture Exchange;
(ww) "U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended; and
(xx) "Warrants" means a share purchase warrant entitling the holder thereof to purchase one New World Common Share at a price of $0.30, subject to adjustment in certain events (provided, for greater certainty, that other than the adjustment contemplated pursuant to Section 3.1(f) of the Plan of Arrangement, there will be no adjustment made to the exercise price or number of shares available for purchase as a result of the amalgamation contemplated by this Plan of Arrangement), in accordance with the terms and conditions of a warrant indenture governing the terms of such warrant, in such form as is acceptable to New World and Perimeter, acting reasonably;
1.2 The division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement.
1.3 Unless reference is specifically made to some other document or instrument, all references herein to articles, sections or appendices are to articles, sections and appendices of this Plan of Arrangement.
1.4 Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders; and words importing persons shall include individuals, partnerships, associations, corporations, funds, unincorporated organizations, governments, regulatory authorities, and other entities.
1.5 All references to "dollars" or "$" shall mean Canadian dollars.
1.6 If the date on which any action is required to be taken hereunder is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.
1.7 References in this Plan of Arrangement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

2. ARRANGEMENT AGREEMENT

2.1 This Plan of Arrangement is made pursuant and subject to the provisions of, and forms part of, the Arrangement Agreement.
2.2 This Plan of Arrangement, at the Effective Time, will become effective and binding at and after the Effective Time on: (a) New World; (b) the registered and beneficial New World Shareholders; (c) Perimeter; (d) the registered and beneficial Perimeter Shareholders; (e) holders of Perimeter Options; (f) holders of Perimeter Warrants; (g) Amalco; and (h) all other Persons, without any further act or formality required on the part of any Person except as expressly provided herein.
2.3 Immediately prior to the Effective Time, all of the outstanding Perimeter Debentures shall have been converted, in accordance with their terms, into Perimeter Common Shares. For the avoidance of doubt, the conversion of the Perimeter Debentures into Perimeter Common Shares will have occurred immediately prior to, and not pursuant to, this Plan of Arrangement.

3. ARRANGEMENT

3.1 Commencing at the Effective Time, each of the events set forth in this Section 3.1 of this Plan of Arrangement shall occur and shall be deemed to occur in the following sequence effective as at one minute intervals without any further act or formality except as otherwise provided herein:
- (a) each New World Common Share held by a Dissenting New World Shareholder who has validly exercised such shareholder's Dissent Rights pursuant to Article 4 of this Plan of Arrangement and which Dissent Rights remain valid immediately prior to the Effective Time shall be transferred to, and acquired by New World without any further act or formality on its part, free and clear of all Encumbrances, and cancelled and the Dissenting New World Shareholder shall cease to have any rights as a New World Shareholder other than the right to be paid the fair value of such New World Common Share by New World in accordance with Article 4 of this Plan of Arrangement;
- (b) each Perimeter Common Share held by a Dissenting Perimeter Shareholder who has validly exercised such shareholder's Dissent Rights pursuant to Article 4 of this Plan of Arrangement and which Dissent Rights remain valid immediately prior to the Effective Time shall be transferred to, and acquired by Perimeter without any further act or formality on its part, free and clear of all Encumbrances, and cancelled and the Dissenting Perimeter Shareholder shall cease to have any rights as a Perimeter Shareholder other than the right to be paid the fair value of such Perimeter Common Share by Perimeter in accordance with Article 4 of this Plan of Arrangement;
- (c) New World will issue to New World Shareholders (other than, for greater certainty, shares formerly owned by Dissenting New World Shareholders which

were cancelled in accordance with Section 3.1(a) of this Plan of Arrangement) in respect of each two New World Common Shares held, one Warrant, which Warrants shall be issued for no consideration and will be deemed to have been acquired at no cost; the New World Shareholders to whom such Warrants are issued shall be deemed to be the holder of such Warrants and registered in the securities register of New World, without any further act or formality on the part of New World or such New World Shareholders and no certificates evidencing such Warrants will be issued by New World. Fractional Warrants shall be rounded down; and no certificates will be issued in respect of the Warrants (as such certificates will only be issued following the amalgamation contemplated below);

(d) the Amalgamating Corporations shall be amalgamated to form Amalco with the same effect as if they were amalgamated under Section 273 of the BCBCA and the Amalgamating Corporations shall be continued as one corporation in accordance with the following:
- (i) The name of Amalco shall be "Perimeter Medical Imaging AI, Inc.";
- (ii) The registered and records offices of Amalco shall initially be located at 1700, 666 Burrard Street, Vancouver BC V6C 2X8;
- (iii) Amalco shall be authorized to issue an unlimited number of common shares;
- (iv) The Articles of Amalco shall be as set forth in Appendix I of this Plan of Arrangement until thereafter amended as provided under the BCBCA and such documents, which Articles be signed by one or more of the initial directors of Amalco as set forth below;
- (v) The initial directors of Amalco shall be as follows:

Name	Prescribed Address
Thomas Boon	5424 Martel Avenue,
	Dallas TX 75206
Hugh Cleland	146 Madison Street
	Oakville ON L6H 5Z4
Anthony Holler	4726 Belmont Avenue
	Vancouver BC V6T 1A9
Suzanne Foster	14 Justin Circle
	Londonderry NH 03053 USA
Franklyn Prendergast	15855 Quandary Loop
	Broomfield CO 80023 USA
Douglas Janzen	5058 Pine Crescent
	Vancouver BC V6M 3P6
Imed Zine	980 Yonge Street, Suite 509
	Toronto, ON M4W 3V8

(vi) The initial officers of Amalco shall be as follows:

Name	Position
Thomas Boon	Chief Executive Officer
Jeremy Sobotta	Chief Financial Officer
Elizabeth Munro	President, Canadian Operations

(vii) The New World Amended Option Plan shall become the option plan of Amalco;

(viii) All of the outstanding New World Common Shares (other than shares owned by a Dissenting New World Shareholder) shall be exchanged for Amalco Common Shares based on the New World Exchange Ratio. Such Amalco Common Shares shall be uncertificated per Section 107 of the BCBCA. No fractional Amalco Common Shares shall be issued per this Section 3.1 and the person otherwise entitled to receive such fractional Amalco Common Share shall receive treatment per Section 5.9;
(ix) All of the outstanding Perimeter Common Shares (other than shares owned by a Dissenting Perimeter Shareholder) shall be exchanged for Amalco Common Shares based on the Perimeter Exchange Ratio. Such Amalco Common Shares shall be uncertificated per Section 107 of the BCBCA. No fractional Amalco Common Shares shall be issued per this Section 3.1 and the person otherwise entitled to receive such fractional Amalco Common Share shall receive a payment per Section 5.9;
(x) For the purposes of the BCBCA, the aggregate capital attributable to the Amalco Shares issued pursuant to the Arrangement shall be the aggregate of (A) the capital of the New World Common Shares immediately prior to the Effective Time (excluding any New World Common Shares held by a Dissenting New World Shareholder or held by Perimeter) and (B) the capital of the Perimeter Common Shares immediately prior to the Effective Time (excluding any Perimeter Common Shares held by a Dissenting Perimeter Shareholder or held by New World);
(xi) Section 282 of the BCBCA shall apply to the amalgamation with the result that:
- (A) the property of each Amalgamating Corporation (other than shares of an Amalgamating Corporation held by another Amalgamating Corporation) shall continue to be the property of Amalco;
- (B) Amalco shall continue to be liable for the obligations of each Amalgamating Corporation (except amounts payable to one Amalgamating Corporation by the other);
- (C) any existing cause of action, claim or liability to prosecution of an Amalgamating Corporation shall be unaffected;
- (D) any civil, criminal or administrative action or proceeding pending by or against an Amalgamating Corporation may be continued to be prosecuted by or against Amalco; and
- (E) a conviction against, or ruling, order or judgment in favour of or against, an Amalgamating Corporation may be enforced by or against Amalco;
(xii) The initial auditors of Amalco will be the auditors of Perimeter, who shall continue in office until the close of business of the first annual meeting of the holders of Amalco Shares, and the board of directors of Amalco is authorized to fix the remuneration of such auditors;
(xiii) each share of any class of an Amalgamating Corporation held by another Amalgamating Corporation shall be cancelled without any payment of capital in respect thereof; and
(xiv) an amalgamation application will be filed with the Registrar in the form that would have been required under Section 275 of the BCBCA for an amalgamation of two BC companies effected with court approval, which amalgamation application may be filed before the Effective Time so long as it is specified to be effective 4 minutes following the Effective Time, such amalgamation application to be completed in a manner consistent herewith and otherwise to the reasonable satisfaction of Perimeter;
(e) Amalco shall assume (i) each Perimeter Option outstanding and unexercised (whether or not vested) as of the Effective Time and (ii) each outstanding Perimeter Warrant outstanding and unexercised as of the Effective Time. The Perimeter Options so assumed shall become subject to the New World Amended Option Plan. The Perimeter Options and Perimeter Warrants shall be adjusted as follows:
- (i) each Perimeter Option outstanding at the Effective Time (whether vested or unvested) will be exchanged for an option of Amalco to acquire such number of Amalco Shares as is equal to: (A) that number of Perimeter Common Shares that were issuable upon exercise of such Perimeter Option immediately prior to the Effective Time, multiplied by (B) the Perimeter Exchange Ratio, rounded down to the nearest whole number of Amalco Shares, at an exercise price per Amalco Share equal to the greater of (i) the quotient determined by dividing: (X) the exercise price per Perimeter Common Share at which such Perimeter Option was exercisable immediately prior to the Effective Time, by (Y) the Perimeter Exchange Ratio, rounded up to the nearest whole cent, and (ii) such minimum amount that meets the requirements of paragraph 7(1.4)(c) of the Tax Act; and
- (ii) each Perimeter Warrant shall be exchanged for a warrant of Amalco to acquire such number of Amalco Shares as is equal to: (A) that number of Perimeter Common Shares that were issuable upon exercise of such Perimeter Warrant immediately prior to the Effective Time, multiplied by (B) the Perimeter Exchange Ratio, rounded down to the nearest whole number of Amalco Shares, at an exercise price per Amalco Share equal to the quotient determined by dividing: (X) the exercise price per Perimeter Common Share at which such Perimeter Warrant was exercisable immediately prior to the Effective Time, by (Y) the Perimeter Exchange Ratio, rounded up to the nearest whole cent; and
(f) each four Warrants shall be exchanged for one warrant to purchase one Amalco Share at an exercise price of $1.20 per Amalco Share (with fractions dealt with in accordance with Section 5.9) in accordance with the terms of the warrant indenture governing the Warrants.

4. DISSENTING SHAREHOLDERS

4.1 Registered New World Shareholders may exercise Dissent Rights with respect to the New World Common Shares held by such holders in connection with the Arrangement pursuant to the procedure set forth in Part 8, Division 2 of the BCBCA, as may be modified by the Interim Order and this Article 4. Registered New World Shareholders who exercise such Dissent Rights and who:

(a) are ultimately entitled to be paid fair value for their New World Common Shares shall be deemed not to have exchanged their New World Common Shares for Amalco Shares pursuant to the Arrangement, and such New World Common Shares shall be irrevocably transferred to New World and cancelled in accordance with the Arrangement and will not be exchanged for Amalco Shares in accordance with the Arrangement; or
(b) are ultimately not entitled, for any reason, to be paid fair value for their New World Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of New World Common Shares,

provided that in no case shall New World, Perimeter, Amalco or any other Person be required to recognize New World Shareholders who exercise Dissent Rights as New World Shareholders after the Effective Time, and the names of such holders of New World Common Shares shall be deleted from the register of holders of New World Common Shares as at the Effective Time. The fair value of the New World Common Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the holders of New World Common Shares at the New World Meeting and shall be payable by Amalco.

4.2 Registered Perimeter Shareholders may exercise Dissent Rights with respect to the Perimeter Common Shares held by such holders in connection with the Arrangement pursuant to the procedure set forth in Part 8, Division 2 of the BCBCA, as may be modified by the Interim Order and this Article 4. Registered Perimeter Shareholders who exercise such Dissent Rights and who:
- (a) are ultimately entitled to be paid fair value for their Perimeter Common Shares shall be deemed not to have participated in the Arrangement, and such Perimeter Common Shares shall be irrevocably transferred to Perimeter and cancelled in accordance with the Arrangement and will not be exchanged for Amalco Shares in accordance with the Arrangement; or
- (b) are ultimately not entitled, for any reason, to be paid fair value for their Perimeter Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Perimeter Common Shares,

provided that in no case shall New World, Perimeter, Amalco or any other Person be required to recognize Perimeter Shareholders who exercise Dissent Rights as Perimeter Shareholders after the Effective Time, and the names of such holders of Perimeter Common Shares shall be deleted from the register of holders of Perimeter Common Shares as at the Effective Time. The fair value of the Perimeter Common Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the holders of Perimeter Common Shares at the Perimeter Meeting and shall be payable by Amalco.

4.3 In addition to any other restrictions in Part 8, Division 2 of the BCBCA, New World Shareholders or Perimeter Shareholders who vote in favour of the Arrangement shall not be entitled to exercise Dissent Rights.
4.4 Notwithstanding Section 242 of the BCBCA:
- (a) the written notice setting forth a registered New World Shareholder's objection to the Arrangement Resolution must be received in accordance with the Interim Order by no later than 5:00 p.m. (Vancouver time) on the Business Day which is

two Business Days immediately preceding the date of the New World Meeting (as it may be adjourned or postponed from time to time); and

(b) the written notice setting forth a registered Perimeter Shareholder's objection to the Arrangement Resolution must be received in accordance with the Interim Order by no later than 5:00 p.m. (Vancouver time) on the Business Day which is two Business Days immediately preceding the date of the Perimeter Meeting (as it may be adjourned or postponed from time to time).

5. OUTSTANDING CERTIFICATES AND WITHHOLDING RIGHTS

5.1 Until surrendered as contemplated by Section 5.3 of this Plan of Arrangement, each certificate which immediately prior to the Effective Time represented Predecessor Shares shall be deemed at all times after the Effective Time to represent only the right to receive the consideration to which the former New World Shareholders or former Perimeter Shareholders, as the case may be, are entitled under the Arrangement (and any and all dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Amalco Shares as contemplated by Section 5.5 of this Plan of Arrangement), or as to those Predecessor Shares held by Dissenting Shareholders, other than those Dissenting Shareholders deemed to have participated in the Arrangement pursuant to Section 4.1 or Section 4.2(b) of this Plan of Arrangement, to receive the fair value of the Predecessor Shares represented by such certificates.
5.2 On the Effective Date, Amalco shall provide to the Depositary an irrevocable treasury order authorizing the Depositary, as the registrar and transfer agent of the Amalco Shares, and as the warrant agent under the indenture governing the Warrants, to make certificates and book-entry entries, as described below, representing the aggregate number of Amalco Shares and Warrants to which the New World Shareholders and Perimeter Shareholders, as the case may be, are entitled in accordance with the terms of the Arrangement.
5.3 Upon receipt of the treasury order delivered by Amalco pursuant to Section 5.2 of this Plan of Arrangement, the Depositary shall cause confirmation of certificates or book-entry entries representing such Amalco Shares and Warrants to be forwarded, without withholding or deduction therefrom other than in accordance with Section 5.8 of this Plan of Arrangement as soon as practicable to each New World Shareholder or Perimeter Shareholder that has deposited with the Depositary a duly completed and executed Letter of Transmittal, together with the share certificates (or where applicable, confirmation of book-entry only entries) representing the holder's Predecessor Shares and such other documents and instruments as the Depositary may reasonably require. Such confirmations shall be forwarded by electronic mail or first-class mail, postage prepaid, to the Person and at the address specified in the relevant Letter of Transmittal or, if no address has been specified therein, at the address specified for the particular holder in the register of New World Common Shares or Perimeter Common Shares. Confirmations mailed pursuant hereto will be deemed to have been delivered at the time of delivery thereof to the post office. Certificates in respect of Amalco Common Shares shall not be issued unless requested by Amalco, mandated by Law or TSX-V rule.
5.4 If any certificate which immediately prior to the Effective Time represented an interest in one or more outstanding Predecessor Shares that were exchanged, converted or cancelled pursuant to Section 3.1 of this Plan of Arrangement has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to have been lost, stolen or destroyed, the Depositary will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Arrangement (and any dividends or distributions with respect thereto) as determined in accordance with the Arrangement. The Person who is

entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond to Amalco and the Depositary, which bond is in form and substance satisfactory to Amalco and the Depositary, or shall otherwise indemnify Amalco and the Depositary against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

5.5 All dividends declared in respect of Amalco Shares to which a former New World Shareholder or Perimeter Shareholder is entitled in accordance with the terms of the Amalco Shares, but for which a certificate representing the Amalco Shares has not been delivered to such New World Shareholder or Perimeter Shareholder in accordance with this Article 5, shall be paid or delivered to the Depositary to be held in trust for such New World Shareholder or Perimeter Shareholder for delivery to the New World Shareholder or Perimeter Shareholder, as the case may be, net of all withholding and other taxes, upon delivery of the certificate in accordance with this Article 5.
5.6 Subject to any applicable laws relating to unclaimed personal property, any certificate formerly representing Predecessor Shares that is not deposited with all other documents as required by this Plan of Arrangement on or before the day prior to the third anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and, for greater certainty, the right of the holder of such Predecessor Shares to receive Amalco Shares (and any and all dividends and distributions therefrom) and Warrants (as applicable) under the Arrangement shall be surrendered and forfeited to Amalco for no consideration.
5.7 For the purposes of this Article 5, any reference to a "certificate" shall include evidence of registered ownership of Predecessor Shares in an electronic book-based system maintained by the registrar and transfer agent of the Predecessor Shares, and the provisions of this Article 5 shall be read and construed (and where applicable, modified) to give effect to such interpretation.
5.8 New World, Perimeter, Amalco and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any Person under this Plan of Arrangement (and any dividends or other distributions thereon) such amounts as New World, Perimeter, Amalco or the Depositary determines, acting reasonably, are required or permitted to be deducted and withheld from such consideration in accordance with the Tax Act, the U.S. Tax Code or any provision of any other applicable taxation law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted and withheld amounts are remitted to the appropriate taxing authority. Amalco and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the Amalco Shares otherwise issuable to the holder as is necessary to provide sufficient funds to Amalco or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Amalco or the Depositary shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and remit to the holder thereof any unapplied balance of the net proceeds (after deducting any expenses incurred in connection therewith) of such sale.
5.9 No certificates or scrip representing fractional Amalco Shares, fractional Warrants, or options or warrants to purchase fractional Amalco Shares shall be issued upon the surrender for exchange of certificates pursuant to this Article 5 or otherwise under the Arrangement and no dividend, stock split or other change in the capital structure of Amalco shall relate to any such fractional security and such fractional interests shall not entitle the owner thereof to exercise any rights as a security holder of Amalco. In lieu of any such fractional Amalco Shares, Warrants, or options or warrants to purchase

fractional Amalco Shares, the number of Amalco Shares or Warrants issued shall be rounded up to the next greater whole number of Amalco Shares or Warrants, as the case may be, if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Amalco Shares or Warrants, as the case may be, if the fractional entitlement is less than 0.5. In calculating such fractional interests all Predecessor Shares registered in the name of or beneficially held by such New World Shareholder or Perimeter Shareholder or their nominee shall be aggregated.

6. AMENDMENTS

6.1 New World and Perimeter may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (a) be set out in writing, (b) be approved by New World and Perimeter, (c) filed with the Court and, if made following the New World Meeting or Perimeter Meeting, approved by the Court, and (d) communicated to New World Shareholders and Perimeter Shareholders, as applicable, if and as required by the Court.
6.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by New World or Perimeter at any time prior to the New World Meeting or Perimeter Meeting (provided that the other party 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 New World Meeting or Perimeter Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
6.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the New World Meeting or Perimeter Meeting shall be effective only if (a) it is consented to in writing by each of New World and Perimeter (in each case, acting reasonably), and (b) if required by the Court, it is consented to by New World Shareholders or Perimeter Shareholders, as applicable, voting in the manner directed by the Court.
6.4 To the extent any provision of this Plan of Arrangement is deemed to be inconsistent with any applicable laws, this Plan of Arrangement shall be adjusted to remove such inconsistency.

Appendix I to Schedule A

FORM OF ARTICLES

Please see attached.

SCHEDULE "B" FORM OF NEW WORLD ARRANGEMENT RESOLUTION

ARRANGEMENT RESOLUTION — NEW WORLD RESOURCE CORP. BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

1. The arrangement (the ''Arrangement'') under Section 288 of the Business Corporations Act (British Columbia) (the 'BCBCA'') involving, among others, New World Resource Corp. (the ''Corporation''), the holders of common shares of the Corporation (collectively, the ''Shareholders"), and Perimeter Medical Imaging, Inc. ("Perimeter"), as more particularly described and set forth in the joint management proxy circular of the Corporation and Perimeter dated [●] 2020 (the ''Circular''), as the Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.
1. The plan of arrangement (the ''Plan of Arrangement'') involving, among others, the Corporation and the Shareholders, the full text of which is set out as Schedule ''A'' to the Arrangement Agreement made as of 3 June 2019, as amended, between the Corporation and Perimeter (the ''Arrangement Agreement''), as the Plan of Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted. Capitalized terms used without definition in these resolutions have the respective meanings given to them in Plan of Arrangement.
1. Any actions of the directors of the Corporation in approving the Arrangement Agreement, the Plan of Arrangement and any related transaction, and the actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, the Plan of Arrangement and any related transaction, and any amendments, modifications or supplements to any of the foregoing, and any transaction contemplated by any of the foregoing, is hereby ratified, approved and confirmed in all respects.
1. Any one director or officer of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation to execute, under the corporate seal of the Corporation or otherwise, and to deliver to the Registrar under the BCBCA for filing, articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement.
1. Notwithstanding that this resolution has been passed (and the Plan of Arrangement adopted) by the Shareholders or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Corporation are hereby authorized and empowered without further notice to or approval of the Shareholders (i) to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
1. Any one director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

SCHEDULE "C" FORM OF PERIMETER ARRANGEMENT RESOLUTION

ARRANGEMENT RESOLUTION — PERIMETER MEDICAL IMAGING, INC. BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

1. The arrangement (the ''Arrangement'') under Section 288 of the Business Corporations Act (British Columbia) (the ''BCBCA'') involving, among others, Perimeter Medical Imaging, Inc. (the ''Corporation''), the holders of (i) stock options of the Corporation, (ii) warrants to purchase shares of the Corporation, (iii) holders of debentures of the Corporation (collectively, the ''Securityholders"); and New World Resource Corp. ("New World"), as more particularly described and set forth in the joint management proxy circular of the Corporation and New World dated [●] 2020 (the "Circular''), as the Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.
1. The plan of arrangement (the ''Plan of Arrangement'') involving, among others, the Corporation and the Securityholders, the full text of which is set out as Schedule 'A'' to the Arrangement Agreement made as of 3 June 2019, as amended, between the Corporation and New World (the ''Arrangement Agreement''), as the Plan of Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted. Capitalized terms used without definition in these resolutions have the respective meanings given to them in the Plan of Arrangement.
1. Any actions of the directors of the Corporation in approving the Arrangement Agreement, the Plan of Arrangement and any related transaction, and the actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, the Plan of Arrangement and any related transaction, and any amendments, modifications or supplements to any of the foregoing, and any transaction contemplated by any of the foregoing, is hereby ratified, approved and confirmed in all respects.
1. Any one director or officer of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation to execute, under the corporate seal of the Corporation or otherwise, and to deliver to the Registrar under the OBCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement.
1. Notwithstanding that this resolution has been passed (and the Plan of Arrangement adopted) by the Securityholders or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Corporation are hereby authorized and empowered without further notice to or approval of the Securityholders (i) to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
1. Any one director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

SCHEDULE "D" FORM OF PERIMETER CONTINUANCE RESOLUTION

CONTINUANCE RESOLUTION — PERIMETER MEDICAL IMAGING, INC.

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

1. the continuance of Perimeter Medical Imaging, Inc. (Perimeter) from the Province of Ontario to the Province of British Columbia pursuant to Section 181 of the Business Corporations Act (Ontario) and Section 302 of the Business Corporations Act (British Columbia) (BCBCA), is hereby authorized and approved;
1. Perimeter is authorized to make application to the Director under the OBCA, pursuant to Section 181 of the OBCA, for authorization to continue under the BCBCA;
1. Perimeter is authorized to make application to the Registrar of Companies under the BCBCA, pursuant to Section 302 of the BCBCA, for a Certificate of Continuation continuing Perimeter under the BCBCA;
1. Subject to the issuance of a Certificate of Continuation and without affecting the validity of Perimeter and the existence of Perimeter by or under its Articles of Incorporation and Bylaws and any act done thereunder, effective upon issuance of the Certificate of Continuation, Perimeter adopt the Continuation Application and Articles in the forms attached hereto as Schedules [●] and [●] of the Circular respectively in substitution for the Articles of Incorporation and Bylaws of Perimeter, and all amendments to the Articles of Incorporation and Bylaws of Perimeter reflected therein are adopted;
1. notwithstanding that the foregoing resolutions have been passed by the holders of the outstanding Perimeter common shares (the "Shareholders"), the board of directors of Perimeter may revoke these resolutions and abandon the continuance, in whole or in part, without any further approval of Shareholders; and
1. any one director or officer of Perimeter are hereby authorized and directed to execute or cause to be executed, whether under corporate seal of Perimeter or otherwise, and to deliver or cause to be delivered, all such documents, agreements or instruments and to do or cause to be done all such acts and things, as in the opinion of such directors or officers may be necessary or desirable in connection with the foregoing resolutions, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or the doing of any such act or thing.

SCHEDULE "E" FORM OF NEW WORLD AMENDED OPTION PLAN RESOLUTION

NEW WORLD AMENDED OPTION PLAN RESOLUTION — NEW WORLD RESOURCE CORP. BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

1. The New World Amended Option Plan (the "Incentive Plan"), attached as Schedule [●] to the joint management proxy circular of New World Resource Corp. (the ''Corporation'') and Perimeter Medical Imaging, Inc. ("Perimeter") dated [●] 2020 (the ''Circular''), is hereby authorized, approved and adopted effective immediately prior to the effective time of the arrangement (the ''Arrangement'') under Section 288 of the Business Corporations Act (British Columbia) involving, among others, the Corporation, the holders of common shares of the Corporation, and Perimeter, as more particularly described and set forth in the Circular, as the Arrangement may be modified or amended in accordance with its terms;
1. Amalco (as defined in the plan of arrangement (the ''Plan of Arrangement'') involving, among others, the Corporation, Perimeter and the securityholders of the Corporation and Perimeter, the full text of which is set out as Schedule ''A'' to the Arrangement Agreement made as of 3 June 2019, as amended, between the Corporation and Perimeter, as the Plan of Arrangement may be modified or amended in accordance with its terms) be and is hereby authorized to issue common shares of Amalco in satisfaction of Amalco's obligations under any awards granted pursuant to, or otherwise subject to, the terms and conditions of the Incentive Plan (including any options assumed by Amalco pursuant to the Arrangement)
1. Any one or more directors or officers of the Corporation is hereby authorized, for and on behalf and in the name of the Corporation, to execute and deliver, whether under corporate seal of the Corporation or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

SCHEDULE "F" SHAREHOLDERS PARTY TO SUPPORT AGREEMENT

New World Shareholders subject to New World Support Agreements

Name	Security	Units
John Lando	Common Shares	521,750
Sterling Pacific Capital Inc.	Common Shares	937,399

Perimeter Shareholders subject to Perimeter Support Agreements

Name	Security	Units
Roadmap Perimeter LP II (U.S. and Offshore)	Common Shares	5,175,586
	Debentures	$2,837,793
	Warrants	500,000
Roadmap Perimeter LP II	Common shares	13,400,000
	Debentures	$8,050,000
	Warrants	2,700,000
Roadmap Capital Inc.	Common Shares	602,175
	Warrants	2,244,232
Roadmap Innovation Fund II	Common Shares	1,600,000
Roadmap Perimeter LP (US and Offshore)	Common Shares	1,800,000
Roadmap Perimeter LP	Common Shares	8,200,000
Roadmap Innovation Fund I	Common Shares	2,600,000

AI assistant

CENTR Brands Corp. — Merger & Acquisition 2020

47065_rns_2020-04-23_0173457b-d693-47ba-8a0f-61779165ce4d.pdf

ARRANGEMENT AGREEMENT

BETWEEN

NEW WORLD RESOURCE CORP.

PERIMETER MEDICAL IMAGING, INC.

ARRANGEMENT AGREEMENT

BY AND BETWEEN:

1. INTERPRETATION

1.1 Definitions.

1.2 Interpretation Not Affected by Headings, etc.

1.3 Other Definitional and Interpretive Provision.

1.4 Number, etc.

1.5 Date for Any Action.

1.6 Time References.

1.7 Entire Agreement.

1.8 Currency.

1.9 Accounting Matters.

1.10 References to Legislation.

1.11 Enforceability.

1.12 No Contra Preferentem Rule.

1.13 Schedules.

2. THE ARRANGEMENT

2.1 Plan of Arrangement.

2.2 New World Approval.

2.3 Perimeter Approval.

2.4 Obligations of New World

2.5 Obligations of Perimeter

Meeting.

2.6 Interim Order

2.7 Effective Date.

2.8 Treatment of Incentive Plans

2.9 Employees.

2.10 Board of Directors of Amalco.

2.11 Executive Management Team of Amalco.

2.12 Indemnities and Directors' and Officers' Insurance.

2.13 Withholding Taxes.

2.14 U.S. Securities Laws.

2.16 Perimeter Continuance.

3. COVENANTS

3.1 Covenants of New World.

contemplated by this Agreement).

3.2 Covenants of Perimeter.

3.3 Mutual Covenants Regarding the Arrangement.

3.4 New World's Covenants Regarding Non-Solicitation

3.5 Access to Information

3.6 Confidentiality

4. REPRESENTATIONS AND WARRANTIES

Instrument 45-102 – Resale of Securities of the Securities Authorities.

4.2 Representations and Warranties of Perimeter.

4.3 Privacy Issues

5. CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent.

5.2 Additional Conditions to Obligations of New World.

5.3 Additional Conditions to Obligations of Perimeter.

5.4 Notice and Effect of Failure to Comply with Conditions

5.5 Satisfaction of Conditions.

6. AGREEMENT AS TO DAMAGES AND OTHER ARRANGEMENTS

6.1 Perimeter Damages.

6.2 New World Damages.

6.3 Liquidated Damages.

7. TERMINATION

7.1 Termination.

7.2 Enforcement.

7.3 Return of Materials.

8. GENERAL

8.1 Notices.

8.2 Amendment.

8.3 Binding Effect.

8.4 Assignment and Enurement.

8.5 Disclosure.

8.6 Severability.

8.7 Costs and Expenses.

8.8 Further Assurances.

8.9 Time of Essence.

8.10 Governing Law.

8.11 Third Party Beneficiaries.

8.12 Waiver.

8.13 Counterparts.

CENTR Brands Corp. Merger & Acquisition 2020