Copper North Mining Corp.

EXECUTION COPY

GRANITE CREEK COPPER LTD.

and

ARRANGEMENT AGREEMENT

August 31, 2020

{00330343.1}

	TABLE OF CONTENTS
TABLE OF	CONTENTS ................................................................................................................ ii
ARTICLE 1	INTERPRETATION .................................................................................................. 1
1.1	Definitions ............................................................................................................. 1
1.2	Interpretation Not Affected by Headings ............................................................ 11
1.3	Number and Gender ............................................................................................ 11
1.4	Date for Any Action ............................................................................................ 11
1.5	Currency .............................................................................................................. 11
1.6	Accounting Matters ............................................................................................. 11
1.7	Knowledge .......................................................................................................... 11
1.8	Schedules ............................................................................................................. 12
ARTICLE 2	THE ARRANGEMENT .......................................................................................... 12
2.1	Arrangement ........................................................................................................ 12
2.2	Interim Order ....................................................................................................... 12
2.3	CNM Meeting ..................................................................................................... 13
2.4	CNM Circular ...................................................................................................... 14
2.5	Preparation of Filings .......................................................................................... 15
2.6	Final Order .......................................................................................................... 15
2.7	Court Proceedings ............................................................................................... 15
2.8	Effective Date ...................................................................................................... 16
2.9	CNM Options ...................................................................................................... 16
2.10	CNM Warrants .................................................................................................... 16
2.11	Payment of Consideration ................................................................................... 16
2.12	Announcement and Shareholder Communications ............................................. 16
2.13	Withholding Taxes .............................................................................................. 17
2.14	U.S. Securities Compliance ................................................................................. 17
2.15	Governance and Transitional Matters ................................................................. 18
2.16	GCC Meeting ...................................................................................................... 19
ARTICLE 3	REPRESENTATIONS AND WARRANTIES OF CNM ....................................... 19
3.1	Representations and Warranties .......................................................................... 19
3.2	Survival of Representations and Warranties ....................................................... 39
ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF GCC ........................................ 39
4.1	Representations and Warranties .......................................................................... 39
4.2	Survival of Representations and Warranties ....................................................... 58
ARTICLE 5	COVENANTS ......................................................................................................... 59
5.1	Covenants of CNM Regarding the Conduct of Business .................................... 59
5.2	Covenants of GCC Regarding the Conduct of Business ..................................... 63
5.3	Covenants of CNM Relating to the Arrangement ............................................... 68
5.4	Covenants of GCC Relating to the Arrangement ................................................ 69
ARTICLE 6	CONDITIONS ......................................................................................................... 70
6.1	Mutual Conditions Precedent .............................................................................. 70
6.2	Additional Conditions Precedent to the Obligations of GCC ............................. 71
6.3	Additional Conditions Precedent to the Obligations of CNM ............................ 72
6.4	Satisfaction of Conditions ................................................................................... 73

{00330343.1}

ARTICLE 7	ADDITIONAL AGREEMENTS ............................................................................. 74
7.1	Non-Solicitation .................................................................................................. 74
7.2	Access to Information; Confidentiality ............................................................... 78
7.3	Notices of Certain Events .................................................................................... 79
7.4	Insurance and Indemnification ............................................................................ 79
ARTICLE 8	TERM, TERMINATION, AMENDMENT AND WAIVER .................................. 81
8.1	Term .................................................................................................................... 81
8.2	Termination ......................................................................................................... 81
8.3	Expenses .............................................................................................................. 83
8.4	Amendment ......................................................................................................... 84
8.5	Waiver ................................................................................................................. 84
ARTICLE 9	GENERAL PROVISIONS ...................................................................................... 84
9.1	Privacy ................................................................................................................. 84
9.2	Notices ................................................................................................................. 85
9.3	Governing Law; Waiver of Jury Trial ................................................................. 85
9.4	Injunctive Relief .................................................................................................. 86
9.5	Independent Legal Advice .................................................................................. 86
9.6	Time of Essence .................................................................................................. 86
9.7	Further Assurances .............................................................................................. 86
9.8	Entire Agreement, Binding Effect and Assignment ............................................ 86
9.9	No Liability ......................................................................................................... 87
9.10	Severability .......................................................................................................... 87
9.11	Counterparts, Execution ...................................................................................... 87

SCHEDULE A - PLAN OF ARRANGEMENT .........................................................................A-1 SCHEDULE B - ARRANGEMENT RESOLUTION .................................................................B-1

iii

{00330343.1}

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated August 31, 2020.

BETWEEN:

GRANITE CREEK COPPER LTD. , a company existing under the laws of the Province of British Columbia (" GCC ")

and -

COPPER NORTH MINING CORP. , a company existing under the laws of the Province of British Columbia (" CNM ")

WHEREAS:

A. GCC desires to acquire all of the issued and outstanding CNM Shares it does not already own;
B. The Parties wish to carry out the transactions contemplated in this Agreement by way of an Arrangement under the provisions of the BCBCA; and
C. The CNM Board has determined, after receiving such financial and legal advice it considered advisable and the recommendation of the Special Committee, that the Consideration to be received by CNM Shareholders pursuant to the Arrangement is fair and that the Arrangement is in the best interests of CNM, and the CNM Board has resolved to recommend that the CNM Shareholders vote in favour of the Arrangement, all subject to the terms and the conditions contained in this Agreement.

NOW THEREFORE in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

" Acquisition Proposal " means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry from any Person or group of Persons, whether or not in writing and whether or not delivered, to the GCC Shareholders or the CNM Shareholders as the case may be, after the date hereof relating to: (a) any acquisition or purchase, direct or indirect, of: (i) the assets of GCC or CNM, as the case may be, and/or one or more of their respective Subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of GCC or CNM, as the case may be, and their respective Subsidiaries, taken as a whole; or (ii) 20% or more of any voting or equity securities of GCC or CNM, as the case may be, or any one or more of their respective Subsidiaries that, individually or in the aggregate, constitute 20%

{00330343.1}

or more of the fair market value of the consolidated assets of GCC or CNM, as the case may be, and their respective Subsidiaries, taken as a whole; (b) any take-over bid, tender offer or exchange offer that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of GCC or CNM, as the case may be; (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving GCC or CNM, as the case may be, and/or any of their respective Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of GCC or CNM, as the case may be, and their respective Subsidiaries, taken as a whole; or (d) any other transaction, the consummation of which by GCC or CNM, as the case may be, would or could reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or which would or could reasonably be expected to materially reduce the benefits to GCC or CNM, as the case may be (as the other Party not subject to such transaction) under this Agreement or the Arrangement;

" affiliate " has the meaning ascribed thereto in National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators;

" Agreement " means this arrangement agreement, including all Schedules annexed hereto, all as the same may be amended, supplemented or otherwise modified from time to time in writing in accordance with the terms hereof;

" Arrangement " means the arrangement of CNM under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.4 hereof or the Plan of Arrangement or made at the direction of the Court in the Final Order (provided that any amendment or variation is acceptable to both Parties acting reasonably);

" Arrangement Resolution " means the special resolution of the CNM Shareholders approving the Plan of Arrangement which is to be considered at the CNM Meeting, which resolution shall be substantially in the form and content of Schedule B hereto;

" Authorization " means any authorization, order, permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, bylaw, rule or regulation, whether or not having the force of Law, and includes any Environmental Authorization;

" BCBCA " means the Business Corporations Act , SBC 2002, c 57 and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

" business day " means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia;

" Carmacks Project " means CNM's copper, gold and silver project located on Williams Creek in the Whitehorse mining division of the Yukon, approximately 192 kilometers north of Whitehorse, Yukon, consisting of 373 quartz mineral claims and 20 quartz leases;

{00330343.1}

" CNM Balance Sheet " has the meaning ascribed thereto in Subsection 3.1(n);

" CNM Board " means the board of directors of CNM as the same is constituted from time to time;

" CNM Change in Recommendation " has the meaning ascribed thereto in Subsection 8.2(a)(iii)(A);

" CNM Circular " means the notice of the CNM Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to, inter alios , the CNM Shareholders in connection with the CNM Meeting, as amended, supplemented or otherwise modified from time to time;

" CNM Employee Plans " has the meaning ascribed thereto in Subsection 3.1(t)(vii);

" CNM Meeting " means the special meeting of CNM Shareholders, including any adjournment(s) or postponement(s) thereof, to be called and held in accordance with the Interim Order to consider, and if deemed advisable, approve the Arrangement Resolution;

" CNM Mineral Rights " has the meaning ascribed thereto in Subsection 3.1(p)(i);

" CNM Option Plan " means the stock option plan of CNM dated December 14, 2017;

" CNM Options " means, at the relevant time, stock options to acquire CNM Shares granted under the CNM Option Plan, which are, at such time, outstanding and unexercised;

" CNM Properties " has the meaning ascribed thereto in Subsection 3.1(p)(i);

" CNM Public Documents " means all forms, reports, schedules, statements and other documents filed by CNM on SEDAR under applicable Securities Laws since January 8, 2020 and including any and all technical reports, preliminary economic assessments, news releases, financial statements, management's discussion and analysis, material change reports, information circulars and other continuous disclosure documents;

" CNM Shareholder Approval " has the meaning ascribed thereto in Subsection 2.2(c);

" CNM Shareholders " means the holders of CNM Shares;

" CNM Shares " means the common shares without par value in the capital of CNM;

" CNM Warrants " means, at the relevant time, warrants to purchase CNM Shares, which are, at such time, outstanding and unexercised;

" Competition Act " means the Competition Act , RSC, 1985, c C-34, as amended from time to time;

" Confidentiality Agreement " means the mutual non-disclosure agreement between GCC and

{00330343.1}

CNM dated August 14, 2019;

" Consideration " means the consideration to be received by CNM Shareholders from GCC pursuant to the Plan of Arrangement in respect of the CNM Shares that are issued and outstanding immediately prior to the Effective Time, being one (1) GCC Share for each two and one-half (2.5) CNM Shares;

" Consideration Shares " means the GCC Shares to be issued in exchange for CNM Shares pursuant to the Arrangement;

" Contract " means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding, joint venture, partnership or other right or obligation (written or oral) to which a Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

" Court " means the Supreme Court of British Columbia;

" Depositary " means Odyssey Trust Company, or such other depositary as GCC may determine;

" Disclosing Party " has the meaning ascribed thereto in Subsection 7.1(h);

" Dissent Rights " means the rights of dissent exercisable by the CNM Shareholders in respect of the Arrangement described in the Plan of Arrangement;

" Effective Date " has the meaning ascribed thereto in the Plan of Arrangement;

" Effective Time " has the meaning ascribed thereto in the Plan of Arrangement;

" Environmental Authorizations " means all permits, certificates, licenses, authorizations, consents, instructions, registrations, directions, approvals, decisions, decrees, conditions, notifications, orders or program participation requirements, whether or not having the force of Law, issued or required by any Governmental Entity pursuant to any Environmental Laws;

" Environmental Laws " means all Laws relating to or imposing obligations, responsibilities, liabilities or standards of conduct for: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances;

" Environmental Liabilities " means, with respect to any Person, all liabilities, obligations, responsibilities, responses, losses, damages, punitive damages, property damages, consequential damages, costs (including control, remedial and removal costs, investigation costs, capital costs, operation and maintenance costs), expenses, fines, penalties and sanctions incurred as a result of or related to any claim, suit, action, administrative or court order, investigation, proceeding or

{00330343.1}

demand by any Person, arising under or related to any Environmental Laws, Environmental Authorizations, or in connection with any: (a) Release or threatened Release or presence of a Hazardous Substance; (b) tank, drum, pipe or other container that contains or contained a Hazardous Substance; or (c) use, generation, disposal, treatment, processing, recycling, handling, transport, transfer, import, export or sale of Hazardous Substances;

" Final Order " means the final order of the Court, after a hearing upon the fairness of the terms and conditions of the Arrangement, in a form acceptable to CNM and GCC, each acting reasonably, approving the Arrangement, as such order may be amended by the Court at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both Parties acting reasonably);

" GAAP " means generally accepted accounting principles as set out in the CPA Canada Handbook - Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, at the relevant time, applied on a consistent basis;

" GCC Balance Sheet " has the meaning ascribed thereto in Subsection 4.1(m);

" GCC Board " means the board of directors of GCC as the same is constituted from time to time;

" GCC Circular " means the notice of the GCC Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to, inter alios , the GCC Shareholders in connection with the GCC Meeting, if any, as amended, supplemented or otherwise modified from time to time;

" GCC Employee Plans " has the meaning ascribed thereto in Subsection 4.1(s)(vii);

" GCC Meeting " means the special meeting of GCC Shareholders, including any adjournment(s) or postponement(s) thereof, if any;

" GCC Mineral Rights " means all of GCC's and its Subsidiaries' mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases, claims to exploration licences, bids for mineral rights and mining rights, in each case, either existing under contract, by operation of Law or otherwise);

" GCC Option Plan " means the Long Term Incentive Plan of GCC dated February 15, 2019;

" GCC Options " means, at the relevant time, stock options to acquire GCC Shares granted under the GCC Option Plan, which are, at such time, outstanding and unexercised;

" GCC Project " means GCC's copper-gold project, consisting of 562 contiguous claims covering approximately 11,425 hectares, located in the Minto Copper District of the Yukon, and approximately 47 kilometers directly northeast of Carmacks, Yukon;

{00330343.1}

" GCC Properties " means any of GCC's and its Subsidiaries' interests in real properties;

" GCC Public Documents " means all forms, reports, schedules, statements and other documents filed on SEDAR under applicable Securities Laws since January 1, 2020 and including all technical reports, preliminary economic assessments, news releases, financial statements, management's discussion and analysis, material change reports, information circulars and other continuous disclosure documents;

" GCC Shareholder Approval " means the approval by the GCC Shareholders of the Arrangement pursuant to, and as may be required by applicable securities laws including, if required by applicable securities laws, by minority shareholder approval under MI 61-101;

" GCC Shareholders " means the holders of GCC Shares;

" GCC Shares " means the common shares in the capital of GCC;

" GCC Warrants " means, at the relevant time, warrants to purchase GCC Shares, which are, at such time, outstanding and unexercised;

" GCC's Copper Shares " means the 26,146,233 CNM Shares owned by GCC as at the date hereof;

" Governmental Entity " means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or entity, domestic or foreign; (b) any stock exchange, including the TSX-V; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

" Hazardous Substance " means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive, infections, carcinogenic or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos, asbestos-containing material, mould, urea-formaldehyde, urea-formaldehyde-containing material and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could reasonably likely result in any liability under, any Environmental Law;

" including " means including without limitation, and " include " and " includes " have a corresponding meaning;

" Interim Order " means the interim order of the Court contemplated by Section 2.2 of this Agreement and made pursuant to Section 291 of the BCBCA, in a form acceptable to CNM and GCC, each acting reasonably, providing for, among other things, the calling and holding of the CNM Meeting, as the same may be amended by the Court from time to time with the consent of CNM and GCC, each acting reasonably;

{00330343.1}

" Law " or " Laws " means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any permit of or from any Governmental Entity, and the term " applicable ", with respect to such Laws and in a context that refers to a Party, means such Laws as are applicable to such Party and/or its Subsidiaries and/or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party and/or its Subsidiaries or its or their business, undertaking, property or securities;

" Liens " means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

" Mailing Deadline " means at least twenty-one (21) days plus four (4) Business Days prior to the date of the CNM Meeting, unless otherwise agreed to in writing by the Parties;

" Material Adverse Effect " means in respect of either Party, any one or more changes, effects, events, developments, occurrences, circumstances or states of fact, either individually or in the aggregate, that are, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise), condition (financial or otherwise) or prospects or privileges (whether contractual or otherwise) of such Party and its Subsidiaries, taken as a whole, other than changes, effects, events, occurrences, circumstances or states of fact resulting from: (a) any change in the market price of such Party's securities; (b) any action taken pursuant to or as contemplated by this Agreement or with the prior written consent of the other Party; (c) changes affecting the global mining industry generally; (d) any changes in the market price of any base metal (including copper) or precious metal; (e) general political, economic, financial, currency exchange, securities or commodity market conditions in Canada (or any province, territory or other subdivision thereof); (f) the commencement or continuation of any war, armed hostility, act of terrorism or pandemic (including the COVID-19 pandemic); or (g) any change in applicable Law; provided, however, that with respect to clauses (c), (d), (e), (f) and (g), such changes do not relate primarily to such Party and its Subsidiaries, taken as a whole, or do not have a materially disproportionate effect on such Party and its Subsidiaries, taken as a whole, relative to other comparable mineral exploration companies;

" Material Contracts " means in respect of a Party, any Contract: (a) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect on such Party; (b) under which such Party or any of its Subsidiaries has, directly or indirectly, guaranteed any liabilities or obligations of a third party (other than ordinary course endorsements for collection) in excess of $50,000 individually or in the aggregate; (c) relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset; (d) providing for the establishment, investment in, organization or formation of any joint ventures or partnerships; (e) under which such Party or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $50,000 individually or in the aggregate over the remaining term

{00330343.1}

of the Contract(s); (f) that limits or restricts such Party or any of its Subsidiaries from engaging in any line of business or any geographic area in any material respect or that creates an exclusive dealing arrangement or right of first offer or refusal; (g) that is a collective bargaining agreement, a labour union Contract or any other memorandum of understanding or other agreement with a union representing its employees or those of its Subsidiaries; (h) with a Governmental Entity; or (i) that is otherwise material to such Party and its Subsidiaries, taken as a whole;

" material fact " and " material change " have the meanings ascribed thereto in the Securities Act;

" Meeting Deadline " means December 15, 2020, or such later date as may be mutually agreed upon by the Parties;

" misrepresentation " has the meaning ascribed thereto in the Securities Act;

" MI 61-101 " means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Autorité des marchés financiers and of the Ontario Securities Commission;

" NI 43-101 " means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

" Non-Notifying Party " has the meaning ascribed thereto in Subsection 7.1(c);

" Non-Terminating Party " has the meaning ascribed thereto in Subsection 7.1(d)(iv);

" Notifying Party " has the meaning ascribed thereto in Subsection 7.1(c);

" ordinary course of business " or any similar reference means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day business and operations of such Person, provided that in any event such action is not unreasonable or unusual;

" Outside Date " means December 31, 2020, or such later date as may be agreed to in writing by the Parties;

" Parties " means CNM and GCC, and " Party " means either of them;

" Person " includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

" Plan of Arrangement " means the plan of arrangement of CNM, substantially in the form of Schedule A hereto, and any amendments or variations thereto made in accordance with this Agreement, the Plan of Arrangement or upon the direction of the Court in the Interim Order or the Final Order, with the prior written consent of the Parties, each acting reasonably;

{00330343.1}

" Proposed Agreement " has the meaning ascribed thereto in Subsection 7.1(d);

" Registrar " means the Registrar of Companies appointed pursuant to Section 400 of the BCBCA;

" Regulatory Approvals " means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the waiver or lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities required in connection with the consummation of the Arrangement;

" Release " means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Substance in the indoor or outdoor environment, including the movement of Hazardous Substance through or in the air, soil, surface water, ground water or property;

" Response Period " has the meaning ascribed thereto in Subsection 7.1(d)(v);

" Securities Act " means the Securities Act , RSBC 1996, c 418 and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

" Securities Laws " means the Securities Act and the U.S. Securities Act, together with all other applicable state, federal and provincial securities Laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

" SEDAR " means the System for Electronic Document Analysis and Retrieval;

" Special Committee " means the special committee of the CNM Board formed to consider the Arrangement;

" Subsidiary " has the meaning ascribed thereto in the National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators;

" Superior Proposal " means an unsolicited bona fide written Acquisition Proposal made by a third party to GCC or CNM, as the case may be, or their respective shareholders in writing after the date hereof: (a) to purchase or otherwise acquire, directly or indirectly, by means of a merger, takeover bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, liquidation, winding-up or similar transaction, all of the GCC Shares or CNM Shares, as the case may be; (b) that is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the party making such Acquisition Proposal; (c) is not subject to any financing condition and in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to be available to the satisfaction of the GCC Board or CNM Board, as the case may be, acting in good faith (after receipt of advice from its financial advisors and outside legal counsel is obtained); (d) which is not subject to a due diligence and/or access condition; (e) that did not

{00330343.1}

result from a breach of Section 7.1 by GCC or CNM, as the case may be, or their respective representatives; (f) is made available to all GCC Shareholders or CNM Shareholders, as the case may be, on the same terms and conditions, including, but not limited to, as to the form and amount of consideration offered thereunder; and (g) in respect of which the GCC Board or CNM Board, as the case may be, determines in good faith (after receipt of advice from its outside legal counsel) that: (i) such Acquisition Proposal is reasonably capable of completion without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal; (ii) failure to recommend such Acquisition Proposal to its shareholders would be inconsistent with its fiduciary duties under applicable Law; and (iii) such Acquisition Proposal would, taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of noncompletion), result in a transaction more favourable to its shareholders from a financial point of view than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by GCC or CNM, as the case may be, pursuant to Subsection 7.1(e));

" Tax Act " means the Income Tax Act, RSC 1985, c 1 (5th Supp) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

" Tax Returns " includes all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required by a Governmental Entity to be made, prepared or filed in respect of Taxes;

" Taxes " includes any taxes, duties, fees, premiums, assessments, imposts, levies, statutory royalties, inspection and expansion fees and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, windfall, royalty, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada and other pension plan premiums or contributions imposed by any Governmental Entity, and any transferee liability in respect of any of the foregoing;

" Terminating Party " has the meaning ascribed thereto in Subsection 7.1(d)(iv);

" Transaction Personal Information " has the meaning ascribed thereto in Section 9.1;

" TSX-V " means the TSX Venture Exchange;

" United States " means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

{00330343.1}

" U.S. Exchange Act " means the United States Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder; and

" U.S. Securities Act " means the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder.

1.2 Interpretation Not Affected by Headings

The division of this Agreement into Articles, Sections, Subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, Subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, Subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

1.3 Number and Gender

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa , and words importing gender include all genders.

1.4 Date for Any Action

If the date on which any action is required to be taken hereunder by a Party is not a business day, such action shall be required to be taken on the next succeeding day which is a business day.

1.5 Currency

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and "$" refers to Canadian dollars.

1.6 Accounting Matters

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

1.7 Knowledge

In this Agreement, and except as specifically qualified herein, references to " knowledge ", the " knowledge of " and similar references, with respect to a Party, mean the actual knowledge of the Chief Executive Officer and/or Chief Financial Officer of such Party (or person acting in a similar capacity), after making due enquiries, (including of such Party's relevant personnel) regarding the relevant matter.

{00330343.1}

1.8 Schedules

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:

Schedule A - Plan of Arrangement; and Schedule B - Arrangement Resolution.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

CNM and GCC agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

2.2 Interim Order

As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the CNM Meeting in accordance with Section 2.3, and at least three (3) business days prior to the Mailing Deadline, CNM shall apply to the Court in a manner acceptable to GCC, acting reasonably, and, using all commercially reasonable efforts and in cooperation with GCC, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:

(a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the CNM Meeting and for the manner in which such notice is to be provided;
(b) for confirmation of the record date for the CNM Meeting, and that the record date for CNM Shareholders entitled to notice of and to vote at the CNM Meeting will not change in respect of any adjournment(s) of the CNM Meeting;
(c) that the requisite approval for the Arrangement Resolution shall be 66⅔% of the votes cast on the Arrangement Resolution by the CNM Shareholders present in person or by proxy at the CNM Meeting (such that CNM Shareholders are entitled to one vote for each CNM Share held) and, if required by applicable securities laws, by minority shareholder approval under MI 61-101 (the " CNM Shareholder Approval ");
(d) that, in all other respects, the terms, conditions and restrictions of the constating documents of CNM, including quorum requirements and other matters, shall apply in respect of the CNM Meeting;
(e) for the grant of Dissent Rights to the CNM Shareholders who are registered CNM Shareholders;

{00330343.1}

(f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(g) that the CNM Meeting may be adjourned or postponed from time to time by the CNM Board subject to the terms of this Agreement without the need for additional approval of the Court;
(h) that it is GCC's intention to rely upon the exemption from registration provided by Subsection 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares pursuant to the Arrangement, based upon the Court's approval of the Arrangement; and
(i) for such other matters as GCC may reasonably require, subject to obtaining the prior consent of CNM, such consent not to be unreasonably withheld.

2.3 CNM Meeting

Subject to receipt of the Interim Order and subject to the terms of this Agreement:

(a) CNM agrees to convene and conduct the CNM Meeting in accordance with the Interim Order, CNM's articles and notice of articles and applicable Laws as soon as reasonably practicable with a targeted date on or before November 30, 2020, and in any event on or before the Meeting Deadline. CNM agrees that it shall, in consultation with GCC, fix and publish a record date for the purposes of determining the CNM Shareholders entitled to receive notice of and vote at the CNM Meeting in accordance with the Interim Order.
(b) CNM will promptly advise GCC as GCC may reasonably request (from time to time) as to the aggregate tally of the proxies received by CNM in respect of the Arrangement Resolution.
(c) CNM will promptly advise GCC of any written notice of dissent or purported exercise by any CNM Shareholder of Dissent Rights received by CNM in relation to the Arrangement and any withdrawal of Dissent Rights received by CNM and any written communications sent by or on behalf of CNM to any CNM Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement.
(d) Within five (5) business days of execution of this Agreement and as soon as practical after the record date for the CNM Meeting, CNM will prepare or cause to be prepared by its transfer agent and provided to GCC a list of the holders of CNM Shares, CNM Options and CNM Warrants, as well as a security position listing available from each depositary, including the Canadian Depositary for Securities, and will deliver to GCC thereafter, as reasonably requested by GCC, supplemental lists setting out any changes thereto, all such deliveries to be in electronic format if available from CNM's transfer agent.

{00330343.1}

2.4 CNM Circular

(a) As promptly as reasonably practicable following execution of this Agreement, and in any event prior to the close of business on the Mailing Deadline, CNM shall: (i) prepare the CNM Circular together with any other documents required by applicable Laws, including MI 61-101; (ii) file the CNM Circular in all jurisdictions where the same is required to be filed; and (iii) print and mail the CNM Circular as required under applicable Laws and by the Interim Order. On the date of mailing thereof, CNM shall cause the CNM Circular to comply with all applicable Laws and the Interim Order and to contain sufficient detail to permit the CNM Shareholders to form a reasoned judgment concerning the matters to be placed before them at the CNM Meeting.
(b) Subject to Section 7.1, CNM shall: (i) solicit proxies in favour of the Arrangement Resolution, against any resolution submitted by any other CNM Shareholder, including, if so requested by GCC, using the services of dealers and proxy solicitation services, and permitting GCC to otherwise reasonably assist CNM in such solicitation, and , notwithstanding any other provision of this Agreement, the costs and expenses associated with any such proxy solicitation by GCC shall be paid by GCC, and take all other actions that are reasonably necessary or desirable to seek the CNM Shareholder Approval; (ii) recommend to holders of CNM Shares that they vote in favour of the Arrangement Resolution; and (iii) not make a CNM Change in Recommendation.
(c) GCC shall provide to CNM all information reasonably necessary regarding GCC, its affiliates and the GCC Shares, including any pro forma financial statements required by the Interim Order or applicable Laws for inclusion in the CNM Circular or in any amendments or supplement(s) to such CNM Circular. GCC shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the CNM Circular and to the identification in the CNM Circular of each such advisor. GCC shall ensure that such information shall be complete and correct in all material respects and comply in all material respects with applicable Laws and that it does not include any misrepresentation.
(d) GCC and its legal counsel shall be given a reasonable opportunity to review and comment on the CNM Circular prior to the CNM Circular being printed and filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by GCC and its legal counsel, provided that all information relating solely to GCC, its affiliates and the GCC Shares included in the CNM Circular shall be in form and content satisfactory to GCC, acting reasonably. CNM shall provide GCC with final copies of the CNM Circular prior to the mailing to the CNM Shareholders.
(e) CNM and GCC shall each promptly notify each other if at any time before the Effective Date either becomes aware that the CNM Circular contains a

{00330343.1}

misrepresentation, or that otherwise requires an amendment or supplement to the CNM Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the CNM Circular as required or appropriate, and CNM shall promptly mail or otherwise publicly disseminate any amendment or supplement to the CNM Circular to CNM Shareholders and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required.

2.5 Preparation of Filings

(a) GCC and CNM shall co-operate and use their commercially reasonable efforts in good faith to take, or cause to be taken, all reasonable actions, including the preparation of any applications for Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals required in connection with this Agreement and the Arrangement and the preparation of any required documents, in each case as reasonably necessary to discharge their respective obligations under this Agreement, the Arrangement and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement, including their obligations under applicable Laws, provided that in no event shall GCC be required to file any prospectus, registration statement or similar document under applicable Securities Laws with regard to the Consideration Shares or other securities issued pursuant to the Plan of Arrangement.
(b) Each of GCC and CNM shall, as soon as practicable following the execution of this Agreement, make an application to the TSX-V for approval of the Arrangement.

2.6 Final Order

If: (a) the Interim Order is obtained; and (b) the Arrangement Resolution is passed at the CNM Meeting by the CNM Shareholders as provided for in the Interim Order and as required by applicable Laws, CNM shall diligently pursue and take all steps necessary or desirable to have the hearing before the Court of the application for the Final Order held as soon as reasonably practicable and, in any event, within two (2) business days following the approval of the Arrangement Resolution at the CNM Meeting.

2.7 Court Proceedings

Subject to the terms of this Agreement, GCC will reasonably cooperate with and assist CNM in seeking the Interim Order and the Final Order, including by providing CNM on a timely basis such information reasonably required to be supplied by GCC in connection therewith. CNM will provide legal counsel to GCC with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, CNM will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so

{00330343.1}

filed or served, except as contemplated by this Section 2.7 or with GCC's prior written consent, such consent not to be unreasonably withheld. CNM shall also provide to GCC's outside counsel on a timely basis copies of any notice of appearance or other Court documents served on CNM in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by CNM indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

2.8 Effective Date

On the second (2nd) business day after the satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 6, unless another time or date is agreed to in writing by the Parties, CNM shall file with the Registrar any records, information or other documents required to be filed with the Registrar in connection with the Arrangement. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the BCBCA.

2.9 CNM Options

(a) Until the Effective Date, each holder of CNM Options shall be entitled to, but shall not be required to, exercise such CNM Options, in accordance with their terms, and thereby acquire CNM Shares.
(b) Subject to the terms and conditions of this Agreement, each vested CNM Option will be dealt with in accordance with the Plan of Arrangement.

2.10 CNM Warrants

(a) Until the Effective Date, each holder of CNM Warrants shall be entitled to, but shall not be required to, exercise such CNM Warrants, in accordance with their terms, and thereby acquire CNM Shares.
(b) Subject to the terms and conditions of this Agreement, each CNM Warrant will be dealt with in accordance with the Plan of Arrangement.

2.11 Payment of Consideration

GCC will, following receipt of the Final Order and prior to the Effective Date, deposit in escrow with the Depositary sufficient GCC Shares to satisfy the Consideration payable to the CNM Shareholders pursuant to the Plan of Arrangement (other than CNM Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection).

2.12 Announcement and Shareholder Communications

GCC and CNM shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by GCC and CNM, the text and

{00330343.1}

timing of each Party's announcement to be approved by the other Party in advance, acting reasonably. GCC and CNM shall co-operate in the preparation of presentations, if any, to CNM Shareholders or the GCC Shareholders, as the case may be, regarding the transactions contemplated by this Agreement, and no Party shall: (a) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior consent of the other Party (which consent shall not be unreasonably withheld); or (b) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party and each Party shall reasonably consider comments provided by the other Party in respect of any such filing with a Governmental Entity; provided, however, that the foregoing shall be subject to each Party's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

2.13 Withholding Taxes

GCC, CNM and the Depositary shall be entitled to deduct and withhold from any Consideration payable or otherwise deliverable to any Person hereunder, including, for greater certainty, the Plan of Arrangement, and from all dividends, interest or other amounts payable to any former CNM Shareholder such amounts as GCC, CNM or the Depositary is required or permitted to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate taxing authority.

2.14 U.S. Securities Compliance

GCC and CNM shall take all commercially reasonable steps as may be required to cause the Consideration Shares to be issued pursuant to the Arrangement to be issued pursuant to the exemption from registration under the U.S. Securities Act pursuant to Subsection 3(a)(10) of the U.S. Securities Act.

In order to ensure the availability of the exemption under Subsection 3(a)(10) of the U.S. Securities Act, GCC and CNM agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;
(b) the Court will be advised as to the intention of the Parties to rely on the exemption provided by Subsection 3(a)(10) of the U.S. Securities Act prior to the hearing required to approve the Arrangement;
(c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the CNM Shareholders;

{00330343.1}

(d) each CNM Shareholder entitled to receive securities on completion of the Arrangement will have the right to appear before the Court at the hearing of the Court for the Final Order to give approval of the Arrangement;
(e) CNM will ensure that each CNM Shareholder entitled to receive securities on completion of the Arrangement will be given adequate notice advising it of its right to attend the hearing of the Court for the Final Order to give approval of the Arrangement and providing it with sufficient information necessary for it to exercise that right;
(f) CNM Shareholders will be advised that the Consideration Shares to be issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by GCC in reliance on the exemption under Subsection 3(a)(10) of the U.S. Securities Act and may be subject to restrictions on resale under United States federal and state Securities Laws;
(g) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to CNM Shareholders; and
(h) the Final Order shall include a statement to substantially the following effect:
"This order will serve as a basis of a claim to an exemption, pursuant to Subsection 3(a)(10) of the U.S. Securities Act, from the registration requirements otherwise imposed by that act, regarding the distribution of common shares pursuant to the Plan of Arrangement."

2.15 Governance and Transitional Matters

On or prior to the Effective Time, GCC shall take all actions reasonably necessary to:

(a) Reconstitute the GCC Board such that:
(i) the size of the GCC Board will be increased by one (1) to be constituted by five (5) members; and
(ii) the two vacancies on the GCC Board resulting from the foregoing board size increase and an existing vacancy as at the date hereof shall be filled by two nominees appointed by CNM and reasonably acceptable to GCC; and
(b) ensure that the following GCC nominees will continue in office as officers of GCC: (A) Timothy Johnson, as President and Chief Executive Officer; (B) Rebecca Moriarty, as Chief Financial Officer; and (C) Alicia Milne, as Corporate Secretary, or such other nominees as GCC may determine and who are reasonably acceptable to CNM.

{00330343.1}

2.16 GCC Meeting

If GCC determines that it is required to obtain the GCC Shareholder Approval, GCC will take all reasonable steps to conduct the GCC Meeting and prepare the GCC Circular in conjunction with and on substantially similar terms provided in this Arrangement Agreement for the CNM Meeting and CNM Circular.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CNM

3.1 Representations and Warranties

Except as disclosed in the CNM Public Documents or as otherwise disclosed by CNM to GCC, CNM hereby represents and warrants to GCC as follows, and acknowledges that GCC is relying upon such representations and warranties in connection with the entering into of this Agreement:

(a) Organization and Qualification. CNM is duly incorporated and validly existing under the BCBCA and has full corporate power and authority to own its assets and conduct its business as now owned and conducted. CNM is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not, individually or in the aggregate, have a Material Adverse Effect on CNM. True and complete copies of the constating documents of CNM have been delivered or made available to GCC, and CNM has not taken any action to amend or supersede such documents.
(b) Organization and Qualification of Subsidiaries of CNM. Each of CNM's Subsidiaries is duly incorporated or formed under the applicable Laws of its respective jurisdiction of incorporation or formation, is validly existing, in good standing under the Laws of its jurisdiction of incorporation or organization, has full corporate power and authority to own its assets and conduct its business as now owned and conducted by it and is duly qualified to carry on business in each jurisdiction in which the character of its properties or nature of its activities makes such qualification necessary, except where the failure to be so qualified will not, individually or in the aggregate, have a Material Adverse Effect on CNM. True and complete copies of the constating documents of each of CNM's Subsidiaries have been delivered or made available to GCC, and none of CNM's Subsidiaries has taken any action to amend or supersede such documents.
(c) Authority Relative to this Agreement. CNM has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by CNM and the consummation by CNM of the transactions contemplated by this Agreement have been duly authorized by the CNM Board and no other corporate proceedings on

{00330343.1}

the part of CNM are necessary to authorize this Agreement other than CNM Shareholder Approval. This Agreement has been duly executed and delivered by CNM and constitutes a valid and binding obligation of CNM, enforceable by GCC against CNM in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting enforcement of creditors' rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(d) No Conflict; Required Filings and Consent. The execution and delivery by CNM of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of CNM or its Subsidiaries and will not: (i) violate, conflict with or result in a breach of: (A) any Contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which CNM or any of its Subsidiaries is a party or by which CNM or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on CNM; or (B) any Law to which CNM or any of its Subsidiaries is subject or by which CNM or any of its Subsidiaries is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such Contract, indenture, deed of trust, mortgage, bond, instrument or Authorization, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on CNM; (iii) except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on CNM, give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such Contract, indenture, deed of trust, mortgage, bond, instrument or Authorization, or result in the imposition of any Lien upon any of CNM's or any of its Subsidiaries' assets; (iv) result in any payment (including, without limitation, bonus, golden parachute, retirement, severance, retiring allowance or similar payment, or any other benefit or enhanced benefit) becoming due or payable to any current or former employee of CNM or its Subsidiaries; or (v) increase the rate of wages, salaries, commissions, bonuses, incentive compensation or other remuneration, severance entitlements, or benefits otherwise payable to any current or former employee of CNM or its Subsidiaries. Other than the Interim Order, the Final Order, the approval of the TSX-V, the filing with the Registrar of any records, information or other documents required by the Registrar in connection with the Arrangement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of CNM or any of its Subsidiaries for the consummation by CNM of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by CNM or any of its Subsidiaries in any material properties (including the Carmacks Project), except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not,

{00330343.1}

individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

(e) Special Committee and CNM Board Approval. The CNM Board, based in part on the recommendation of the Special Committee, after consultation with its financial and legal advisors, has determined that the Arrangement is in the best interests of CNM and is fair to the CNM Shareholders and accordingly has resolved unanimously to recommend to the CNM Shareholders that they vote in favour of the Arrangement Resolution. The CNM Board has approved the Arrangement pursuant to the Plan of Arrangement and the execution and performance of this Agreement.
(f) Subsidiaries. A complete and accurate list of all direct and indirect Subsidiaries of CNM and CNM's respective interest therein has been made available by CNM to GCC, including a description of the kind and number of shares and the percentage of equity interests held by CNM, directly or indirectly, in each of CNM's Subsidiaries. All of the issued and outstanding shares of capital stock and other ownership interests of CNM in each of its Subsidiaries have been duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests held directly or indirectly by CNM are legally and beneficially owned free and clear of all Liens, and there are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible or exchangeable for, any such share of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of CNM, in each case, other than as set forth in the CNM Public Documents. There are no Contracts, commitments, agreements, understandings, arrangements or restrictions which require any Subsidiaries of CNM to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests.

(g) Compliance with Laws.

(i) The operations of CNM and its Subsidiaries have been and are now conducted in material compliance with all applicable Laws of each jurisdiction, the Laws of which have been and are now applicable to the operations of CNM and its Subsidiaries and neither CNM nor any of its Subsidiaries has received any notice of any alleged violation of any such Laws.
(ii) Neither CNM nor any of its Subsidiaries is in conflict with, or in default (including cross defaults) under or in violation of: (A) its articles, by-laws or equivalent organizational documents; or (B) any Contract to which it or any of its Subsidiaries or by which any of its properties or assets is bound or affected, except for conflicts or defaults which, individually or in the aggregate, would not have a Material Adverse Effect on CNM.

{00330343.1}

(h) Company Authorizations. CNM and its Subsidiaries have obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of CNM and its Subsidiaries (including the Carmacks Project) as currently owned, operated, developed, maintained or used, or otherwise in connection with the material business or operations of CNM and its Subsidiaries as presently carried on and such Authorizations are in full force and effect. CNM and its Subsidiaries have complied with and are in material compliance with all Authorizations. There is no action, investigation or proceeding pending or, to the knowledge of CNM, threatened regarding any of the Authorizations. Neither CNM nor any of its Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations and, to the knowledge of CNM, all such Authorizations continue to be effective in order for CNM and its Subsidiaries to continue to conduct their respective businesses as they are currently being conducted.

(i) Capitalization and Listing.

(i) The authorized share capital of CNM consists of an unlimited number of CNM Shares and an unlimited number of preferred shares in the capital stock of CNM. As at the date of this Agreement there were: (A) 85,900,413 CNM Shares validly issued and outstanding as fully-paid and non-assessable shares of CNM; (B) outstanding CNM Options providing for the issuance of 5,860,000 CNM Shares upon the exercise thereof; and (C) outstanding CNM Warrants providing for the issuance of 7,987,491 CNM Shares upon the exercise thereof. Except for the CNM Options and CNM Warrants referred to in this Subsection 3.1(i)(i), or as otherwise disclosed in the CNM Public Documents or as otherwise disclosed in writing by CNM to GCC there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of CNM or its Subsidiaries to issue or sell any shares of CNM or its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of CNM or its Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of CNM or its Subsidiaries based upon the book value, income or any other attribute of CNM or its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by CNM or its Subsidiaries. The CNM Shares are listed or quoted, as applicable, on the TSX-V, and are not listed or quoted on any market other than the TSX-V.
(ii) The holders of all outstanding CNM Options and CNM Warrants and the number, exercise prices and expiration dates of such CNM Options and

{00330343.1}

CNM Warrants has been made available by CNM to GCC. All CNM Shares that may be issued pursuant to the exercise of outstanding CNM Options or CNM Warrants prior to the Effective Date will, when issued in accordance with the terms of the CNM Options or the CNM Warrants, as the case may be, be duly authorized, validly issued, fully-paid and nonassessable and are not and will not be subject to or issued in violation of, any pre-emptive rights.

(iii) There are no outstanding contractual obligations of CNM to repurchase, redeem or otherwise acquire any CNM Shares.
(iv) No order ceasing or suspending trading in securities of CNM or prohibiting the sale of such securities has been issued and is outstanding against CNM or its directors, officers or promoters and, to the knowledge of CNM, no proceedings for that purpose have been instituted or are pending, contemplated or threatened under any Securities Laws or by any other regulatory authority.
(v) All CNM Shares, CNM Options, CNM Warrants or any other currently outstanding securities of CNM have been issued in compliance with all applicable Securities Laws.
(j) Shareholder and Similar Agreements. Neither CNM nor any of its Subsidiaries is party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of CNM or any of its Subsidiaries, as applicable.
(k) U.S. Securities Law Matters.
(i) CNM is a "foreign private issuer" as defined in Rule 405 under the U.S. Securities Act.
(ii) CNM has no class of securities outstanding that is or is required to be registered under Section 12 of the U.S. Exchange Act or that is subject to the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act.
(iii) CNM is not registered or required to register as an investment company under the United States Investment Company Act of 1940 , as amended.
(l) Reports. CNM has filed with all applicable Governmental Entities true and complete copies of the CNM Public Documents that CNM is required under applicable Securities Laws to file therewith. All CNM Public Documents at the time filed: (i) did 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 the light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the requirements

{00330343.1}

of applicable Securities Laws. CNM has not filed any confidential material change report with any Governmental Entity which at the date hereof remains confidential. There are no outstanding or unresolved comments in a comment letter from any Governmental Entity with respect to any CNM Public Document and, to the knowledge of CNM, no CNM Public Document is subject to an ongoing audit, review, comment or investigation by any Governmental Entity.

(m) Financial Statements.

(i) The audited consolidated financial statements for CNM as at and for each of the fiscal years ended on December 31, 2019 and 2018 including the notes thereto and the report by CNM's auditors thereon and the condensed interim financial statements for CNM as at and for the six months ended June 30, 2020 and 2019 including the notes thereto have been, and all financial statements of CNM which are publicly disseminated by CNM in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with GAAP applied on a basis consistent with prior periods and all applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position and results of operations of CNM and its Subsidiaries as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto). There are no outstanding loans made by CNM or any of its Subsidiaries to any executive officer or director of CNM or any of its Subsidiaries. There has been no material change in CNM's accounting policies except as disclosed in the notes to the CNM financial statements for the year ended December 31, 2019.
(ii) Neither CNM nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet arrangement or any similar Contract (including any Contract relating to any transaction or relationship between or among CNM or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose of limited purpose entity or Person, on the other hand) where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, CNM or any of its Subsidiaries, in the published financial statements of CNM or the CNM Public Documents.
(iii) Since December 31, 2019, neither CNM, nor, to CNM's knowledge, any director, officer, employee, auditor, accountant or representative of CNM or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of CNM or any of its Subsidiaries or their respective internal accounting controls, including any complaint,

{00330343.1}

allegation, assertion, or claim that CNM or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the CNM Board.

(n) Undisclosed Liabilities. Neither CNM nor any of its Subsidiaries have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement or endorsement of, or any similar Contract with respect to the obligations, liabilities or indebtedness of any Person, except for: (i) liabilities and obligations that are specifically presented on the balance sheet of CNM as of December 31, 2019 (the " CNM Balance Sheet ") or disclosed in the notes thereto; or (ii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2019, that are not and would not, individually or in the aggregate with all other liabilities and obligations of CNM and its Subsidiaries (other than those disclosed on the CNM Balance Sheet and/or in the notes to the CNM financial statements), reasonably be expected to have a Material Adverse Effect on CNM, or, as a consequence of the consummation of the Arrangement, have a Material Adverse Effect on GCC); or (iii) liabilities and obligations disclosed in the CNM Public Documents.
(o) No Hedging. Neither CNM nor any of its Subsidiaries will, on the date of this Agreement, have any foreign currency hedging or commodity hedging arrangements in effect.
(p) Properties and Mineral Rights.
(i) All of CNM's and its Subsidiaries' interests in real properties (collectively, the " CNM Properties ") and all of CNM's and its Subsidiaries' mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases, claims for exploration licences, bids for mineral rights and mining rights, in each case, either existing under contract, by operation of Law or otherwise) (collectively, the " CNM Mineral Rights "), have been publicly disclosed in the CNM Public Documents or otherwise in writing by CNM to GCC. Other than the foregoing CNM Properties and the CNM Mineral Rights, CNM and its Subsidiaries do not own or have any interest in any material real property or any material mineral interests and rights.
(ii) CNM or one of its Subsidiaries is the sole legal and beneficial owner of all right, title and interest in and to the CNM Properties and the CNM Mineral Rights, free and clear of any Liens, other than as has been disclosed in the CNM Public Documents or otherwise in writing by CNM to GCC.

{00330343.1}

(iii) All of the CNM Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims.
(iv) Except as has been public disclosed in the CNM Public Documents or otherwise disclosed in writing by CNM to GCC, the CNM Properties and the CNM Mineral Rights are in good standing under applicable Law and, to the knowledge of CNM, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(v) There is no adverse claim against or challenge to the title to or ownership of the CNM Properties or any of the CNM Mineral Rights.
(vi) CNM or its Subsidiaries have the exclusive right to deal with the CNM Properties and all of the CNM Mineral Rights.
(vii) No Person other than CNM or its Subsidiaries has any interest in the CNM Properties or any of the CNM Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest. Except as has been publicly disclosed in the CNM Public Documents or otherwise disclosed in writing by CNM to GCC, there are no Contracts or restrictions which would restrict the ability of CNM or its Subsidiaries to transfer to a third party any interest in the CNM Properties or any of the CNM Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(viii) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect CNM's and its Subsidiaries' interest in the CNM Properties or any of the CNM Mineral Rights.
(ix) There are no material restrictions on the ability of CNM and its Subsidiaries to use, transfer or exploit the CNM Properties or any of the CNM Mineral Rights, except pursuant to applicable Law.
(x) Neither CNM nor its Subsidiaries has received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of CNM or any of its Subsidiaries in any of the CNM Properties or any of the CNM Mineral Rights.
(xi) CNM and its Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licenses from landowners or Governmental Entities permitting the use of land by CNM, and mineral interests that are required to exploit the development potential of the CNM Properties and the CNM Mineral Rights as

{00330343.1}

contemplated in CNM Public Documents filed (and available on SEDAR) on or before the date hereof, and no third party or group holds any such rights that would be required by CNM or its Subsidiaries to develop the CNM Properties or any of the CNM Mineral Rights as contemplated in CNM Public Documents filed (and available on SEDAR) on or before the date hereof.

(xii) All mineral rights located in or on the lands of CNM or its Subsidiaries, or lands pooled or unitized therewith, which have been abandoned by CNM or its Subsidiaries, have been abandoned in accordance with good mining practices and in compliance with all applicable Laws, and all future abandonment, remediation and reclamation obligations known to CNM as of the date hereof have been accurately set forth in the CNM Public Documents without omission of information necessary to make the disclosure not misleading.
(xiii) There are no agreements or understandings of any kind whatsoever between CNM or its affiliates and any third parties allowing for exploration or mining within the area of the CNM Mineral Rights.
(xiv) All exploration activities carried out on the CNM Properties have been carried out in all material respect in accordance with good mining and mineral exploration practices as in effect at the time such activities were carried out.
(xv) All reports or other documentation required to be filed by CNM (or its Subsidiaries) in connection with the CNM Mineral Rights have been duly and timely filed at the applicable mining recorder's office, as applicable.
(xvi) All CNM Mineral Rights have been duly and validly issued pursuant to applicable Laws and are in good standing by the proper doing and filing of assessment work and the payment of all fees, taxes and rentals in accordance with the requirements of applicable Laws and the performance of all other actions necessary in that regard.
(xvii) All future payments, required or optional, in connection with the CNM Mineral Rights, including pursuant to any underlying option or purchase agreements related thereto other than as have been publicly disclosed in the CNM Public Documents or in writing by CNM to GCC.
(q) Mineral Information. The information (if any) relating to estimates in the CNM Public Documents of mineral resources has been prepared in accordance with NI 43-101, in all material respects, and accepted engineering practices, and the information prepared by CNM, upon which estimates of mineral resources or preliminary economic assessments (if any) were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no changes to such information since the date of delivery or preparation

{00330343.1}

thereof which would reasonably be expected to have a Material Adverse Effect on CNM. With respect to information not prepared by CNM, upon which estimates of resources or preliminary economic assessments (if any) were based, such information was, to CNM's knowledge, at the time of delivery thereof, complete and accurate in all material respects and, to CNM's knowledge, there have been no changes to such information which would reasonably be expected to have a Material Adverse Effect on CNM since the date of delivery or preparation thereof. All material drill results in the possession of CNM in respect of its current projects have been disclosed in the CNM Public Documents filed on or before the date hereof.

(r) Exploration Information. CNM has provided GCC with access to full and complete copies of all exploration information and data relating to the Carmacks Project which is owned by, or within the possession or control of, CNM or any of its Subsidiaries, including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the CNM Mineral Rights or the Carmacks Project and CNM has the sole right, title, ownership and right to use all such information, data reports and studies.
(s) Operational Matters. Except as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect on CNM or as otherwise set forth in the CNM Public Documents:
(i) all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of CNM or its Subsidiaries has been: (A) duly paid; (B) duly performed; or (C) provided for prior to the date hereof; and
(ii) all costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any Contracts and agreements to which CNM or its Subsidiaries are directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.
(t) Employment Matters.
(i) A true and complete list of all directors and officers of CNM and CNM's Subsidiaries and all employees and contractors of it and its Subsidiaries and the current salary of, and payments due to, each such Person has been made available by CNM to GCC.
(ii) Neither CNM nor any of its Subsidiaries is: (A) a party to any collective bargaining agreement; or (B) subject to any application for certification

{00330343.1}

or, to the knowledge of CNM, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement. To the knowledge of CNM, no fact or event exists that is likely to give rise to a change in the representation in this Subsection 3.1(t) on or before the Effective Date.

(iii) CNM and its Subsidiaries have operated in accordance with all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights, labour relations and privacy and there are no current, pending, or to the knowledge of CNM, threatened proceedings before any board or tribunal with respect to any of the areas listed herein, other than as disclosed in the CNM Public Documents or in writing by CNM to GCC.
(iv) Neither CNM nor any of its Subsidiaries is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of CNM, threatened, or any litigation actual, or to the knowledge of CNM, threatened, relating to employment or termination of employment of employees or independent contractors. No labour strike, lock-out, slowdown or work stoppage is pending or threatened against or directly affecting CNM.
(v) All amounts due or accrued due for all salary, wages, bonuses, vacation with pay, workers compensation and other benefits have either been paid or are accurately reflected in CNM's financial books and records in all material respects.
(vi) Neither CNM nor any of its Subsidiaries currently sponsors, maintains, contributes to or has any material liability under, and has not in the past 5 years sponsored, maintained, contributed to or incurred any liability under a "registered pension plan" or a "retirement compensation arrangement", each as defined under the Tax Act, a "pension plan" as defined under applicable pension benefits standards legislation, or any other plan organized and administered to provide pensions for current or former employees or other personnel.
(vii) Each plan, program, policy, agreement, collective bargaining agreement or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, fringe, retirement, death, disability or medical benefits or other employee benefits or remuneration of any kind, including each employment, severance, retention, change in control or consulting plan, program arrangement or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by CNM or any of its Subsidiaries for the benefit of any current or former employee,

{00330343.1}

independent contractor, consultant or director of CNM or any of its Subsidiaries, or with respect to which CNM or any of its Subsidiaries has or may have any material liability (collectively, the " CNM Employee Plans ") has been publicly disclosed in the CNM Public Documents or otherwise made available by CNM to GCC.

(viii) CNM has made available to GCC correct and complete copies (or, if a plan is not written, a written description) of all CNM Employee Plans and amendments thereto in each case that are in effect as of the date hereof, and, to the extent applicable: (A) all related trust agreements, funding arrangements and insurance contracts now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (B) the most recent opinion or determination letter received regarding the tax-qualified status of each CNM Employee Plan; (C) the most recent financial statements for each CNM Employee Plan; (D) the current summary plan description for each CNM Employee Plan; and (E) the most recent actuarial valuation reports related to any CNM Employee Plans.
(ix) Each CNM Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws.
(x) CNM and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each CNM Employee Plan and applicable law, and all benefits accrued under any unfunded CNM Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP.
(xi) Except to the extent limited by applicable law, each CNM Employee Plan can be amended, terminated or otherwise discontinued after the Effective Date in accordance with its terms.
(xii) As of the date hereof, there are no material audits, inquiries or legal actions pending or, to the knowledge of CNM, threatened by any Governmental Entity with respect to any CNM Employee Plan.
(xiii) As of the date hereof, there are no material legal actions pending, or, to the knowledge of CNM, threatened with respect to any CNM Employee Plan (in each case, other than routine claims for benefits).
(xiv) No CNM Employee Plan has within the three years prior to the date hereof, been the subject of an examination or audit by a Governmental Entity or is the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program

{00330343.1}

3.2 Survival of Representations and Warranties

The representations and warranties of CNM contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF GCC

4.1 Representations and Warranties

Except as disclosed in the GCC Public Documents or as otherwise disclosed by GCC to CNM, GCC hereby represents and warrants to CNM as follows, and acknowledges that CNM is relying upon such representations and warranties in connection with the entering into of this Agreement:

(a) Organization and Qualification. GCC is duly incorporated and validly existing under the BCBCA and has full corporate power and authority to own its assets and conduct its business as now owned and conducted. GCC is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not, individually or in the aggregate, have a Material Adverse Effect on GCC. True and complete copies of the constating documents of GCC have been delivered or made available to CNM, and GCC has not taken any action to amend or supersede such documents.
(b) Organization and Qualification of Subsidiaries of GCC. Each of GCC's Subsidiaries is duly incorporated or formed under the applicable Laws of its respective jurisdiction of incorporation or formation, is validly existing, in good standing under the Laws of its jurisdiction of incorporation or organization, has full corporate power and authority to own its assets and conduct its business as now owned and conducted by it and is duly qualified to carry on business in each jurisdiction in which the character of its properties or nature of its activities makes such qualification necessary, except where the failure to be so qualified will not, individually or in the aggregate, have a Material Adverse Effect on GCC. True and complete copies of the constating documents of each of GCC's Subsidiaries have been delivered or made available to CNM, and none of GCC's

{00330343.1}

Subsidiaries has taken any action to amend or supersede such documents.

(c) Authority Relative to this Agreement. GCC has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by GCC and the consummation by GCC of the transactions contemplated by this Agreement have been duly authorized by the GCC Board and no other corporate proceedings on the part of GCC are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by GCC and constitutes a valid and binding obligation of GCC, enforceable by CNM against GCC in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
(d) No Conflict; Required Filings and Consent. The execution and delivery by GCC of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of GCC or its Subsidiaries, and will not: (i) violate, conflict with or result in a breach of: (A) any Contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which GCC or any of its Subsidiaries is a party or by which GCC or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on GCC; or (B) any Law to which GCC or any of its Subsidiaries is subject or by which GCC or any of its Subsidiaries is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such Contract, indenture, deed of trust, mortgage, bond, instrument or Authorization, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on GCC; or (iii) except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on GCC, give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such Contract, indenture, deed of trust, mortgage, bond, instrument or Authorization, or result in the imposition of any Lien upon any of GCC's or any of its Subsidiaries' assets; (iv) result in any payment (including, without limitation, bonus, golden parachute, retirement, severance, retiring allowance or similar payment, or any other benefit or enhanced benefit) becoming due or payable to any current or former employee of GCC or its Subsidiaries; or (v) increase the rate of wages, salaries, commissions, bonuses, incentive compensation or other remuneration, severance entitlements, or benefits otherwise payable to any current or former employee of GCC or its Subsidiaries. Other than the conditional listing approval of the TSX-V and the Frankfurt Stock Exchange, if applicable, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of GCC or any of its Subsidiaries for the consummation by GCC of its obligations in connection with the Arrangement

{00330343.1}

under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by GCC or any of its Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

(e) Subsidiaries. A complete and accurate list of all direct and indirect Subsidiaries of GCC and GCC's respective interest therein has been made available by CNM to GCC, including a description of the kind and number of shares and the percentage of equity interests held by GCC, directly or indirectly, in each of GCC's Subsidiaries. All of the issued and outstanding shares of the capital stock and other ownership interests of GCC in each of GCC's Subsidiaries have been duly authorized, validly issued, fully-paid and non-assessable and all such shares and other ownership interests held directly or indirectly by GCC are legally and beneficially owned free and clear of all Liens and there are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible or exchangeable for, any such share of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of GCC, in each case, other than as set forth in the GCC Public Documents. There are no Contracts, commitments, agreements, understandings, arrangements or restrictions which require any Subsidiaries of GCC to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests.

(f) Compliance with Laws.

(i) The operations of GCC and its Subsidiaries have been and are now conducted in material compliance with all applicable Laws of each jurisdiction, the Laws of which have been and are now applicable to the operations of GCC and its Subsidiaries and neither GCC nor any of its Subsidiaries has received any notice of any alleged violation of any such Laws.
(ii) Neither GCC nor any of its Subsidiaries is in conflict with, or in default (including cross defaults) under or in violation of: (A) its articles, by-laws or equivalent organizational documents; or (B) any Contract to which it or any of its Subsidiaries or by which any of its properties or assets is bound or affected, except for conflicts or defaults which, individually or in the aggregate, would not have a Material Adverse Effect on GCC.
(g) Company Authorizations. GCC and its Subsidiaries have obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of GCC and its Subsidiaries as currently owned, operated, developed, maintained or used, or otherwise in

{00330343.1}

connection with the material business or operations of GCC and its Subsidiaries as presently carried on and such Authorizations are in full force and effect. GCC and its Subsidiaries have complied with and are in material compliance with all Authorizations. There is no action, investigation or proceeding pending or, to the knowledge of GCC, threatened regarding any of the Authorizations. Neither GCC nor any of its Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations and, to the knowledge of GCC, all such Authorizations continue to be effective in order for GCC and its Subsidiaries to continue to conduct their respective businesses as they are currently being conducted.

(h) Capitalization and Listing.

(i) The authorized share capital of GCC consists of an unlimited number of GCC Shares. As at the date of this Agreement, there were: (A) 60,513,035 GCC Shares validly issued and outstanding as fully-paid and nonassessable shares of GCC; (B) outstanding GCC Options providing for the issuance of 6,094,700 GCC Shares upon the exercise thereof; and (C) outstanding GCC Warrants providing for the issuance of 37,041,175 GCC Shares upon the exercise thereof. Except for the GCC Options and the GCC Warrants referred to in this Subsection 4.1(h)(i), or as otherwise disclosed in the GCC Public Documents or as otherwise disclosed in writing by GCC to CNM there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of GCC or its Subsidiaries to issue or sell any shares of GCC or of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of GCC or its Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of GCC or its Subsidiaries based upon the book value, income or any other attribute of GCC or its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by GCC or its Subsidiaries. The GCC Shares are listed or quoted, as applicable, on the TSX-V and the Frankfurt Stock Exchange and are not listed or quoted on any market other than the TSX-V and the Frankfurt Stock Exchange. For the sake of clarity, the Parties acknowledge and agree that nothing herein shall prevent GCC from issuing or agreeing to issue additional GCC Shares after the date hereof, including pursuant to other transactions, and no such event shall result in a Material Adverse Effect on GCC.
(ii) There are no outstanding contractual obligations of GCC to repurchase, redeem or otherwise acquire any GCC Shares.
(iii) No order ceasing or suspending trading in securities of GCC or prohibiting the sale of such securities has been issued and is outstanding

{00330343.1}

against GCC or its directors, officers or promoters, and, to the knowledge of GCC, no proceedings for that purpose have been instituted or are pending, contemplated or threatened under any Securities Laws or by any other regulatory authority.

(iv) All Consideration Shares will, when issued in accordance with the terms of the Arrangement, and all GCC Shares will, when issued pursuant to the exercise of CNM Options or CNM Warrants, be duly authorized, validly issued, fully-paid and non-assessable GCC Shares and will be issued in compliance with all applicable Laws.
(v) All GCC Shares, GCC Options, GCC Warrants or any other currently outstanding securities of GCC have been issued in compliance with all applicable Securities Laws.
(i) Shareholder and Similar Agreements. Neither GCC nor any of its Subsidiaries is party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of GCC or any of its Subsidiaries, as applicable.
(j) U.S. Securities Law Matters.
(i) GCC is a "foreign private issuer" as defined in Rule 405 under the U.S. Securities Act.
(ii) GCC has no class of securities outstanding that is or is required to be registered under Section 12 of the U.S. Exchange Act or that is subject to the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act.
(iii) GCC is not registered or required to register as an investment company under the United States Investment Company Act of 1940, as amended.
(k) Reports. GCC has filed with all applicable Governmental Entities true and complete copies of the GCC Public Documents that GCC is required under applicable Securities Laws to file therewith. GCC Public Documents at the time filed: (i) did 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 the light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the requirements of applicable Securities Laws. GCC has not filed any confidential material change report with any Governmental Entity which at the date hereof remains confidential. There are no outstanding or unresolved comments in a comment letter from any Governmental Entity with respect to any GCC Public Document and, to the knowledge of GCC, no GCC Public Document is subject to an ongoing audit, review, comment or investigation by any Governmental Entity.

{00330343.1}

(l) Financial Statements.

(i) The audited consolidated financial statements for GCC as at and for each of the fiscal years ended on July 31, 2019 and 2018 including the notes thereto and the report by GCC's auditors thereon and the condensed consolidated interim financial statements for GCC as at and for the nine months ended April 30, 2020 including the notes thereto have been, and all financial statements of GCC which are publicly disseminated by GCC in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with GAAP applied on a basis consistent with prior periods and all applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position and results of operations of GCC and its Subsidiaries as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto). There are no outstanding loans made by GCC or any of its Subsidiaries to any executive officer or director of GCC or any of its Subsidiaries. There has been no material change in GCC's accounting policies except as disclosed in the notes to the GCC financial statements for the year ended July 31, 2019.
(ii) Neither GCC nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet arrangement or any similar Contract (including any Contract relating to any transaction or relationship between or among GCC or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose of limited purpose entity or Person, on the other hand) where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, GCC or any of its Subsidiaries, in the published financial statements of GCC or the GCC Public Documents.
(iii) Since July 31, 2019, neither GCC nor, to GCC's knowledge, any director, officer, employee, auditor, accountant or representative of GCC or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of GCC or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that GCC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the GCC Board.
(m) Undisclosed Liabilities. Neither GCC nor any of its Subsidiaries have any

{00330343.1}

liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement or endorsement of, or any similar Contract with respect to the obligations, liabilities or indebtedness of any Person, except for: (i) liabilities and obligations that are specifically presented on the audited balance sheet of GCC as of July 31, 2019 (the " GCC Balance Sheet ") or disclosed in the notes thereto; (ii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since July 31, 2019, that are not and would not, individually or in the aggregate with all other liabilities and obligations of GCC and its Subsidiaries (other than those disclosed on the GCC Balance Sheet and/or in the notes to the GCC financial statements), reasonably be expected to have a Material Adverse Effect on GCC; or (iii) liabilities and obligations disclosed in the GCC Public Documents.

(n) No Hedging. Neither GCC nor any of its Subsidiaries will, on the date of this Agreement, have any foreign currency hedging or commodity hedging arrangements in effect.
(o) Properties and Mineral Rights.
(i) All of GCC's and its Subsidiaries' interests in real properties (collectively, the " GCC Properties ") and all of GCC's and its Subsidiaries' mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases, claims for exploration licences, bids for mineral rights and mining rights, in each case, either existing under contract, by operation of Law or otherwise) (collectively, the " GCC Mineral Rights "), have been publicly disclosed in the GCC Public Documents or otherwise disclosed in writing by GCC to CNM. Other than the foregoing GCC Properties and the GCC Mineral Rights, GCC and its Subsidiaries do not own or have any interest in any material real property or any material mineral interests and rights.
(ii) GCC or one of its Subsidiaries is the sole legal and beneficial owner of all right, title and interest in and to the GCC Properties and the GCC Mineral Rights, free and clear of any Liens, other than as publicly disclosed in the GCC Public Documents or as otherwise disclosed in writing by GCC to CNM.
(iii) All of the GCC Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims.
(iv) Except as has been publicly disclosed in the GCC Public Documents or as otherwise disclosed in writing by GCC to CNM, the GCC Properties and the GCC Mineral Rights are in good standing under applicable Law and, to the knowledge of GCC, all work required to be performed and

{00330343.1}

filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.

(v) There is no adverse claim against or challenge to the title to or ownership of the GCC Properties or any of the GCC Mineral Rights.
(vi) GCC or its Subsidiaries have the exclusive right to deal with the GCC Properties and all of the GCC Mineral Rights.
(vii) No Person other than GCC or its Subsidiaries has any interest in the GCC Properties or any of the GCC Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest. Except as publicly disclosed in the GCC Public Documents or as otherwise disclosed in writing by GCC to CNM, there are no Contracts or restrictions which would restrict the ability of GCC or its Subsidiaries to transfer to a third party any interest in the GCC Properties or any of the GCC Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(viii) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect GCC's and its Subsidiaries' interest in the GCC Properties or any of the GCC Mineral Rights.
(ix) There are no material restrictions on the ability of GCC and its Subsidiaries to use, transfer or exploit the GCC Properties or any of the GCC Mineral Rights, except pursuant to applicable Law.
(x) Neither GCC nor its Subsidiaries has received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of GCC or any of its Subsidiaries in any of the GCC Properties or any of the GCC Mineral Rights.
(xi) GCC and its Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licenses from landowners or Governmental Entities permitting the use of land by GCC, and mineral interests that are required to exploit the development potential of the GCC Properties and the GCC Mineral Rights as contemplated in GCC Public Documents filed (and available on SEDAR) on or before the date hereof, and no third party or group holds any such rights that would be required by GCC or its Subsidiaries to develop the GCC Properties or any of the GCC Mineral Rights as contemplated in GCC Public Documents filed (and available on SEDAR) on or before the date hereof.
(xii) All mineral rights located in or on the lands of GCC or its Subsidiaries, or lands pooled or unitized therewith, which have been abandoned by GCC or its Subsidiaries, have been abandoned in accordance with good

{00330343.1}

mining practices and in compliance with all applicable Laws, and all future abandonment, remediation and reclamation obligations known to GCC as of the date hereof have been accurately set forth in the GCC Public Documents without omission of information necessary to make the disclosure not misleading.

(xiii) There are no agreements or understandings of any kind whatsoever between GCC or its affiliates and any third parties allowing for exploration or mining within the area of the GCC Mineral Rights.
(xiv) All exploration activities carried out on the GCC Properties have been carried out in all material respect in accordance with good mining and mineral exploration practices as in effect at the time such activities were carried out.
(xv) All reports or other documentation required to be filed by GCC (or its Subsidiaries) in connection with the GCC Mineral Rights have been duly and timely filed at the applicable mining recorder's office, as applicable.
(xvi) All GCC Mineral Rights have been duly and validly issued pursuant to applicable Laws and are in good standing by the proper doing and filing of assessment work and the payment of all fees, taxes and rentals in accordance with the requirements of applicable Laws and the performance of all other actions necessary in that regard.
(xvii) All future payments, required or optional, in connection with the GCC Mineral Rights, including pursuant to any underlying option or purchase agreements related thereto have been publicly disclosed in the GCC Public Documents or in writing by GCC to CNM.
(p) Mineral Information. The information relating to estimates in the GCC Public Documents of mineral resources has been prepared in accordance with NI 43-101, in all material respects, and accepted engineering practices, and the information prepared by GCC, upon which estimates of mineral resources or preliminary economic assessments were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no changes to such information since the date of delivery or preparation thereof which would reasonably be expected to have a Material Adverse Effect on GCC. With respect to information not prepared by GCC, upon which estimates of resources or preliminary economic assessments were based, such information was, to GCC's knowledge, at the time of delivery thereof, complete and accurate in all material respects, and to GCC's knowledge, there have been no changes to such information which would reasonably be expected to have a Material Adverse Effect on GCC since the date of delivery or preparation thereof. All material drill results in the possession of GCC in respect of its current projects have been disclosed in the GCC Public Documents filed on or before the date

{00330343.1}

hereof.

(q) Exploration Information. GCC has provided CNM with access to full and complete copies of all exploration information and data relating to the GCC Project which is owned by, or within the possession or control of, GCC or any of its Subsidiaries, including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the GCC Mineral Rights or the GCC Project and GCC has the sole right, title, ownership and right to use all such information, data reports and studies.
(r) Operational Matters. Except as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect on GCC or as otherwise set forth in the GCC Public Documents:
(i) all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of GCC or its Subsidiaries has been: (A) duly paid; (B) duly performed; or (C) provided for prior to the date hereof; and
(ii) all costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any Contracts and agreements to which GCC or its Subsidiaries are directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.
(s) Employment Matters.
(i) A true and complete list of all directors and officers of GCC and GCC's Subsidiaries and all employees and contractors of it and its Subsidiaries and the current salary of, and payments due to, each such Person has been made available by GCC to CNM.
(ii) Neither GCC nor any of its Subsidiaries is: (A) a party to any collective bargaining agreement; or (B) subject to any application for certification or, to the knowledge of GCC, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement. To the knowledge of GCC, no fact or event exists that is likely to give rise to a change in the representation in this Subsection 4.1(s) on or before the Effective Date.
(iii) GCC and its Subsidiaries have operated in accordance with all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay

{00330343.1}

equity, workers' compensation, human rights, labour relations and privacy and there are no current, pending, or to the knowledge of GCC, threatened proceedings before any board or tribunal with respect to any of the areas listed herein, other than as publicly disclosed in the GCC Public Documents or as otherwise disclosed in writing by GCC to CNM.

(iv) Neither GCC nor any of its Subsidiaries is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of GCC, threatened, or any litigation actual, or to the knowledge of GCC, threatened, relating to employment or termination of employment of employees or independent contractors. No labour strike, lock-out, slowdown or work stoppage is pending or threatened against or directly affecting GCC.
(v) All amounts due or accrued due for all salary, wages, bonuses, vacation with pay, workers compensation and other benefits have either been paid or are accurately reflected in GCC's financial books and records in all material respects.
(vi) Neither GCC nor any of its Subsidiaries currently sponsors, maintains, contributes to or has any material liability under, and has not in the past 5 years sponsored, maintained, contributed to or incurred any liability under a "registered pension plan" or a "retirement compensation arrangement", each as defined under the Tax Act, a "pension plan" as defined under applicable pension benefits standards legislation, or any other plan organized and administered to provide pensions for current or former employees or other personnel.
(vii) Each plan, program, policy, agreement, collective bargaining agreement or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, fringe, retirement, death, disability or medical benefits or other employee benefits or remuneration of any kind, including each employment, severance, retention, change in control or consulting plan, program arrangement or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by GCC or any of its Subsidiaries for the benefit of any current or former employee, independent contractor, consultant or director of GCC or any of its Subsidiaries, or with respect to which GCC or any of its Subsidiaries has or may have any material liability (collectively, the " GCC Employee Plans ") has been publicly disclosed in the GCC Public Documents or otherwise made available by GCC to CNM.
(viii) GCC has made available to CNM correct and complete copies (or, if a plan is not written, a written description) of all GCC Employee Plans and

{00330343.1}

amendments thereto in each case that are in effect as of the date hereof, and, to the extent applicable: (A) all related trust agreements, funding arrangements and insurance contracts now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (B) the most recent opinion or determination letter received regarding the tax-qualified status of each GCC Employee Plan; (C) the most recent financial statements for each GCC Employee Plan; (D) the current summary plan description for each GCC Employee Plan; and (E) the most recent actuarial valuation reports related to any GCC Employee Plans.

(ix) Each GCC Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws.
(x) GCC and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each GCC Employee Plan and applicable law, and all benefits accrued under any unfunded GCC Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP.
(xi) Except to the extent limited by applicable law, each GCC Employee Plan can be amended, terminated or otherwise discontinued after the Effective Date in accordance with its terms.
(xii) As of the date hereof, there are no material audits, inquiries or legal actions pending or, to the knowledge of GCC, threatened by any Governmental Entity with respect to any GCC Employee Plan.
(xiii) As of the date hereof, there are no material legal actions pending, or, to the knowledge of GCC, threatened with respect to any GCC Employee Plan (in each case, other than routine claims for benefits).
(xiv) No GCC Employee Plan has within the three years prior to the date hereof, been the subject of an examination or audit by a Governmental Entity or is the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity.
(t) Absence of Certain Changes or Events. Since January 1, 2020, except as set forth in the GCC Public Documents or otherwise disclosed in writing by GCC to CNM:
(i) GCC and its Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice;

{00330343.1}

(ii) neither GCC nor any of its Subsidiaries has incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is reasonably likely to have a Material Adverse Effect on GCC;
(iii) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Material Adverse Effect on GCC;
(iv) there has not been any change in the accounting practices used by GCC and its Subsidiaries, except as disclosed in the GCC Public Documents;
(v) there has not been any increase in the salary, bonus, or other remuneration payable to any consultants of GCC or its Subsidiaries;
(vi) there has not been any redemption, repurchase or other acquisition of GCC Shares by GCC, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the GCC Shares;
(vii) there has not been a material change in the level of accounts receivable or payable, inventories or employees;
(viii) no Material Contract of GCC or its Subsidiaries has been entered into or amended;
(ix) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in GCC's audited financial statements, other than the settlement of claims or liabilities incurred in the ordinary course of business consistent with past practice; and
(x) there has not been any increase in the salary, bonus, or other remuneration payable to any officers or senior or executive officers of GCC or its Subsidiaries.
(u) Litigation. There is no claim, action, proceeding or investigation pending or, to the knowledge of GCC, threatened against or relating to GCC or any of its Subsidiaries, the business of GCC or its Subsidiaries, or affecting any of properties, assets, before or by any Governmental Entity which, if adversely determined, would have, or reasonably could be expected to have, a Material Adverse Effect on GCC or prevent or materially delay the consummation of the Arrangement, nor to the knowledge of GCC are there any events or circumstances which could reasonably be expected to give rise to any such claim, action, proceeding or investigation. Neither GCC nor any of its Subsidiaries is subject to any outstanding order, writ, injunction or decree which has had or is reasonably likely to have a Material Adverse Effect on GCC or which would prevent or

{00330343.1}

materially delay consummation of the transactions contemplated by this Agreement.

(v) Taxes.
(i) GCC and its Subsidiaries have duly and in a timely manner made or prepared all Tax Returns required to be made or prepared by it or them, and duly and in a timely manner filed all Tax Returns required to be filed by it or them with the appropriate Governmental Entity, such Tax Returns were complete and correct in all material respects and GCC and its Subsidiaries have paid all Taxes, including instalments on account of Taxes for the current year required by applicable Law, which are due and payable by it whether or not assessed by the appropriate Governmental Entity and GCC has provided adequate accruals in accordance with GAAP in the most recently published financial statements of GCC for any Taxes of GCC or its Subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns. Since such publication date, no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business.
(ii) GCC and its Subsidiaries have duly and timely withheld all Taxes and other amounts required by Law to be withheld by it or them (including Taxes and other amounts required to be withheld by it or them in respect of any amount paid or credited or deemed to be paid or credited by it or them to or for the benefit of any Person) and have duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by Law to be remitted by it or them.
(iii) GCC and its Subsidiaries have duly and timely collected all amounts on account of any sales, use or transfer Taxes, including goods and services, harmonized sales, provincial and territorial taxes and state and local taxes, required by Law to be collected by it or them and have duly and timely remitted to the appropriate Governmental Entity such amounts required by Law to be remitted by it or them.
(iv) Neither of GCC nor any of its Subsidiaries has made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Tax Returns that has effect for any period ending after the Effective Date.
(v) For the purposes of the Tax Act and any other relevant Tax purposes, any material Subsidiary of GCC is a resident of Canada.
(vi) Each of GCC and its Subsidiaries has made full and adequate provision in its books and records and interim financial statements for all Taxes

{00330343.1}

which are not yet due and payable but which relate to periods ending on or before the Effective Date. Neither GCC nor any of its Subsidiaries has received any refund of Taxes to which it is not entitled.

(vii) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by, GCC or any of its Subsidiaries and, to the knowledge of GCC, there is no reason to expect that any such claim, action, suit, audit, proceeding, investigation or other action may be asserted against GCC or any of its Subsidiaries by a Governmental Entity for any period ending on or prior to the Effective Date.
(viii) Neither GCC nor any of its Subsidiaries has acquired property or services from, or disposed of property or provided services to, a Person with whom it does not deal at arm's length (within the meaning of the Tax Act) for consideration that is other than the fair market value of such property or services or as a contribution of capital for which no shares were issued by the acquirer of the property or services, nor has GCC or any of its Subsidiaries been deemed to have done so for purposes of the Tax Act.
(ix) For all transactions between GCC on the one hand, and any non-resident Person with whom GCC was not dealing at arm's length, for the purposes of the Tax Act, on the other hand, during a taxation year and ending on or before the Effective Date, GCC has made or obtained records or documents that satisfy the requirements of paragraphs 247(4)(a) to (c) of the Tax Act. GCC has not entered into an agreement contemplated by Section 191.3 of the Tax Act.
(x) There are no proceedings, investigations, audits or claims now pending or threatened against GCC or its Subsidiaries in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes.
(xi) There are no Liens for Taxes upon any properties or assets or mineral rights of GCC or its Subsidiaries (other than Liens relating to Taxes not yet due and payable and for which adequate reserves have been recorded on the GCC Balance Sheet).
(w) Books and Records. The corporate records and minute books of GCC and each of its Subsidiaries have, in all material respects, been maintained in accordance with all applicable Laws, and the minute books of GCC and each of its Subsidiaries as provided to CNM are complete and accurate in all material respects. The corporate minute books for GCC and each of its Subsidiaries contain minutes of all meetings and resolutions of the directors and shareholders held. The financial books, records and accounts of GCC and each of its

{00330343.1}

Subsidiaries, in all material respects: (i) have been maintained in accordance with good business practices, on a basis consistent with prior years; and (ii) in each case, in reasonable detail, accurately and fairly reflect the material transactions and dispositions of the assets of GCC and its Subsidiaries and accurately and fairly reflect the basis for GCC's financial statements.

(x) Insurance.
(iii) GCC and its Subsidiaries have in place reasonable and prudent insurance policies appropriate for their size, nature and stage of development. All premiums payable prior to the date hereof under such policies of insurance have been paid and GCC and its Subsidiaries have not failed to make a claim thereunder on a timely basis.
(iv) Each of such policies and other forms of insurance is in full force and effect on the date hereof. No written (or to the knowledge of GCC other) notice of cancellation or termination has been received by GCC or its Subsidiaries with respect to any such policy.
(y) [Reserved.]
(z) Non-Arm's Length Transactions. Except as set forth in the GCC Public Documents or otherwise made available by GCC to CNM, there are no current Material Contracts, commitments, agreements, arrangements or other transactions (including relating to indebtedness by GCC or its Subsidiaries) between GCC or its Subsidiaries, and any: (i) officer, employee, director (or former officer, employee or director) or other Person not dealing at arm's length of GCC or its Subsidiaries; (ii) any holder of record or Person who, to the knowledge of GCC, is the beneficial owner of five percent or more of the voting securities of GCC; or (iii) any affiliate or associate of any officer, employee, director or beneficial owner.
(aa) Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a Material Adverse Effect on GCC:
(i) all facilities and operations of GCC and its Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws;
(ii) GCC and its Subsidiaries are in possession of, and in compliance with, all Environmental Authorizations that are required to own, lease and operate the GCC Properties and GCC Mineral Rights and to conduct their respective business as they are now being conducted;
(iii) no environmental, reclamation or closure obligations, demands, notices, work orders, penalties or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise

{00330343.1}

controlled property, interests and rights or relating to the operations and business of GCC or its Subsidiaries and, to the knowledge of GCC, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;

(iv) neither GCC nor any of its Subsidiaries is subject to any administrative or court proceeding, investigation, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;
(v) to the knowledge of GCC, there are no changes in the status, terms or conditions of any Environmental Authorizations held by GCC or its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of GCC or its Subsidiaries following the Effective Date;
(vi) GCC has made available to CNM all material audits, assessments, investigation reports, studies, plans, regulatory correspondence, commitments and similar information with respect to environmental matters;
(vii) neither GCC (or its Subsidiaries) nor, to the knowledge of GCC, any Person acting on its (or their) behalf, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from the area covered by the GCC Mineral Rights, except in compliance with Environmental Laws;
(viii) all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the areas covered by the GCC Mineral Rights by GCC or its Subsidiaries or, to the knowledge of GCC, any Person acting on its or their behalf has been handled, recycled, disposed of, treated and stored by GCC or any of its Subsidiaries or any Person acting on its or their behalf in compliance in all material respects with all applicable Environmental Laws;
(ix) neither GCC nor any of its Subsidiaries has contractually assumed or guaranteed any material Environmental Liabilities or obligations of another Person under or relating to Environmental Laws that in any case would reasonably be expected to have a Material Adverse Effect on GCC; and

{00330343.1}

(x) to the knowledge of GCC, neither GCC nor any of its Subsidiaries is subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the aggregate, constitute a Material Adverse Effect on GCC.
(bb) Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon GCC or its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of GCC or its Subsidiaries, any acquisition of property by GCC or its Subsidiaries or the conduct of business by GCC or its Subsidiaries as currently conducted (including following the transaction contemplated by this Agreement). Neither GCC nor any of its Subsidiaries is a party to or bound or affected by any Contract or document containing any covenant expressly limiting the freedom of GCC or its Subsidiaries to compete in any line of business, acquire goods or services from any supplier, sell goods or services to any Person or transfer or move any of its or their assets or operations, or which materially or adversely affects its or their business practices, operations or financial condition or the continued operation of its or their businesses as presently carried on after the Effective Date.
(cc) Material Contracts. GCC and its Subsidiaries have performed in all material respects all obligations required to be performed by them to date under their Material Contracts. Neither GCC nor any of its Subsidiaries is in breach or default under any such Material Contract to which it is a party or bound, nor does GCC or any of its Subsidiaries have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default. GCC has no knowledge of, nor has it received written notice of, any breach or default under (nor, to the knowledge of GCC, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such Material Contract, by any other party thereto. Prior to the date hereof, GCC has made available to CNM true and complete copies of all of the Material Contracts of GCC and its Subsidiaries. All Material Contracts are legal, valid, binding and in full force and effect and are enforceable by GCC or its Subsidiaries, as applicable, in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity) and are the product of fair and arm's length negotiations between the parties thereto. A complete and accurate schedule of all of GCC's and its Subsidiaries' Material Contracts has been provided by GCC to CNM.
(dd) Relationships with Customers, Suppliers, Distributors and Sales Representatives. Neither GCC nor any of its Subsidiaries has received any written (or, to the knowledge of GCC, other) notice that any customer, supplier, distributor or sales representative intends to cancel, terminate or otherwise modify or not renew its relationship with GCC or any Subsidiary, and, to the knowledge of GCC, no such

{00330343.1}

action has been threatened which, in either case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on GCC.

(ee) Brokers. Neither GCC nor any of its officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement.
(ff) Cease Trade Orders. No securities authority or Governmental Entity or any similar regulatory authority in any jurisdiction has issued any order which is currently outstanding preventing or suspending trading in any securities of GCC, no such proceeding is pending, contemplated or threatened.
(gg) Reporting Issuer Status. As of the date hereof, GCC is a reporting issuer not in default (or the equivalent) under the Securities Laws of each of the Provinces of Alberta and British Columbia.
(hh) Stock Exchange Compliance. GCC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the TSXV and the Frankfurt Stock Exchange.
(ii) No Expropriation. No property or asset of GCC or its Subsidiaries (including any GCC Properties or GCC Mineral Rights) has been taken or expropriated by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of GCC, is there any intent or proposal to give any such notice or to commence any such proceeding
(jj) Corrupt Practices Legislation. None of GCC or any of its Subsidiaries has taken, committed to take or been alleged to have taken any action which would result in GCC or any of its Subsidiaries being in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (and the regulations promulgated thereunder), the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any equivalent applicable Law of any other jurisdiction in which GCC or its Subsidiaries conduct, or have conducted, business, and to the knowledge of GCC no such action has been taken by any of its officers, directors, employees, agents, representatives or other Persons acting on behalf of GCC or any of its affiliates.
(kk) Competition Act. Neither the aggregate value of the assets in Canada of GCC, nor the gross revenues from sales in or from Canada generated from those assets, as determined in accordance with Part IX of the Competition Act meet or exceed the applicable threshold for any pre-closing notification or review, as the case may be.
(ll) [Reserved.]

{00330343.1}

(mm) No Insolvency. Neither GCC nor any of its Subsidiaries is insolvent nor has any of them committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed for any part of its assets, had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property.
(nn) Title to Assets. GCC and its Subsidiaries have good title to all of their property (real or personal) including the GCC Properties and GCC Mineral Rights, in each case free and clear of all Liens that could have a Material Adverse Effect on GCC on the value thereof or materially or adversely interfere with the use thereof made or to be made by them.
(oo) Business. GCC and its Subsidiaries have not in the past engaged, and do not currently engage, in any other business or have any assets, other than directly or indirectly holding the GCC Mineral Rights, GCC Properties and related assets and engaging in the exploration and development of the GCC Properties.
(pp) No Guarantee. Except for any indemnification provided to directors, officers and key personnel of GCC and its Subsidiaries, neither GCC nor its Subsidiaries have given or agreed to give, nor is a party to or bound by or subject to, any agreement, contract or commitment providing for the guarantee, indemnification, assumption or endorsement or any like commitment with respect to the obligations, liabilities (contingent or otherwise) or indebtedness of any Person.
(qq) GCC Information. To the knowledge of GCC, all information, if any, provided to CNM in relation to CNM's due diligence requests is accurate in all material respects as at its respective date as stated therein. To the knowledge of GCC, to the extent that there has been a material change to any of the information provided to CNM since the date provided to CNM, such information is accurate in all material respects or is no longer relevant or material to CNM or additional information has been provided to CNM which supersedes or replaces such information.
(rr) CNM Shares. As of the date hereof, neither GCC nor, to the knowledge of GCC, any related party (as defined in MI 61-101) of GCC owns, controls or directs any securities of CNM other than GCC's Copper Shares.

4.2 Survival of Representations and Warranties

The representations and warranties of GCC contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5

{00330343.1}

COVENANTS

5.1 Covenants of CNM Regarding the Conduct of Business

CNM covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time this Agreement is terminated in accordance with its terms, unless GCC shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement or as required by applicable Law or by any Governmental Entity:

(a) CNM shall, and shall cause each of its Subsidiaries to, conduct its business only, not take any action except, and maintain its facilities, in the ordinary course of business and shall use commercially reasonable efforts to preserve intact its present business organization and goodwill, preserve intact CNM, its Subsidiaries, the CNM Properties and the CNM Mineral Rights, keep available the services of the directors, officers and employees as a group of CNM and its Subsidiaries and cause it and its Subsidiaries to maintain satisfactory relationships consistent with past practice with suppliers, distributors, employees, Governmental Entities and others having business relationships with it;
(b) without limiting the generality of Subsection 5.1(a), CNM shall not, and shall not permit its Subsidiaries to, directly or indirectly:
(i) issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge, dispose of or encumber any CNM Shares or any shares in the capital or other equity interests in its Subsidiaries, any CNM Options, any CNM Warrants or any warrants, calls, conversion privileges or rights of any kind to acquire any CNM Shares or other securities or any securities of its Subsidiaries, other than pursuant to the exercise of CNM Options or the CNM Warrants outstanding on the date hereof;
(ii) except in the ordinary course of business, sell, pledge, lease, dispose of, mortgage, licence, encumber or agree to sell, pledge, dispose of, mortgage, licence, encumber or otherwise transfer any assets of CNM or its Subsidiaries or any interest in any assets of CNM or its Subsidiaries having a value greater than $10,000 in the aggregate;
(iii) amend or propose to amend the articles or other constating documents or the terms of any securities of CNM or its Subsidiaries;
(iv) split, combine or reclassify, redeem, purchase or offer to purchase or reduce the stated capital of any CNM Shares or other securities of CNM or its Subsidiaries;
(v) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any

{00330343.1}

CNM Shares;

(vi) reorganize, amalgamate or merge CNM or any of its Subsidiaries with any other Person;
(vii) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any Person (or portion thereof), or make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of any property or assets of any other Person;
(viii) 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 as an accommodation become responsible for, the obligations of any other Person or make any loans or advances;
(ix) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of CNM or any of its Subsidiaries;
(x) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in CNM's financial statements or incurred in the ordinary course of business consistent with past practice;
(xi) waive, release, grant, transfer, exercise, modify or amend in any material respect: (A) any existing contractual rights in respect of any CNM Mineral Rights or CNM Properties; (B) any material Authorization, lease, concession, Contract or other document; or (C) any other material legal rights or claims;
(xii) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, Contract or other document;
(xiii) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of CNM to consummate the Arrangement or the other transactions contemplated by this Agreement;
(xiv) increase the benefits payable or to become payable to its directors or officers, enter into or modify any management, consulting, employment, severance, or similar agreements or arrangements with, grant any bonuses, salary increases, severance or termination pay to, or otherwise effect a material change in the employment arrangements with any officer

{00330343.1}

of CNM or its Subsidiaries or member of the board of CNM or its Subsidiaries, other than as required pursuant to the terms of agreements already entered into, which agreements have been publicly disclosed in the CNM Public Documents or otherwise disclosed in writing by CNM to GCC;

(xv) in the case of employees who are not officers of CNM or its Subsidiaries or members of the board of directors CNM or its Subsidiaries, take any action with respect to the grant of any bonuses, salary increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date hereof; or
(xvi) hire or permit any of its Subsidiaries to hire, any senior officer or any other employee without prior approval in writing by GCC;
(c) CNM shall not, and shall not permit its Subsidiaries to, establish, adopt, enter into, amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any bonus, profit sharing, thrift, incentive, compensation, stock option, restricted stock, pension, retirement, deferred compensation, savings, welfare, employment, termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement, including any CNM Employee Plan, for the benefit or welfare of any directors, officers, current or former employees, or consultants of CNM, its Subsidiaries or any Person providing management services to CNM or its Subsidiaries;
(d) CNM shall use all commercially reasonable efforts to cause its and its Subsidiaries' current insurance (or re-insurance) 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 and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(e) CNM shall, and shall cause its Subsidiaries to, maintain and preserve all of its and its Subsidiaries' rights under each of the CNM Mineral Rights and CNM Properties and under each applicable Authorization;
(f) CNM shall:
(i) not, and shall not permit its Subsidiaries to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect;
(ii) provide GCC with prompt written notice of any change or any condition, event, circumstance or development which, when considered either

{00330343.1}

individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect on CNM;

(iii) not, and shall not permit its Subsidiaries to, enter into or renew any Contract (A) containing: (1) any limitation or restriction on the ability of CNM or its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of GCC or its Subsidiaries, to engage in any type of activity or business; (2) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of CNM or its Subsidiaries or, following consummation of the transactions contemplated hereby, all or any portion of the business of GCC or its Subsidiaries, is or would be conducted; or (3) any limit or restriction on the ability of CNM or its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of GCC or its Subsidiaries, to solicit customers or employees; or (B) that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement;
(iv) not, and shall not permit its Subsidiaries to: (A) enter into any agreement that if entered into prior to the date hereof would be a Material Contract; (B) 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; or (C) or fail to enforce any breach or threatened breach of any Material Contract; and
(v) not, and shall not permit its Subsidiaries to, engage in any transaction with any related parties;
(g) CNM shall, and shall cause its Subsidiaries to:
(i) duly and timely file all Tax Returns required to be filed by it on or after the date hereof and all such Tax Returns will be true, complete and correct in all respects;
(ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;
(iii) not make or rescind any material express or deemed election relating to Taxes;
(iv) not make a request for a Tax ruling or enter into any agreement with any taxing authorities or consent to any extension or waiver of any limitation period with respect to Taxes;
(v) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes;

{00330343.1}

(vi) not amend any Tax Return or change any of its methods of reporting income, deductions or accounting for income Tax purposes from those employed in the preparation of its income Tax Returns, except as may be required by applicable Laws;
(vii) not change any method of Tax accounting, make or change any Tax election, file any amended Tax Return, settle or compromise any Tax liability, agree to an extension or waiver of the limitation period with respect to the assessment, reassessment or determination of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a material Tax refund; and
(viii) take any action or fail to take any action which action or failure to act would, or would reasonably be expected to, result in the loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of rights under, any Authorizations of or from any Governmental Entities necessary to conduct its businesses as now conducted or as proposed to be conducted; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for Authorizations;
(h) CNM shall not, and shall not permit any of its Subsidiaries to, authorize or propose, or enter into or modify any Contract to do any of the matters prohibited by the other Subsections of this Section 5.1;
(i) CNM shall not, and shall not permit any of its Subsidiaries to, settle or compromise: (A) any action, claim or proceeding brought against it and/or any of its Subsidiaries, except with respect to such settlements and compromises that do not, individually or in the aggregate, oblige CNM and its Subsidiaries to make cash payments exceeding $10,000; or (B) any action claim or proceeding brought by any present, former or purported holders of its securities or any other Person in connection with the transactions contemplated by this Agreement or the Arrangement; and
(j) CNM shall, in all material respects, comply with all applicable Law in respect of its business, its Subsidiaries, the CNM Properties and the CNM Mineral Rights, and shall promptly notify the other Party of any correspondence, notices, claims, actions or steps in relation to the CNM Properties and the CNM Mineral Rights.

5.2 Covenants of GCC Regarding the Conduct of Business

GCC covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time this Agreement is terminated in accordance with its terms, unless CNM shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement or as required by applicable Law or by any Governmental Entity:

{00330343.1}

(a) GCC shall, and shall cause each of its Subsidiaries to, conduct its business only, not take any action except, and maintain its facilities, in the ordinary course of business and shall use commercially reasonable efforts to preserve intact its present business organization and goodwill, preserve intact GCC, its Subsidiaries, the GCC Properties and the GCC Mineral Rights, keep available the services of the directors, officers and employees as a group of GCC and its Subsidiaries and cause it and its Subsidiaries to maintain satisfactory relationships consistent with past practice with suppliers, distributors, employees, Governmental Entities and others having business relationships with it;
(b) without limiting the generality of Subsection 5.1(a), GCC shall not, and shall not permit its Subsidiaries to, directly or indirectly:
(i) issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge, dispose of or encumber any GCC Shares or any shares in the capital or other equity interests in its Subsidiaries, any GCC Options, any GCC Warrants or any warrants, calls, conversion privileges or rights of any kind to acquire any GCC Shares or other securities or any securities of its Subsidiaries, other than pursuant to the exercise of GCC Options or the GCC Warrants outstanding on the date hereof;
(ii) except in the ordinary course of business, sell, pledge, lease, dispose of, mortgage, licence, encumber or agree to sell, pledge, dispose of, mortgage, licence, encumber or otherwise transfer any assets of GCC or its Subsidiaries or any interest in any assets of GCC or its Subsidiaries having a value greater than $10,000 in the aggregate;
(iii) amend or propose to amend the articles or other constating documents or the terms of any securities of GCC or its Subsidiaries;
(iv) split, combine or reclassify, redeem, purchase or offer to purchase or reduce the stated capital of any GCC Shares or other securities of GCC or its Subsidiaries;
(v) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any GCC Shares;
(vi) reorganize, amalgamate or merge GCC or any of its Subsidiaries with any other Person;
(vii) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any Person (or portion thereof), or make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of any property or assets of any

{00330343.1}

other Person;

(viii) 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 as an accommodation become responsible for, the obligations of any other Person or make any loans or advances;
(ix) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of GCC or any of its Subsidiaries;
(x) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in GCC's financial statements or incurred in the ordinary course of business consistent with past practice;
(xi) waive, release, grant, transfer, exercise, modify or amend in any material respect: (A) any existing contractual rights in respect of any GCC Mineral Rights or GCC Properties; (B) any material Authorization, lease, concession, Contract or other document; or (C) any other material legal rights or claims;
(xii) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, Contract or other document;
(xiii) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of GCC to consummate the Arrangement or the other transactions contemplated by this Agreement;
(xiv) increase the benefits payable or to become payable to its directors or officers, enter into or modify any management, consulting, employment, severance, or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, or otherwise effect a material change in the employment arrangements with any officer of GCC or its Subsidiaries or member of the board of GCC or its Subsidiaries, other than as required pursuant to the terms of agreements already entered into, which agreements have been publicly disclosed in the GCC Public Documents or as otherwise disclosed in writing by GCC to CNM;
(xv) in the case of employees who are not officers of GCC or its Subsidiaries or members of the board of directors GCC or its Subsidiaries, take any action with respect to the grant of any bonuses, salary increases,

{00330343.1}

severance or termination pay or with respect to any increase of benefits payable in effect on the date hereof; or

(xvi) hire or permit any of its Subsidiaries to hire, any senior officer or any other employee without prior approval in writing by CNM;
(c) GCC shall not, and shall not permit its Subsidiaries to, establish, adopt, enter into, amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any bonus, profit sharing, thrift, incentive, compensation, stock option, restricted stock, pension, retirement, deferred compensation, savings, welfare, employment, termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement, including any GCC Employee Plan, for the benefit or welfare of any directors, officers, current or former employees, or consultants of GCC, its Subsidiaries or any Person providing management services to GCC or its Subsidiaries;
(d) GCC shall use all commercially reasonable efforts to cause its and its Subsidiaries' current insurance (or re-insurance) 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 and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(e) GCC shall, and shall cause its Subsidiaries to, maintain and preserve all of its and its Subsidiaries' rights under each of the GCC Mineral Rights and GCC Properties and under each applicable Authorization;
(f) GCC shall:
(i) not, and shall not permit its Subsidiaries to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect;
(ii) provide CNM with prompt written notice of any change or any condition, event, circumstance or development which, when considered either individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect on GCC;
(iii) not, and shall not permit its Subsidiaries to, enter into or renew any Contract (A) containing: (1) any limitation or restriction on the ability of GCC or its Subsidiaries to engage in any type of activity or business; (2) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of GCC or its Subsidiaries, is or would be conducted; or (3) any limit or restriction on the ability of GCC

{00330343.1}

or its Subsidiaries to solicit customers or employees; or (B) that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement;

(iv) not, and shall not permit its Subsidiaries to: (A) enter into any agreement that if entered into prior to the date hereof would be a Material Contract; (B) 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; or (C) or fail to enforce any breach or threatened breach of any Material Contract; and
(v) not, and shall not permit its Subsidiaries to, engage in any transaction with any related parties;
(g) GCC shall, and shall cause its Subsidiaries to:
(i) duly and timely file all Tax Returns required to be filed by it on or after the date hereof and all such Tax Returns will be true, complete and correct in all respects;
(ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;
(iii) not make or rescind any material express or deemed election relating to Taxes;
(iv) not make a request for a Tax ruling or enter into any agreement with any taxing authorities or consent to any extension or waiver of any limitation period with respect to Taxes;
(v) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes;
(vi) not amend any Tax Return or change any of its methods of reporting income, deductions or accounting for income Tax purposes from those employed in the preparation of its income Tax Returns, except as may be required by applicable Laws;
(vii) not change any method of Tax accounting, make or change any Tax election, file any amended Tax Return, settle or compromise any Tax liability, agree to an extension or waiver of the limitation period with respect to the assessment, reassessment or determination of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a material Tax refund; and
(viii) take any action or fail to take any action which action or failure to act would, or would reasonably be expected to, result in the loss, expiration

{00330343.1}

or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of rights under, any Authorizations of or from any Governmental Entities necessary to conduct its businesses as now conducted or as proposed to be conducted; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for Authorizations;

(h) GCC shall not, and shall not permit any of its Subsidiaries to, authorize or propose, or enter into or modify any Contract to do any of the matters prohibited by the other Subsections of this Section 5.1;
(i) GCC shall not, and shall not permit any of its Subsidiaries to, settle or compromise: (A) any action, claim or proceeding brought against it and/or any of its Subsidiaries, except with respect to such settlements and compromises that do not, individually or in the aggregate, oblige GCC and its Subsidiaries to make cash payments exceeding $10,000; or (B) any action claim or proceeding brought by any present, former or purported holders of its securities or any other Person in connection with the transactions contemplated by this Agreement or the Arrangement; and
(j) GCC shall, in all material respects, comply with all applicable Law in respect of its business, its Subsidiaries, the GCC Properties and the GCC Mineral Rights, and shall promptly notify the other Party of any correspondence, notices, claims, actions or steps in relation to the GCC Properties and the GCC Mineral Rights.

5.3 Covenants of CNM Relating to the Arrangement

CNM shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by CNM or any Subsidiary of CNM under this Agreement, co-operate with GCC in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective the transactions contemplated in this Agreement and, without limiting the generality of the foregoing or the obligations of CNM in Article 2 of this Agreement, CNM shall and where applicable shall cause each Subsidiary of CNM to:

(a) perform all of the obligations required to be performed by it pursuant to Article 2 of this Agreement;
(b) use all commercially reasonable efforts to obtain and assist GCC in obtaining all required Regulatory Approvals in connection with the transaction contemplated by this Agreement;
(c) use all commercially reasonable efforts to obtain, as soon as practicable following execution of this Agreement, all third party consents, approvals and notices required under any of the Material Contracts;

{00330343.1}

(d) on a commercially reasonably basis, at its own cost, cooperate and provide all information reasonably required by GCC, to complete any NI 43-101 technical or other reports relating to the CNM Properties required in connection with applicable Securities Laws and/or for TSX-V approval of the transactions contemplated by this Agreement;
(e) defend all lawsuits or other legal, regulatory or other proceedings against CNM challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;
(f) continue to make available and cause to be made available to GCC and its agents and advisors all documents, agreements, corporate, accounting and other business records as may be reasonably necessary for GCC to confirm the representations and warranties of CNM set out in this Agreement;
(g) furnish promptly to GCC a copy of each notice, report, schedule or other document or written communication delivered or filed by CNM in connection with the Arrangement, the Interim Order, the Final Order or the CNM Meeting with any Governmental Entity in connection with, or in any way affecting, the transactions contemplated herein; and
(h) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order.

5.4 Covenants of GCC Relating to the Arrangement

GCC shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by GCC or any Subsidiary of GCC under this Agreement, co-operate with CNM in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective the transactions contemplated in this Agreement and, without limiting the generality of the foregoing or the obligations of GCC in Article 2 of this Agreement, GCC shall and where appropriate shall cause each Subsidiary of GCC to:

(a) perform all of the obligations required to be performed by it pursuant to Article 2 of this Agreement;
(b) use all commercially reasonable efforts to obtain and assist CNM in obtaining all required Regulatory Approvals in connection with the transaction contemplated by this Agreement;
(c) defend all lawsuits or other legal, regulatory or other proceedings against GCC challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;
(d) continue to make available and cause to be made available to CNM and its agents and advisors all documents, agreements, corporate, accounting and other business records as may be reasonably necessary for CNM to confirm the

{00330343.1}

representations and warranties of GCC set out in this Agreement;

(e) apply for and use commercially reasonable efforts to obtain conditional approval of the listing and posting for trading on the TSX-V of the Consideration Shares and the GCC Shares issuable pursuant to the exercise of the CNM Options and the CNM Warrants, subject only to satisfaction by GCC of customary listing conditions of the TSX-V, including commercially reasonable efforts to obtain the approval of GCC Shareholders if required under the policies of the TSX-V;
(f) furnish promptly to CNM a copy of each notice, report, schedule or other document or written communication delivered or filed by GCC in connection with the Arrangement, the Interim Order, the Final Order or the CNM Meeting with any Governmental Entity in connection with, or in any way affecting, the transactions contemplated herein; and
(g) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement.

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived in writing by both Parties:

(a) the Arrangement Resolution shall have been approved and adopted by the CNM Shareholders at the CNM Meeting in accordance with the Interim Order;
(b) GCC shall have obtained the GCC Shareholder Approval at the GCC Meeting, if any;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to CNM and GCC, acting reasonably, on appeal or otherwise;
(d) each Party shall have received approval from the TSX-V of the transactions contemplated by this Agreement, including, in the case of GCC: (i) any GCC Shareholder approval; and (ii) approval of the listing on the TSX-V of the Consideration Shares and the GCC Shares issuable pursuant to the exercise of the CNM Options and the CNM Warrants, subject only to satisfaction of the customary listing conditions of the TSX-V;
(e) all other required Regulatory Approvals, other than approvals by the TSX-V, shall have been obtained on terms and conditions satisfactory to each of CNM

{00330343.1}

and GCC, acting reasonably; and

(f) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement or has, or would be reasonably expected to have, a Material Adverse Effect on the Arrangement, CNM or CNM's business, including the CNM Properties and CNM Mineral Rights.

6.2 Additional Conditions Precedent to the Obligations of GCC

The obligation of GCC to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of GCC and may only be waived by GCC in writing):

(a) all covenants and obligations of CNM under this Agreement to be performed and complied with on or before the Effective Time which have not been waived by GCC shall have been duly performed and complied with by CNM in all material respects and GCC shall have received a certificate of CNM addressed to GCC and dated the Effective Date, signed on behalf of CNM by a senior executive officer of CNM (without personal liability), confirming the same as at the Effective Date;
(b) all representations and warranties of CNM set forth in this Agreement that are qualified by materiality or by the expression Material Adverse Effect shall be true and correct in all respects as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date) and all other representations and warranties of CNM shall be true and correct in all material respects, and GCC shall have received a certificate from CNM, addressed to GCC and dated the Effective Date, signed on behalf of CNM by a senior executive officer of CNM (without personal liability), confirming the same as at the Effective Date;
(c) no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case: (i) that makes consummation of the Arrangement illegal; (ii) to enjoin or prohibit the Plan of Arrangement or the transactions contemplated by this Agreement; (iii) which would render this Agreement unenforceable in any way or frustrate the purpose and intent hereof; (iv) resulting in any judgment or assessment of damages, directly or indirectly, which, individually or in the aggregate, has had or would be reasonably expected to have a Material Adverse Effect on CNM; or (v) if the Arrangement were consummated, would reasonably be expected to cause a Material Adverse Effect on GCC;
(d) since the date of this Arrangement Agreement, there shall not have occurred a

{00330343.1}

Material Adverse Effect in respect of CNM, and GCC shall have received a certificate signed on behalf of CNM by a senior executive officer of CNM (without personal liability), confirming the same as at the Effective Date;

(e) no consents or change of control or similar payments shall be triggered under any of CNM's Material Contracts;
(f) holders of no more than 5% of the CNM Shares, in the aggregate, shall have exercised Dissent Rights;
(g) CNM shall have obtained and delivered to GCC: (i) written full and final resignations, effective as of the Effective Date, from each of the directors and officers of CNM and its Subsidiaries; and (ii) corresponding mutual releases between each such resigning director and officer (in connection with such Person's official capacity as director and/or officer and not in his/her personal capacity), and CNM (on its own behalf an on behalf of each relevant Subsidiary of CNM), effective as of the Effective Date, in form and substance satisfactory to GCC and CNM, each acting reasonably, including waivers of any change of control or severance related compensation, and subject to standard exclusions for acts of theft, willful or illegal misconduct and gross negligence by such director or officer;
(h) CNM shall have taken such actions as reasonably required to appoint directors and officers, as advised by GCC, of CNM and its Subsidiaries in order to replace the directors and officers of CNM and its Subsidiaries that have resigned as contemplated in Subsection 6.2(g); and
(i) CNM shall have taken such actions as required to revoke any powers of attorney granted by it or its Subsidiaries and approve and authorize letters (in the agreed form) informing the registered agents of its Subsidiaries of the Arrangement and that the nominees of GCC, as directed by GCC in writing prior to the Effective Time, will be their new contacts and instructing clients of record.

6.3 Additional Conditions Precedent to the Obligations of CNM

The obligation of CNM to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of CNM and may only be waived by CNM in writing):

(a) The Special Committee and the CNM Board shall have received a fairness opinion from CNM's financial advisor, to the effect that, as of the date of such opinion, subject to the assumptions and limitations set out therein, the Consideration to be received by the CNM Shareholders in connection with the transactions contemplated by the Arrangement is fair, from a financial point of view, to the CNM Shareholders (other than GCC and its affiliates).
(b) all covenants and obligations of GCC under this Agreement to be performed and

{00330343.1}

complied with on or before the Effective Time which have not been waived by CNM shall have been duly performed and complied with by GCC in all material respects (including those set forth at Sections 2.11 and 2.15) and CNM shall have received a certificate of GCC, addressed to CNM and dated the Effective Date, signed on behalf of GCC by a senior executive officer of GCC (on GCC's behalf and without personal liability), confirming the same as of the Effective Date;

(c) all the representations and warranties of GCC set forth in this Agreement shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Material Adverse Effect on GCC, and CNM shall have received a certificate of GCC addressed to CNM and dated the Effective Date signed on behalf of GCC by a senior executive officer of GCC (on GCC's behalf and without personal liability) confirming the same as at the Effective Date;
(d) no action, suit or proceeding shall have been taken under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case: (i) that makes consummation of the Arrangement illegal; (ii) to enjoin or prohibit the Plan of Arrangement or the transactions contemplated by this Agreement; (iii) which would render this Agreement unenforceable in any way or frustrate the purpose and intent hereof or thereof; (iv) that results in any judgment or assessment of damages, directly or indirectly, which, individually or in the aggregate, has had or would be reasonably expected to have a Material Adverse Effect on GCC; or (v) if the Arrangement were consummated, would reasonably be expected to cause a Material Adverse Effect on GCC;
(e) since the date of this Agreement, there shall not have occurred and be continuing a Material Adverse Effect in respect of GCC, and CNM shall have received a certificate signed on behalf of GCC by a senior executive officer of GCC (on GCC's behalf and without personal liability) confirming the same as at the Effective Time; and
(f) GCC shall have delivered evidence satisfactory to CNM, acting reasonably, of the approval of listing on the TSX-V of the Consideration Shares and the GCC Shares to be issued upon exercise of the CNM Options and CNM Warrants; subject only to satisfaction of the customary listing conditions of the TSX-V.

6.4 Satisfaction of Conditions

The conditions precedent set out in Sections 6.1, 6.2 and 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

{00330343.1}

ARTICLE 7 ADDITIONAL AGREEMENTS

7.1 Non-Solicitation

(a) On and after the date of this Agreement, except as otherwise expressly provided in this Agreement, GCC and CNM, respectively, shall not, directly or indirectly through any officer, director, employee, consultant, advisor, representative, agent or otherwise:
(i) make, solicit, assist, initiate, encourage, engage in, respond to or otherwise facilitate any inquiries, proposals or offers relating to any Acquisition Proposal, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by a Person other than GCC or CNM, as applicable, pursuant to this Agreement to do or seek to do any of the foregoing;
(ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt to make or complete any Acquisition Proposal, provided that, for greater certainty, GCC or CNM, as the case may be, may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the GCC Board or CNM Board, as the case may be, has so determined;
(iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to the other party, the approval or recommendation of the GCC Board or CNM Board, as the case may be, or any committee thereof of this Agreement or the Arrangement;
(iv) approve, recommend or remain neutral with respect to, or propose publicly to approve, recommend or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until 15 days following formal announcement of such Acquisition Proposal shall not be considered a violation of this Subsection 7.1(a)(iv)); or
(v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal,

provided, however, that nothing contained in this Subsection 7.1(a) or any other provision of this Agreement shall prevent the GCC Board or CNM Board, as the case may be, from considering, and the GCC Board or CNM Board, as the case

{00330343.1}

may be, shall be permitted to engage in discussions or negotiations with, or respond to enquiries from any Person that has made a bona fide unsolicited written Acquisition Proposal that the GCC Board or CNM Board, as the case may be, has determined, acting in good faith and after consultation with its financial advisors and legal counsel, constitutes or would reasonably be expected to result in a Superior Proposal.

(b) Each of GCC and CNM shall immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than CNM or GCC, as applicable) with respect to any potential Acquisition Proposal and, in connection therewith, each of GCC and CNM, respectively, will 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 as soon as possible request the return or destruction of all confidential information provided in connection therewith to the extent such information has not already been returned or destroyed. Other than to permit the consummation of a Superior Proposal, provided that each of GCC and CNM, as the case may be, has complied in all material respects with the provisions of this Agreement, including Subsections 7.1(a) through (c) and Subsection 7.1(e), each of GCC and CNM, respectively, agrees not to release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and shall enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it has entered into prior to the date hereof or enter into after the date hereof.
(c) From and after the date of this Agreement, GCC or CNM, as the case may be (the " Notifying Party "), shall immediately provide notice to the other of them (the " Non-Notifying Party "), of any unsolicited Acquisition Proposal or any proposal, inquiry or offer that could lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to the Notifying Party in connection with such an Acquisition Proposal or for access to the properties, books or records of the Notifying Party by any Person that informs the Notifying Party or any member of the board of directors of the Notifying Party that it is considering making, or has made, an Acquisition Proposal. Such notice of the Non-Notifying Party shall be made, from time to time, first immediately orally and then promptly (and in any event within 24 hours) in writing and shall indicate the identity of the Person making such proposal, inquiry or contact, all material terms thereof and such other details of the proposal, inquiry or contact known to the Notifying Party, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. The Notifying Party shall keep the Non-Notifying Party promptly and fully informed of the status, including any change to the material terms, of any such Acquisition Proposal, offer, inquiry or request and will respond promptly to all inquiries by the Non-Notifying Party with respect thereto.
(d) Each of GCC and CNM agrees that it will not accept, approve or enter into any

{00330343.1}

agreement (a " Proposed Agreement ") with any Person providing for or to facilitate any Acquisition Proposal unless:

(i) the GCC Board or CNM Board, as the case may be, acting in good faith after consultation with its outside legal counsel, determines that the Acquisition Proposal constitutes a Superior Proposal;
(ii) the CNM Meeting has not occurred;
(iii) GCC or CNM, as the case may be, has complied with Subsections 7.1(a) through (c) inclusive;
(iv) GCC or CNM, as the case may be (the " Terminating Party "), has provided to the other of them (the party other than the Terminating Party being hereinafter referred to as the " Non-Terminating Party "), a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal, and a written notice from the board of directors of the Terminating Party regarding the value in financial terms that the board of directors of the Terminating Party has in consultation with its financial advisors determined in good faith should be ascribed to any non-cash consideration offered under the Superior Proposal, such documents to be so provided to the Non-Terminating Party not less than five (5) business days prior to the earliest of the proposed acceptance, approval, recommendation or execution of the Proposed Agreement by the Terminating Party;
(v) five (5) business days shall have elapsed from the date the NonTerminating Party received the notice and documentation referred to in Subsection 7.1(d)(iv) from the Terminating Party (the " Response Period ") and, if the Non-Terminating Party has proposed to amend the terms of this Agreement and the Arrangement in accordance with Subsection 7.1(e), the board of directors of the Terminating Party shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by the Non-Terminating Party; and
(vi) the Terminating Party concurrently terminates this Agreement pursuant to Subsection 8.1(a)(iii)(E) or 8.2(a)(iv)(D), as the case may be;

and GCC or CNM, as the case may be, further agrees that it will not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the Non-Terminating Party the approval or recommendation of the Arrangement, nor accept, approve or recommend any Acquisition Proposal unless the requirements of this Subsection 7.1(d)(i) through 7.1(d)(vi) have been

{00330343.1}

satisfied.

(e) GCC and CNM, as the case may be, acknowledges and agrees that, during the five (5) business day period referred to in Subsections 7.1(d)(iv) and the Response Period or such longer period as the Terminating Party may agree for such purpose, the Non-Terminating Party shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement and the Arrangement and the Terminating Party shall co-operate with the Non-Terminating Party with respect thereto, including negotiating in good faith with the Non-Terminating Party to enable the Non-Terminating Party to make such adjustments to the terms and conditions of this Agreement and the Arrangement as the Non-Terminating Party deems appropriate and as would enable the Non-Terminating Party to proceed with the Arrangement and any related transactions on such adjusted terms. The board of directors of the Terminating Party will review any proposal by the Non-Terminating Party to amend the terms of the Arrangement in order to determine, in good faith in the exercise of its fiduciary duties whether the NonTerminating Party's proposal to amend this Agreement and the Arrangement would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Arrangement.
(f) If: (i) the Non-Terminating Party does not offer to amend the terms of this Agreement and the Arrangement prior to the expiry of the Response Period; or (ii) the board of directors of the Terminating Party determines, acting in good faith and in the proper discharge of its fiduciary duties (after consultation with its financial advisor and after receiving advice from its outside counsel), that the Acquisition Proposal would nonetheless remain a Superior Proposal with respect to the Non-Terminating Party's proposal to amend this Agreement and the Arrangement in accordance with Subsection 7.1(e), and therefore rejects the Non-Terminating Party's offer to amend this Agreement and the Arrangement, the Terminating Party shall be entitled to terminate this Agreement pursuant to Subsection 8.1(a)(iii)(E) or 8.2(a)(iv)(D), as the case may be, following the expiry of the Response Period and enter into the Proposed Agreement.
(g) The CNM Board shall promptly, and no later than within one (1) business day, reaffirm its recommendation of the Arrangement by press release after: (i) any Acquisition Proposal which the board of directors of the Terminating Party determines not to be a Superior Proposal is publicly announced or made; or (ii) the board of directors of the Terminating Party determines that a proposed amendment to the terms of this Agreement and the Arrangement would result in the Acquisition Proposal, which has been publicly announced or made, not being a Superior Proposal, and the Non-Terminating Party has so amended the terms of this Agreement and the Arrangement. The Non-Terminating Party and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by the Terminating Party, acting reasonably.

{00330343.1}

(h) Nothing in this Agreement shall prevent the GCC Board or CNM Board, as the case may be, from responding through a directors' circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent GCC or CNM or their respective board of directors, as the case may be (the " Disclosing Party ") from making any disclosure to its securityholders if the GCC Board or CNM Board, as the case may be, acting in good faith and upon the advice of its outside legal counsel, shall have first determined that the failure to make such disclosure would be inconsistent with its fiduciary duties or such disclosure is otherwise required under applicable Law; provided, however, that, notwithstanding the GCC Board or CNM Board, as the case may be, shall be permitted to make such disclosure, the CNM Board shall not be permitted to make a CNM Change in Recommendation, other than as permitted by Subsection 7.1(e). In any such case, the party other than the Disclosing Party and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such disclosure, recognizing that whether or not such comments are appropriate will be determined by the Disclosing Party, acting reasonably.
(i) Each of GCC and CNM acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 7.1.
(j) Each of GCC and CNM shall ensure that its officers, directors and employees and any investment bankers or other advisors or representatives retained by it in connection with the transactions contemplated by this Agreement are aware of the provisions of this Section 7.1, and each of GCC and CNM, respectively, shall be responsible for any breach of this Section 7.1 by such officers, directors, employees, investment bankers, advisors or representatives.
(k) If a Terminating Party provides a Non-Terminating Party with notice of an Acquisition Proposal contemplated in this Section 7.1 on a date that is less than seven (7) calendar days prior to the CNM Meeting, CNM may, and shall on GCC's request, adjourn the CNM Meeting to a date that is not less than seven (7) calendar days and not more than 10 calendar days after the date of such notice, provided, however, that the CNM Meeting shall not be adjourned or postponed to a date later than the seventh (7th) business day prior to the Outside Date.

7.2 Access to Information; Confidentiality

From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, subject to compliance with applicable Law and the terms of any existing Contracts, each of GCC and CNM shall, and shall cause their respective representatives to afford to the other Party and to representatives of the other Party such access as the other Party may reasonably require at all reasonable times, including for the purpose of facilitating integration business planning to their officers, employees, agents, properties, books, records and Contracts, and shall furnish the other Party with all data and information as the other Party may reasonably request. GCC and CNM acknowledge and agree that information

{00330343.1}

furnished pursuant to this Section 7.2 shall be subject to the terms and conditions of the Confidentiality Agreement.

7.3 Notices of Certain Events

(a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:
(i) cause any of the representations or warranties of such Party that are qualified by materiality or by the expression Material Adverse Effect to be untrue or inaccurate in any respect as of the Effective Time, and all other representations and warranties of such Party to be untrue or inaccurate in any material respect (provided that this clause shall not apply in the case of any event or state of facts resulting from the actions or omissions of a Party which are required under this Agreement); or
(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party prior to the Effective Time;

provided, however, that the delivery of any notice pursuant to this Section 7.3 shall not limit or otherwise affect the remedies available hereunder to the Party receiving that notice.

(b) No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom under Subsection 8.2(a)(iii)(B) or 8.2(a)(iv)(B) unless, prior to the Effective Date, 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 non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that the Party receiving such notice is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the earlier of the Outside Date and the expiration of a period of ten (10) business days from such notice.

7.4 Insurance and Indemnification

(a) GCC agrees that it shall honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of CNM to the extent that they are have been disclosed publicly in the CNM Public Documents or otherwise disclosed in writing by CNM to GCC, and acknowledges that such rights, to the extent that they are disclosed, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect for a period of not less

{00330343.1}

than six (6) years from the Effective Date.

(b) Subject to Subsection 7.4(c) below and the following sentence, GCC shall maintain or cause to be maintained in effect, for a period of not less than six (6) years from the Effective Date, insurance coverage substantially equivalent to that in effect under CNM's current directors' and officers' insurance policy, on terms and conditions no less advantageous to the directors and officers of CNM and with no material gaps or lapses in coverage with respect to matters occurring prior to the Effective Date. Notwithstanding any other provision of this Section 7.4, in no event shall GCC be obligated pursuant to this Subsection 7.4(b) to obtain or maintain any insurance policies to the extent the annual premium for any such policy exceeds 110% of the current annual aggregate premium for directors' and officers' liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by CNM which are in effect as of the date hereof, and, if such premium exceeds such amount for such policy, GCC shall obtain policies of insurance that, in GCC's sole discretion, provide the best coverage reasonably available at an annual premium equal to such amount.
(c) GCC's obligations under Subsection 7.4(b) shall be satisfied if: (i) CNM shall purchases on or before the Effective Date a run-off directors' and officers' insurance policy with respect to matters occurring prior to the Effective Date for the period from the Effective Date until six (6) years after the Effective Date, provided that the cost of such policy shall not exceed 110% of CNM's current annual aggregate premium for directors' and officers' liability insurance; or (ii) GCC purchases on or after the Effective Date, to a maximum aggregate purchase price of 110% of CNM's current annual aggregate premium for directors' and officers' liability insurance, a run-off directors' and officers' insurance policy, providing coverage substantially equivalent to that in effect under CNM's current directors' and officers' insurance policy on terms and conditions no less advantageous to the directors and officers of CNM with respect to matters occurring prior to the Effective Date, for the period from the Effective Date until six (6) years after the Effective Date, provided that if such substantially equivalent coverage on such terms and conditions may not be obtained at the maximum purchase price specified above, then the coverage and the terms and conditions shall be as substantially equivalent as possible at such price, to be determined by GCC in its sole discretion. GCC hereby consents to CNM purchasing the run-off policy referred to in item (i) above, provided that the aggregate policy costs do not exceed 110% of CNM's current annual aggregate premium for directors' and officers' liability insurance and that such coverage is on terms and conditions reasonably equivalent to CNM's current directors' and officers' insurance policy.
(d) The provisions of this Section 7.4 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, CNM hereby confirms that

{00330343.1}

it is acting as agent on their behalf. Furthermore, this Section 7.4 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six (6) years.

ARTICLE 8

TERM, TERMINATION, AMENDMENT AND WAIVER

8.1 Term

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

8.2 Termination

(a) This Agreement may be terminated at any time prior to the Effective Time (notwithstanding any approval of this Agreement or the Arrangement Resolution by the CNM Shareholders and/or by the Court, as applicable):
(i) by mutual written agreement of CNM and GCC;
(ii) by either CNM or GCC, if:
- (A) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Subsection 8.2(a)(ii)(A) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by such Outside Date;
- (B) after the date hereof, there shall be enacted or made applicable any Law that makes consummation of the Arrangement illegal or otherwise prohibited or enjoins CNM or GCC from consummating the Arrangement and such applicable Law or enjoinment shall have become final and non-appealable;
- (C) CNM Shareholder Approval shall not have been obtained at the CNM Meeting in accordance with the Interim Order; or
- (D) CNM or GCC has determined, acting reasonably, that a Material Adverse Effect in respect of the other party or any event, occurrence, circumstance, or development that would reasonably be expected to have a Material Adverse Effect in respect of the other party has occurred.
(iii) by GCC, if:
- (A) prior to the Effective Time: (1) except as permitted by Subsection

{00330343.1}

7.1(a)(iv), the CNM Board fails to recommend or withdraws, amends, modifies or qualifies, in a manner adverse to GCC or fails to publicly reaffirm its recommendation of the Arrangement within three (3) calendar days (and in any case prior to the CNM Meeting) after having been requested in writing by GCC to do so, in a manner adverse to GCC (a " CNM Change in Recommendation "); (2) the CNM Board or a committee thereof shall have approved or recommended any Acquisition Proposal; or (3) CNM shall have breached Section 7.1 in any material respect;

(B) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of CNM set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.1 or Subsections 6.2(a) or 6.2(b) not to be satisfied and such conditions are incapable of being satisfied within the period set forth in Subsection 7.3(b) and provided that GCC is not then in breach of this Agreement so as to cause any condition in Section 6.1 or Subsections 6.2(a) or 6.2(b) not to be satisfied;
(C) GCC has been notified in writing by CNM of a Proposed Agreement in accordance with Subsection 7.1(d), and either: (1) GCC does not deliver an amended Arrangement proposal within five (5) business days of delivery of the Proposed Agreement to GCC; or (2) GCC delivers an amended Arrangement proposal pursuant to Subsection 7.1(e) but the CNM Board determines, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided in the Proposed Agreement continues to be a Superior Proposal in comparison to the amended Arrangement terms offered by GCC;
(D) CNM fails to hold the CNM Meeting on or before the Meeting Deadline (or such other later date consented to by GCC), provided that the right to terminate this Agreement pursuant to this Subsection 8.2(a)(iii)(D) shall not be available to GCC if the failure by GCC to fulfil any obligation hereunder is the cause of, or results in, the failure of the CNM Meeting to occur on or before such date; or
(E) it wishes to enter into a binding written agreement with respect to a Superior Proposal, subject to compliance with Section 7.1 in all material respects.
(iv) by CNM, if
(A) prior to the Effective Time: (1) the GCC Board or a committee

{00330343.1}

thereof shall have approved or recommended any Acquisition Proposal; or (2) GCC shall have breached Section 7.1 in any material respect;

(B) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of GCC set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.1 or Subsections 6.30 or 6.3(c) not to be satisfied and such conditions are incapable of being satisfied within the period set forth in Subsection 7.3(b) and provided that CNM is not then in breach of this Agreement so as to cause any condition in Section 6.1 or Subsections 6.30 or 6.3(c) not to be satisfied; or
(C) CNM has been notified in writing by GCC of a Proposed Agreement in accordance with Subsection 7.1(d), and either: (1) CNM does not deliver an amended Arrangement proposal within five (5) business days of delivery of the Proposed Agreement to CNM; or (2) CNM delivers an amended Arrangement proposal pursuant to Subsection 7.1(e) but the GCC Board determines, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided in the Proposed Agreement continues to be a Superior Proposal in comparison to the amended Arrangement terms offered by CNM;
(D) it wishes to enter into a binding written agreement with respect to a Superior Proposal, subject to compliance with Section 7.1 in all material respects.
(b) The Party desiring to terminate this Agreement pursuant to this Section 8.2 (other than pursuant to Subsection 8.2(a)(i)) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.
(c) If this Agreement is terminated pursuant to this Section 8.2, this Agreement shall become void and be of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party, except that the provisions of this Subsection 8.2(c) and Sections 8.3, 9.1, 9.3, 9.4, 9.8 and 9.9 and all related definitions set forth in Section 1.1 and the provisions of the Confidentiality Agreement shall survive any termination hereof.

8.3 Expenses

All fees, costs and expenses incurred in connection with this Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses.

{00330343.1}

8.4 Amendment

Subject to the provisions of the Interim Order, the Plan of Arrangement and applicable Laws, this Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the CNM Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or Authorization on the part of the CNM Shareholders, 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; and
(d) waive compliance with or modify any mutual conditions precedent herein contained.

8.5 Waiver

Any Party may: (a) extend the time for the performance of any of the obligations or acts of the other Party; (b) waive compliance, except as provided herein, with any of the other Party's agreements or the fulfilment of any conditions to its own obligations contained herein, or; (c) waive inaccuracies in any of the other Party's representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

ARTICLE 9 GENERAL PROVISIONS

9.1 Privacy

Each Party shall comply with applicable privacy Laws in the course of collecting, using and disclosing personal information about an identifiable individual (the " Transaction Personal Information "). GCC shall not disclose Transaction Personal Information to any Person other than to its advisors who are evaluating and advising on the transactions contemplated by this Agreement. If GCC completes the transactions contemplated by this Agreement, GCC shall not, following the Effective Date, without the consent of the individuals to whom such Transaction Personal Information relates or as permitted or required by applicable Law, use or disclose Transaction Personal Information:

(a) for purposes other than those for which such Transaction Personal Information was collected by CNM prior to the Effective Date; and

{00330343.1}

(b) which does not relate directly to the carrying on of the business of CNM or to the carrying out of the purposes for which the transactions contemplated by this Agreement were implemented.

Each Party shall protect and safeguard the Transaction Personal Information against unauthorized collection, use or disclosure. Each Party shall cause its advisors to observe the terms of this Section 9.1 and to protect and safeguard Transaction Personal Information in their possession. If this Agreement shall be terminated, each Party shall promptly deliver to the other Party all Transaction Personal Information regarding such first Party in its possession or in the possession of any of its advisors, including all copies, reproductions, summaries or extracts thereof, except, unless prohibited by applicable Law, for electronic backup copies made automatically in accordance with each Party's usual backup procedures.

9.2 Notices

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given and received on the day it is delivered, provided that it is delivered on a business day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if notice is delivered after 5:00 p.m. local time or if such day is not a business day then the notice shall be deemed to have been given and received on the next business day. Notice shall be sufficiently given if delivered (either in Person, by courier service or other personal method of delivery), or if transmitted by email to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

(a) if to GCC:

Granite Creek Copper Ltd. 1209 – 409 Granville Street Vancouver, BC V6C 1T2

Attention: Timothy Johnson Email: [email protected]

(b) if to CNM:

Copper North Mining Corp. 4908 Pine Crescent Vancouver, BC V6M 3P6

Attention: John Cumming Email: [email protected]

9.3 Governing Law; Waiver of Jury Trial

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of British Columbia and the Laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the courts

{00330343.1}

of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and the Arrangement and waives any defences to the maintenance of an action in the Courts of the Province of British Columbia. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

9.4 Injunctive Relief

Subject to Section 8.3, the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law. Subject to Section 8.3, such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties.

9.5 Independent Legal Advice

Each Party acknowledges and agrees that it has had a reasonable opportunity to obtain or has obtained independent legal advice with respect to this Agreement, that it has read and fully understands the provisions of this Agreement, that the terms and conditions of this Agreement are reasonable, and that it is signing this Agreement freely, voluntarily and without duress.

9.6 Time of Essence

Time shall be of the essence in this Agreement.

9.7 Further Assurances

Each Party hereto will, at its own expense, execute and deliver all such further agreements and documents and do such further acts and things as may be reasonably required to give effect to this Agreement.

9.8 Entire Agreement, Binding Effect and Assignment

This Agreement (including the exhibits and schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the Parties, or either of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein,

{00330343.1}

this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. This Agreement, the Confidentiality Agreement and any of the rights, interests or obligations hereunder and thereunder may not be assigned by either of the Parties without the prior written consent of the other Party.

9.9 No Liability

No director or officer of GCC shall have any personal liability whatsoever to CNM under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of GCC. No director or officer of CNM shall have any personal liability whatsoever to GCC under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of CNM.

9.10 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

9.11 Counterparts, Execution

This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an or executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

{00330343.1}

IN WITNESS WHEREOF GCC and CNM have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

GRANITE CREEK COPPER LTD.

By: signed “Timothy Johnson

_____ Name: Tim Johnson Title: CEO

COPPER NORTH MINING CORP.

By: signed “ John Cumming “

__ Name: John Cumming Title: CEO

{00330343.1}

SCHEDULE A PLAN OF ARRANGEMENT

UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless the context otherwise requires, capitalized terms used but not defined shall have the meanings ascribed to them below:

" Arrangement " means the arrangement of CNM under Section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.4 of the Arrangement Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order (provided that any amendment or variation is acceptable to both CNM and GCC acting reasonably);

" Arrangement Agreement " means the arrangement agreement dated August 31, 2020 between GCC and CNM, including all schedules annexed thereto, all as the same may be amended, supplemented or otherwise modified from time to time in writing in accordance with the terms thereof;

" Arrangement Resolution " means the special resolution of the CNM Shareholders approving the Plan of Arrangement which is to be considered at the CNM Meeting;

" BCBCA " means the Business Corporations Act , SBC 2002, c 57 and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

" Business Day " means any day other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia;

" CNM " means Copper North Mining Corp., a company existing under the BCBCA;

" CNM Option Plan " means the stock option plan of CNM dated December 14, 2017;

A-1

{00330343.1}

" CNM Options " means, at the relevant time, stock options to acquire CNM Shares granted under the CNM Option Plan, which are, at such time, outstanding and unexercised;

" CNM Shareholders " means the holders of CNM Shares;

" CNM Shares " means the common shares without par value in the capital of CNM;

" CNM Warrants " means, at any time, warrants to purchase CNM Shares, which are, at such time, outstanding and unexercised;

" Consideration " means the consideration to be received by CNM Shareholders from GCC Pursuant to the Plan of Arrangement in respect of the CNM Shares that are issued and outstanding immediately prior to the Effective Time, being one (1) GCC Share for each two and one-half (2.5) CNM Shares;

" Consideration Shares " means the GCC Shares to be issued in exchange for CNM Shares pursuant to the Arrangement;

" Court " means the Supreme Court of British Columbia;

" Depositary " means Odyssey Trust Company, or such other depositary as GCC may determine;

" Dissent Rights " means the rights of dissent exercisable by the CNM Shareholders in respect of the Arrangement described in Subsection 4.1 hereof;

" Dissenting Shareholder " means a registered CNM Shareholder who dissents in respect of the Arrangement in strict compliance with the Dissent Rights pursuant to Article 4 of this Plan of Arrangement and the Interim Order and who has not withdrawn or have been deemed to have withdrawn such exercise of such Dissent Rights and who is ultimately entitled to be paid fair value for their CNM Shares;

" Effective Date " means the effective date of the Arrangement, which shall be the second Business Day following the date on which all of the conditions precedent to the completion of the Arrangement contained in Article 6 of the Arrangement Agreement have been satisfied or waived in accordance with the Arrangement Agreement (other than those conditions which cannot, by their terms, be satisfied until the Effective Date, but subject to satisfaction or waiver of such conditions as of the Effective Date), or such other date as may be mutually agreed by the Parties in writing;

" Effective Time " means 12:01 a.m. on the Effective Date, or such other time as may be mutually agreed by CNM and GCC in writing;

" Fair Market Value " means the volume weighted average trading price of the CNM Shares on the TSX Venture Exchange for the five trading day period immediately prior to the Effective Date;

" Final Order " means the final order of the Court, after a hearing upon the fairness of the terms and conditions of the Arrangement, in a form acceptable to CNM and GCC, each acting

A-2

{00330343.1}

reasonably, approving the Arrangement, as such order may be amended by the Court at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both CNM and GCC, each acting reasonably);

" Final Proscription Date " shall have the meaning ascribed thereto in Section 5.5 hereof;

" Former CNM Shareholders " means, at and following the Effective Time, the registered holders of CNM Shares immediately prior to the Effective Time;

" GCC " means Granite Creek Copper Ltd., a company existing under the BCBCA;

" GCC Option Plan " means the Long Term Incentive Plan of GCC dated February 15, 2019;

" GCC Shares " means the common shares in the capital of GCC;

" Governmental Entity " means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or entity, domestic or foreign; (b) any stock exchange, including the TSX Venture Exchange; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

" Interim Order " means the interim order of the Court contemplated by Section 2.2 of the Arrangement Agreement and made pursuant to Section 291 of the BCBCA, in a form acceptable to CNM and GCC, each acting reasonably, providing for, among other things, the calling and holding of the CNM Meeting, as the same may be amended by the Court from time to time with the consent of CNM and GCC, each acting reasonably;

" In-The-Money Amount " in respect of a CNM Option means the amount, if any, by which the Fair Market Value of the CNM Shares subject to the option exceeds the aggregate exercise price of the option;

" Letter of Transmittal " means the letter of transmittal to be forwarded by CNM to Former CNM Shareholders together with the CNM Circular or such other equivalent form of letter of transmittal acceptable to GCC acting reasonably;

A-3

{00330343.1}

" Parties " means CNM and GCC, and " Party " means either of them;

" Subsidiary " has the meaning ascribed thereto in the National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators; and

" Tax Act " means the Income Tax Act , RSC 1985, c 1 (5th Supp) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into Articles, Sections, Subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms "this Plan of Arrangement", "hereof", "herein", "hereto", "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular Article, Section or other portion hereof and include any instrument supplementary or ancillary hereto.

1.3 Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Statutory References

A-4

{00330343.1}

Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.6 Currency

Unless otherwise stated, all references herein to amounts of money are expressed in lawful currency of Canada.

1.7 Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein are local time in Vancouver, British Columbia unless otherwise stipulated herein.

1.8 Governing Law

This Plan of Arrangement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

2.2 Binding Effect

This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on:

(a) CNM;
(b) GCC;
(c) all registered and beneficial CNM Shareholders, including Dissenting Shareholders; and
(d) all holders of CNM Options and CNM Warrants.

ARTICLE 3

ARRANGEMENT

3.1 Arrangement

At the Effective Time, except as otherwise provided herein, the following shall occur and shall be deemed to occur sequentially, in the following order, without any further act or

A-5

{00330343.1}

formality required on the part of any Person, in each case effective as at the Effective Time:

(a) each CNM Share in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be directly transferred and assigned by such Dissenting Shareholder, without any further act or formality on its part, to GCC (free and clear of any Liens) in accordance with Article 4 hereof;
(b) each CNM Share (other than any CNM Shares in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights) shall be deemed to be transferred and assigned to GCC (free and clear of any Liens) in exchange for the Consideration, subject to Article 4 hereof;
(c) with respect to each CNM Share transferred and assigned in accordance with Subsection 3.1(a) or 3.1(b) hereof:
(i) the registered holder thereof shall cease to be the registered holder of such CNM Share and the name of such registered holder shall be removed from the central securities register of CNM Shareholders as of the Effective Time;
(ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such CNM Share in accordance with Subsection 3.1(a) or 3.1(b) hereof, as applicable; and
(iii) GCC will be the holder of all of the outstanding CNM Shares and the central securities register of CNM Shareholders shall be revised accordingly;
(d) each CNM Shareholder will be the holder of the aggregate number of GCC Shares issued to such CNM Shareholder pursuant to Subsection 3.1(c) hereof and the central securities register of GCC will be revised accordingly;
(e) each holder of a CNM Option shall receive (and such holder shall accept) upon the valid exercise of such holder's CNM Option, in lieu of each CNM Share to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, 0.40 GCC Shares. Such CNM Option shall continue to be subject to the terms of its respective option certificate or option agreement, including as to the expiry or early termination of such CNM Option, provided that, from and after the Effective Time: (i) the CNM Options shall be deemed to be issued and outstanding for all purposes as options issued and outstanding under the GCC Option Plan; (ii) the CNM Option Plan shall be terminated and of no further force and effect; and (iii) in the event of an inconsistency or conflict between the terms and conditions of each respective option certificate or option agreement of a CNM Option and the GCC Option Plan, the provisions of the GCC Option Plan shall govern and prevail in all circumstances. If the adjustment to the CNM Options contemplated by this paragraph results in a disposition of CNM Options for options to acquire GCC

A-6

{00330343.1}

Shares or "new" CNM Options, it is intended that the provisions of Subsection 7(1.4) of the Tax Act apply to any such disposition. Therefore, in the event that the In-The-Money Amount in respect of a CNM Option immediately after the Effective Time exceeds the In-The-Money Amount in respect of the CNM Option immediately before the Effective Time, the exercise price of a CNM Option will be increased such that the In-The-Money Amount of the CNM Option immediately after the Effective Time does not exceed the In-The-Money Amount of the CNM Option immediately before the Effective Time; and

(f) each holder of a CNM Warrant shall, in accordance with the terms of the warrant certificate representing such CNM Warrant, receive (and such holder shall accept) upon the valid exercise of such holder's CNM Warrant, in lieu of each CNM Share to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, 0.40 GCC Shares, and such CNM Warrant shall, mutatis mutandis , continue to be governed by and be subject to the terms of its respective warrant certificate.

3.2 Post-Effective Time Procedures

(a) Following the receipt of the Final Order and prior to the Effective Date, GCC shall deliver or arrange to be delivered to the Depositary certificate(s) representing the GCC Shares required to be issued to Former CNM Shareholders in accordance with the provisions of Subsection 5.1(a) hereof, which certificate(s) shall be held by the Depositary as agent and nominee for such Former CNM Shareholders for distribution to such Former CNM Shareholders in accordance with the provisions of Article 5 hereof.
(b) Subject to the provisions of Article 5 hereof, and upon return of a properly completed Letter of Transmittal by a registered Former CNM Shareholder together with certificates representing CNM Shares and such other documents as the Depositary may require, Former CNM Shareholders shall be entitled to receive delivery of the certificate(s) representing the GCC Shares to which they are entitled pursuant to Subsection 3.1(b) hereof.

3.3 No Fractional GCC Shares

In no event shall any holder of CNM Shares be entitled to a fractional Consideration Share. Where the aggregate number of Consideration Shares to be issued to a Former CNM Shareholder as consideration under this Arrangement would result in a fraction of a Consideration Share being issuable, such Former CNM Shareholder will have its Consideration Shares rounded down to the next whole number and such Former CNM Shareholder shall not receive cash or any other compensation in lieu of such fractional share.

ARTICLE 4 DISSENT RIGHTS

4.1 Rights of Dissent

(a) Pursuant to the Interim Order, notwithstanding Section 3.1 hereof, registered CNM Shareholders may exercise rights of dissent (" Dissent Rights ") under

A-7

{00330343.1}

Division 2 of Part 8 of the BCBCA, as the same may be modified by this Article 4, the Interim Order and the Final Order, with respect to CNM Shares in connection with the Arrangement, provided that the written notice setting forth the objection of such registered CNM Shareholders to the Arrangement and exercise of Dissent Rights contemplated by Section 242 of the BCBCA must be received by CNM not later than 5:00 p.m. (Vancouver time) on the Business Day that is two (2) Business Days before the CNM Meeting or any date to which the CNM Meeting may be postponed or adjourned and provided further that registered CNM Shareholders who exercise such Dissent Rights and who:

(i) are ultimately entitled to be paid fair value for their CNM Shares, which fair value shall be the fair value of such CNM Shares immediately before the passing by the CNM Shareholders of the Arrangement Resolution, shall be paid an amount in cash equal to such fair value by GCC; and
(ii) are ultimately not entitled, for any reason, to be paid fair value for their CNM 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 CNM Shares and shall be entitled to receive only the Consideration contemplated in Section 3.1 hereof that such holders would have received pursuant to the Arrangement if such holders had not exercised Dissent Rights;
(b) In no circumstances shall CNM, GCC or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered CNM Shareholder in respect of which such rights are sought to be exercised; and
(c) For greater certainty, in no case shall CNM, GCC or any other Person be required to recognize Dissenting Shareholders as holders of CNM Shares after the Effective Time, and the names of such Dissenting Shareholders shall be deleted from the central securities register of CNM Shares as of the Effective Time. For greater certainty, CNM Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights.

ARTICLE 5 DELIVERY OF GCC SHARES

5.1 Delivery of GCC Shares

(a) At or prior to the Effective Time, GCC shall deposit with the Depositary, for the benefit of the CNM Shareholders, a certificate or certificates representing the aggregate number of Consideration Shares which the CNM Shareholders are entitled to receive hereunder. Following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding CNM Shares that were exchanged under the Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the CNM Shareholder of

A-8

{00330343.1}

such surrendered certificate will be entitled to receive in exchange therefor the Consideration Shares which such CNM Shareholder has the right to receive under the Arrangement for such CNM Shares, less any amounts withheld pursuant to Section 5.4 hereof and any certificate so surrendered will forthwith be cancelled.

(b) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding CNM Shares that were exchanged for GCC Shares in accordance with Subsection 5.1(a) hereof, together with such other documents and instruments as would have been required to effect the transfer of the CNM Shares formerly represented by such certificate under the BCBCA and the articles of CNM and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate or certificates representing the Consideration Shares that such holder is entitled to receive in accordance with Subsection 3.1(c) hereof.
(c) After the Effective Time and until surrendered for cancellation as contemplated by Subsection 5.1(b) hereof, each certificate that immediately prior to the Effective Time represented one or more CNM Shares shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Subsection 3.1(c) hereof.

5.2 Lost Certificates

If any certificate, that immediately prior to the Effective Time represented one or more outstanding CNM Shares that were exchanged for the Consideration in accordance with Section 3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the Consideration that such holder is entitled to receive in accordance with Section 3.1 hereof. When authorizing such delivery of Consideration that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such Consideration is to be delivered shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to GCC and the Depositary in such amount as GCC and the Depositary may direct, or otherwise indemnify GCC and the Depositary in a manner satisfactory to GCC and the Depositary, against any claim that may be made against GCC or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles and notice of articles of GCC.

5.3 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to GCC Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding CNM Shares unless and until the holder of such certificate shall have complied

A-9

{00330343.1}

with the provisions of Section 5.1 or 5.2 hereof. Subject to applicable Law and to Section 5.4 hereof, at the time of such compliance, there shall, in addition to the delivery of Consideration to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such GCC Shares.

5.4 Withholding Rights

GCC, CNM and the Depositary shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Person hereunder and from all dividends, interest or other amounts payable to any Former CNM Shareholder such amounts as GCC, CNM or the Depositary is required or permitted to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. To the extent necessary, such deductions and withholdings may be effected by selling any GCC Shares to which any such Person may otherwise be entitled hereunder, and any amount remaining following the sale, deduction and remittance shall be paid to the Person entitled thereto as soon as reasonably practicable.

5.5 Limitation and Proscription

To the extent that a Former CNM Shareholder shall not have complied with the provisions of Section 5.1 or 5.2 hereof on or before the date that is six (6) years after the Effective Date (the " Final Proscription Date "), then the Consideration that such Former CNM Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the Consideration to which such Former CNM Shareholder was entitled shall be delivered to GCC by the Depositary and certificates representing GCC Shares forming the Consideration shall be cancelled by GCC, and the interest of the Former CNM Shareholder in such GCC Shares to which it was entitled shall be terminated as of such Final Proscription Date.

5.6 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens, charges, security interests, encumbrances, mortgages, hypothecs, restrictions, adverse claims or other claims of third parties of any kind.

5.7 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all CNM Shares, CNM Options and CNM Warrants issued prior to the Effective Time; (b) the rights and obligations of the registered holders of CNM Shares, CNM Options and CNM Warrants, and CNM, GCC, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any CNM Shares, CNM Options or CNM Warrants shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

A-10

{00330343.1}

5.8 Calculations

All calculations and determinations made by GCC, CNM or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

(a) GCC and CNM reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be: (i) set out in writing; (ii) agreed to in writing by GCC and CNM; (iii) filed with the Court and, if made following the CNM Meeting, approved by the Court; and (iv) communicated to holders or former holders of CNM Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by CNM at any time prior to the CNM Meeting provided that GCC 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 CNM Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the CNM Meeting shall be effective only if: (i) it is consented to in writing by each of GCC and CNM; (ii) it is filed with the Court; and (iii) if required by the Court, it is consented to by holders of the CNM Shares voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Time unilaterally by GCC, provided that it concerns a matter that, in the reasonable opinion of GCC, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Former CNM Shareholder or former holder of CNM Options or CNM Warrants.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 7

FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances,

{00330343.1} A-11

instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out therein.

A-12

{00330343.1}

SCHEDULE B ARRANGEMENT RESOLUTION

BE IT RESOLVED, AS A SPECIAL RESOLUTION THAT:

The arrangement (the " Arrangement ") under Section 288 of the Business Corporations Act (British Columbia) (the " BCBCA ") involving Copper North Mining Corp. (" CNM "), as more particularly described and set forth in the Management Information Circular (the " Circular ") of CNM dated ●, 2020, accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The plan of arrangement (the " Plan of Arrangement "), involving CNM and implementing the Arrangement, the full text of which is set out in Appendix ● to the Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The arrangement agreement (the " Arrangement Agreement ") between CNM and Granite Creek Copper Ltd., dated August 31, 2020 , and all the transactions contemplated therein, the actions of the directors of CNM in approving the Arrangement and the actions of the directors and officers of CNM in executing and delivering the Arrangement Agreement and any amendments thereto are hereby affirmed, ratified, authorized and approved.
Notwithstanding that this resolution has been passed (and the Arrangement approved) by the shareholders of CNM or that the Arrangement has been approved by the British Columbia Supreme Court, the directors of CNM are hereby authorized and empowered, without further notice to, or approval of, the securityholders of CNM:
(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or
(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
Any director or officer of CNM is hereby authorized and directed for and on behalf of CNM to execute, whether under corporate seal of CNM or otherwise, and to deliver such records, documents and information as are necessary or desirable to the Registrar of Companies under the BCBCA in accordance with the Arrangement Agreement for filing.
Any one or more directors or officers of CNM is hereby authorized, for and on behalf and in the name of CNM, to execute and deliver, whether under corporate seal of CNM or otherwise, all such agreements, forms waivers, notices, certificates, 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 these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:

{00330343.1}

(a) all actions required to be taken by or on behalf of CNM, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by CNM;

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.

{00330343.1}

AI assistant

Copper North Mining Corp. — M&A Activity 2020

46921_rns_2020-09-10_b2115702-7eba-47f7-927f-7ed2a9d7a7c1.pdf

GRANITE CREEK COPPER LTD.

COPPER NORTH MINING CORP.

ARRANGEMENT AGREEMENT

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

BETWEEN:

WHEREAS:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation Not Affected by Headings

1.3 Number and Gender

1.4 Date for Any Action

1.5 Currency

1.6 Accounting Matters

1.7 Knowledge

1.8 Schedules

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

2.2 Interim Order

2.3 CNM Meeting

2.4 CNM Circular

2.5 Preparation of Filings

2.6 Final Order

2.7 Court Proceedings

2.8 Effective Date

2.9 CNM Options

2.10 CNM Warrants

2.11 Payment of Consideration

2.12 Announcement and Shareholder Communications

2.13 Withholding Taxes

2.14 U.S. Securities Compliance

2.15 Governance and Transitional Matters

2.16 GCC Meeting

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CNM

3.1 Representations and Warranties

(g) Compliance with Laws.

(i) Capitalization and Listing.

(m) Financial Statements.

3.2 Survival of Representations and Warranties

4.1 Representations and Warranties

(f) Compliance with Laws.

(h) Capitalization and Listing.

(l) Financial Statements.

4.2 Survival of Representations and Warranties

COVENANTS

5.1 Covenants of CNM Regarding the Conduct of Business

5.2 Covenants of GCC Regarding the Conduct of Business

5.3 Covenants of CNM Relating to the Arrangement

5.4 Covenants of GCC Relating to the Arrangement

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent to the Obligations of GCC

6.3 Additional Conditions Precedent to the Obligations of CNM

6.4 Satisfaction of Conditions

ARTICLE 7 ADDITIONAL AGREEMENTS

7.1 Non-Solicitation

7.2 Access to Information; Confidentiality

7.3 Notices of Certain Events

7.4 Insurance and Indemnification

ARTICLE 8

TERM, TERMINATION, AMENDMENT AND WAIVER

8.1 Term

8.2 Termination

8.3 Expenses

8.4 Amendment

8.5 Waiver

ARTICLE 9 GENERAL PROVISIONS

9.1 Privacy

9.2 Notices

9.3 Governing Law; Waiver of Jury Trial

9.4 Injunctive Relief

9.5 Independent Legal Advice

9.6 Time of Essence

9.7 Further Assurances

9.8 Entire Agreement, Binding Effect and Assignment

9.9 No Liability

9.10 Severability

Copper North Mining Corp. M&A Activity 2020