ECN Capital Corp. — M&A Activity 2026

Apr 24, 2026

Ontario

Ministry of Public and
Business Service Delivery
Ministère des Services au public et
aux entreprises

Certificate of Arrangement

Certificat d'arrangement

Business Corporations Act

Loi sur les sociétés par actions

ECN CAPITAL CORP.

Corporation Name / Dénomination sociale

2528762

Ontario Corporation Number / Numéro de société de l'Ontario

This is to certify that these articles are effective on
La présente vise à attester que ces statuts entreront en vigueur le

April 24, 2026 / 24 avril 2026

V. Quintanilla W.
Director / Directeur
Business Corporations Act / Loi sur les sociétés par actions

The Certificate of Arrangement is not complete without the Articles of Arrangement

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quintanilla W.
Director/Registrar

Le certificat d'arrangement n'est pas complet s'il ne contient pas les statuts d'arrangement

Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises.
V. Quintanilla W.
Directeur ou registrateur

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BCA – Articles of Arrangement - ECN CAPITAL CORP. - OCN:2528762 - April 24, 2026

Ontario

Ministry of Public and Business Service Delivery

Articles of Arrangement

Business Corporations Act

Corporation Name (Date of Incorporation/Amalgamation)
ECN CAPITAL CORP. (July 22, 2016)

1. The arrangement has been approved by the shareholders of the corporation in accordance with section 182 of the Business Corporations Act

2. A copy of the plan of arrangement is attached to these articles as Exhibit "A"

3. The arrangement was approved by the court and a certified copy of the Order of the court is attached to these articles as Exhibit "B"

4. The terms and conditions of the arrangement, if any, have been complied with in accordance with the order.

The articles have been properly executed by the required person(s).

The endorsed Articles of Arrangement are not complete without the Certificate of Arrangement. Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quintarilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 1 of 3

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BCA – Articles of Arrangement - ECN CAPITAL CORP. - OCN:2528762 - April 24, 2026

Supporting Document - Exhibit "A" - Copy of the plan of Arrangement

The endorsed Articles of Arrangement are not complete without the Certificate of Arrangement. Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quintanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 2 of 3

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Supporting Document - Exhibit "B" - A certified copy of the Order of the court

V. Quintanilla W.

Page 3 of 3

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Electronically issued / Délivré par voie électronique : 22-jan-2026
Superior Court of justice - Toronto - Commercial List / Cour supérieure de justice
Court File No./N° du dossier du greffe: CL-25-00753611-0000

Court File No. CL-25-00753611-0000

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

THE HONOURABLE
) THURSDAY, THE 22ND
JUSTICE CAVANAGH
) DAY OF JANUARY, 2026

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, CHAP. B.16, AS AMENDED

AND IN THE MATTER OF RULES 14.02(2) AND 14.02(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF ECN CAPITAL CORP. AND SINATRA CA ACQUISITION CORP.

FINAL ORDER

THIS MOTION, made by the Applicant, ECN Capital Corp. (“ECN”) pursuant to section 182 of the Business Corporations Act (Ontario), R.S.O. 1990, c. B-16, as amended (the “OBCA”), was heard this day by video conference.

ON READING the Notice of Application issued on December 10, 2025, the affidavit of William Lovatt sworn December 12, 2025, the supplementary affidavit of William Lovatt sworn January 20, 2026, together with the exhibits thereto, and the Interim Order of the Honourable Justice Cavanagh dated December 15, 2025, and

ON HEARING the submissions of the lawyers for ECN and for Sinatra CA Acquisition Corp., on being advised that the Director under the OBCA does not consider it necessary to appear

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on this application, no-one appearing for any other person, including any shareholder of ECN, and having determined that the Arrangement, as described in the Plan of Arrangement attached as Schedule “A” to this order, is an arrangement for the purposes of section 182 of the OBCA and is fair and reasonable in accordance with the requirements of that section,

1. THIS COURT ORDERS that the Arrangement, as described in the Plan of Arrangement attached as Schedule “A” to this order, shall be and is hereby approved.

2. THIS COURT ORDERS that ECN shall be entitled to seek leave to vary this order upon such terms and upon giving such notice as this court may direct, to seek the advice and directions of this court as to the implementation of this order, and to apply for such further order or orders as may be appropriate.

THIS IS TO CERTIFY THAT THIS DOCUMENT, CERTIFICATE OF WHICH IS STAMPED WITH THE SEAL OF THE SUPERIOR COURT OF JUSTICE OF TORONTO, IS TRUE COPY OF THE DOCUMENT ON FILE IN THIS OFFICE.

DATED AT TORONTO THIS 23 DAY OF JANUARY 26
PAY A TONIGHTON
M. M. MURRAY
TREASURER

Schedule “A”

PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE
BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions

Unless indicated otherwise, any capitalized term used herein but not defined shall have the meaning ascribed thereto in the Arrangement Agreement and the following terms shall have the respective meanings set out below (and grammatical variations of such terms shall have corresponding meanings):

“Amalco” has the meaning ascribed thereto in Section 2.3(b).

“Amalco Common Shareholders” means the registered and/or beneficial holders of the Amalco Common Shares, as the context requires.

“Amalco Common Shares” means the common shares in the capital of Amalco.

“Amalco Preferred Shares” means, collectively, the Amalco Series A Preferred Shares, the Amalco Series B Preferred Shares, the Amalco Series C Preferred Shares, the Amalco Series D Preferred Shares and the Amalco Series E Preferred Shares.

“Amalco Securityholder” means, collectively, the Amalco Common Shareholders, the Amalco Series C Preferred Shareholders, the Amalco Series D Preferred Shareholders, the holders of Company Debentures, the holders of Options, the holders of PSUs, the holders of RSUs and the holders of DSUs.

“Amalco Series A Preferred Shares” means the Cumulative 5-Year Minimum Rate Reset Preferred Shares, Series A in the capital of Amalco.

“Amalco Series B Preferred Shares” means the Cumulative Floating Rate Preferred Shares, Series B in the capital of Amalco.

“Amalco Series C Preferred Shares” means Cumulative 5-Year Minimum Rate Reset Preferred Shares, Series C in the capital of Amalco.

“Amalco Series C Preferred Shareholders” means the registered and/or beneficial holders of the Amalco Series C Preferred Shares, as the context requires.

“Amalco Series D Preferred Shares” means the Cumulative Floating Rate Preferred Shares, Series D in the capital of Amalco.

“Amalco Series E Preferred Shareholders” means the registered and/or beneficial holders of the Amalco Series E Preferred Shares, as the context requires.

“Amalco Series E Preferred Shares” means the Mandatory Convertible Preferred Shares, Series E in the capital of Amalco.

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"Amalgamating Subsidiaries" means, collectively, ECN Rail Corporation, ECN Aviation Inc., ECN (Canada) Holdings Corp., Element Investment Corp. and ECN Financial Inc.

"Arrangement" means an arrangement of the Company under Section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations hereto made in accordance with the terms of the Arrangement Agreement or Section 5.1, made in accordance with the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement made as of November 13, 2025 between the Purchaser and the Company (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting by the Common Shareholders and Series E Preferred Shareholders.

"Business Day" means any day of the year, other than a Saturday, a Sunday or a day on which major banks are closed for business in Toronto, Ontario or New York, New York.

"Common Shareholders" means the registered and/or beneficial holders of the Common Shares, as the context requires.

"Common Shares" means the common shares in the capital of the Company.

"Company" means ECN Capital Corp.

"Company 2026 Debentures" means the 6.00% Senior Unsecured Debentures of the Company due December 31, 2026, as in effect on the date thereof.

"Company 2027 Debentures" means the 6.25% Senior Unsecured Debentures of the Company due December 31, 2027, as in effect on the date thereof.

"Company 2030 Debentures" means the 6.50% Convertible Senior Unsecured Debentures of the Company due April 30, 2030, as in effect on the date thereof.

"Company 2030 Debenture Indenture" means the indenture dated March 19, 2025 between the Company and Computershare Trust Company of Canada in respect of the Company 2030 Debentures.

"Company Debentures" means, collectively, the Company 2026 Debentures, the Company 2027 Debentures and the Company 2030 Debentures.

"Company Meeting" means the special meeting of Voting Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and the Series C Preferred Shareholder Resolution and for any other purpose as may be set out in the Company Circular and agreed to by the Purchaser, acting reasonably.

"Company Securityholders" means, collectively, the Common Shareholders, the holders of Preferred Shares, the holders of Company Debentures, the holders of Options, the holders of PSUs, the holders of RSUs and the holders of DSUs.

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"Consideration" means: (i) in the case of Amalco Common Shares, $3.10 in cash per Amalco Common Share to be received by Amalco Common Shareholders pursuant to this Plan of Arrangement, without interest; (ii) in the case of Amalco Series E Preferred Shares, $3.10 in cash per Amalco Series E Preferred Share to be received by Amalco Series E Preferred Shareholders pursuant to this Plan of Arrangement (together with an amount equal to all accrued but unpaid dividends thereon up to, but excluding, the Effective Date), without interest; and (iii) in the case of Amalco Series C Preferred Shares, $26.00 in cash per Amalco Series C Preferred Share to be received by Amalco Series C Preferred Shareholders pursuant to this Plan of Arrangement (together with an amount equal to all accrued but unpaid dividends thereon up to, but excluding, the Effective Date), without interest.

"Court" means the Ontario Superior Court of Justice (Commercial List), or other court as applicable.

"Depository" means such Person as the Company may appoint to act as depositary for the Voting Shares in relation to the Arrangement, with the approval of the Purchaser, acting reasonably.

"Dissent Rights" has the meaning ascribed thereto in Section 3.1.

"Dissenting Holder" means a registered Voting Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Voting Shares in respect of which Dissent Rights are validly exercised by such registered Voting Shareholder.

"DSU Plan" means the deferred share unit plan of the Company dated July 21, 2016, as amended and restated on April 7, 2022.

"DSUs" means the deferred share units issued pursuant to the DSU Plan.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m., Toronto time, on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

"Final Order" means the order of the Court pursuant to Subsection 182(4) of the OBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the prior written consent of the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended (provided, that, any such amendment is acceptable to the Company and the Purchaser, each acting reasonably) on appeal.

"Governmental Entity" means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority or department, central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, ministry, governor-in-council, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; (iii) any quasi-governmental, administrative or private body, including any tribunal, commission, committee, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any Securities Authority or stock exchange, including the TSX.

"Incentive Securities" means, collectively, the Options, the PSUs, the RSUs and the DSUs.

OR ANTIQUE AT TORONTO, IS A
TIME COPY OF THE DOCUMENT
ON FILE IN THIS OFFICE
DATE AT TORONTO THIS
FAX AT TORONTO LS
REGISTRAR
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DEPOT STA
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DEPOT STA
23
JANUARY
26
DEPOT STA
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"Incentive Securities Consideration" means all amounts required to be paid to the holders of Incentive Securities in accordance with this Plan of Arrangement.

"Interim Order" means the interim order of the Court pursuant to Subsection 182(5) of the OBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended, modified, supplemented or varied by the Court with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Letter of Transmittal" means the letter of transmittal sent to holders of Voting Shares for use in connection with the Arrangement.

"Lien" means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim, encroachment, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

"OBCA" means the Business Corporations Act (Ontario).

"Option Consideration" means, in the case of any Option, the amount by which the Consideration in respect of the Amalco Common Shares exceeds the exercise price of such Option.

"Options" means options to purchase Common Shares issued pursuant to the Share Option Plan.

"Parties" means, collectively, the Company and the Purchaser and "Party" means any one of them.

"Person" includes any individual, partnership, limited partnership, association, body corporate, organization, joint venture, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity, whether or not having legal status.

"Plan of Arrangement" means this plan of arrangement, subject to any amendments or variations made in accordance with the Arrangement Agreement, Section 5.1 and the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Preferred Shares" means, collectively: (i) the Cumulative 5-Year Minimum Rate Reset Preferred Shares, Series A (the "Series A Preferred Shares") and the Cumulative Floating Rate Preferred Shares, Series B (the "Series B Preferred Shares"); (ii) the Cumulative 5-Year Minimum Rate Reset Preferred Shares, Series C (the "Series C Preferred Shares") and the Cumulative Floating Rate Preferred Shares, Series D (the "Series D Preferred Shares"); and (iii) the Mandatory Convertible Preferred Shares, Series E (the "Series E Preferred Shares"), in each case, in the authorized share capital of the Company.

"PSUs" means performance share units of the Company issued pursuant to the Unit Plan.

"Purchaser" means Sinatra CA Acquisition Corp.

"Purchaser Loan" has the meaning ascribed thereto in Section 4.1(a).

"Relevant Time" has the meaning ascribed thereto in Section 2.5.

"RSUs" means restricted share units of the Company issued pursuant to the Unit Plan.

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"Series C Preferred Shareholder Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting by the Series C Preferred Shareholders.

"Series C Preferred Shareholders" means the registered and/or beneficial holders of the Series C Preferred Shares, as the context requires.

"Series E Preferred Shareholders" means the registered and/or beneficial holders of the Series E Preferred Shares, as the context requires.

"Share Option Plan" means the share option plan of the Company dated July 21, 2016, as amended and restated on March 26, 2019, April 7, 2022 and April 1, 2025.

"Specified Holders" means the individuals identified in Schedule A(2.3) of the Company Disclosure Letter to the Arrangement Agreement.

"Subject PSUs" means (a) the PSUs identified in section (a) of Schedule A(2.3) of the Company Disclosure Letter to the Arrangement Agreement, the vesting of which shall be accelerated in accordance with their terms in connection with the consummation of the Arrangement, without any exercise of discretion or other action having been taken by the Board; and (b) the PSUs identified in section (b) of Schedule A(2.3) of the Company Disclosure Letter to the Arrangement Agreement.

"Subsidiary" has the meaning ascribed thereto in the OBCA and for the purposes of this Plan of Arrangement, shall include incorporated and unincorporated entities and "control" shall include the possession, directly or indirectly, of the power to direct or cause the direction of the policies, management and affairs of any Person, whether through ownership of voting securities, by contract or otherwise, including with respect to any general partner of another Person with the power to direct the policies, management and affairs of such Person.

"Taxes" means: (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges imposed by any Governmental Entity provided each are in the nature of a tax, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, surplus, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, real or personal property, health, employer health, payroll, workers' compensation, employment or unemployment, social services, social security, utility, surtaxes, customs, import or export, and including all government pension plan premiums or contributions; and (ii) all interest, penalties, fines or additions to tax on or in respect of amounts of the type described in clause (i) above or this clause (ii).

"Unit Plan" means the share unit plan of the Company dated July 21, 2016, as amended and restated on April 7, 2022 and April 21, 2025.

"Voting Shareholders" means, collectively (i) prior to the occurrence of the step set out in Section 2.3(a) of this Plan of Arrangement, the Common Shareholders, the Series C Preferred Shareholders and the Series E Preferred Shareholders; and (ii) following the occurrence of the step set out in Section 2.3(a) of this Plan of Arrangement, the Amalco Common Shareholders, the Amalco Series C Preferred Shareholders and the Amalco Series E Preferred Shareholders.

"Voting Shares" means (i) prior to the occurrence of the step set out in Section 2.3(a) of this Plan of Arrangement, the Common Shares, the Series C Preferred Shares and/or the Series E Preferred Shares, as the context requires, and (ii) following the occurrence of the step set out in Section

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2.3(a) of this Plan of Arrangement, the Amalco Common Shares, the Amalco Series C Preferred Shares and/or the Amalco Series E Preferred Shares, as the context requires.

Section 1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement. Unless the contrary intention appears, references in this Plan of Arrangement 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 Plan of Arrangement.

(2) Currency. All references to dollars or “$” are references to Canadian dollars.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(4) Certain Phrases, etc. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of” and (iii) “or” shall not be exclusive (i.e., “or” shall mean “and/or”). The term “Agreement” and any reference in this Plan of Arrangement to the Arrangement Agreement or any other agreement or document includes, and is a reference to, the Arrangement Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it.

(5) Statutes and Rules. Any reference to a statute or to a rule of a self-regulatory organization, including any stock exchange, refers to such statute or rule and all rules, resolutions and regulations, administrative policy statements, instruments, blanket orders, notices, directions and rulings issued or adopted under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

(6) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

(7) Time References. References to time are to local time in Toronto, Ontario.

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ARTICLE 2

THE ARRANGEMENT

Section 2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to the Arrangement Agreement.

Section 2.2 Binding Effect

Upon filing of the Articles of Arrangement and the issuance of a Certificate of Arrangement, this Plan of Arrangement and the Arrangement shall become effective, and be binding on the Purchaser, the Company, all Common Shareholders (including Dissenting Holders), all holders of Incentive Securities, all holders of Preferred Shares, all holders of Company Debentures, the registrar and transfer agent of the Company, the trustee for the Company Debentures, the Depositary and all other Persons at and after the Effective Time, without any further act or formality required on the part of any Person.

Section 2.3 Arrangement

Commencing at the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality on the part of any Person, in each case, unless stated otherwise, effective at five-minute intervals starting at the Effective Time, notwithstanding the time at which such event or transaction occurs or is deemed to occur under any Law or any certificate, instrument or other document issued pursuant thereto, except as may be expressly provided herein (and, for greater certainty, none of the following events shall occur or shall be deemed to occur unless all of the following events occur):

(a) the stated capital account maintained for each class of shares issued and outstanding in the Amalgamating Subsidiaries shall be reduced to $1.00 without any distribution or repayment of capital in respect thereof;

(b) the Company and the Amalgamating Subsidiaries shall be amalgamated and continued as one corporation (“Amalco”) under the OBCA in accordance with the following:

(i) Name. The name of Amalco shall be “ECN Capital Corp.”;

(ii) Registered Office. The registered office of Amalco shall be located in the City of Toronto in the Province of Ontario. The address of the registered office of Amalco shall be 5300 Commerce Court West, 199 Bay Street, Toronto, ON M5L 1B9, Canada;

(iii) Articles. The Articles of Amalgamation by Arrangement filed to give effect to the Arrangement shall be deemed to be the articles of amalgamation and articles of incorporation of Amalco and, except for the purposes of subsection 117(1) of the OBCA, the Certificate of Amalgamation by

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Arrangement issued by the Director under the OBCA shall be deemed to be the certificate of amalgamation and certificate of incorporation of Amalco;

(iv) Business and Powers. There shall be no restrictions on the business Amalco may carry on or on the powers it may exercise.

(v) Authorized Capital. The authorized capital of Amalco shall be the authorized capital of the Company and, for greater certainty, shall be comprised of an unlimited number of Amalco Common Shares, Amalco Series A Preferred Shares, Amalco Series B Preferred Shares, Amalco Series C Preferred Shares and Amalco Series E Preferred Shares, which shall have the same rights, privileges, conditions and restrictions as the Common Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares, respectively;

(vi) Number of Directors. The number of directors of Amalco shall be a minimum of one (1) and a maximum of ten (10), until changed in accordance with the OBCA. Until changed by the shareholders of Amalco, or by the directors of Amalco if authorized by the shareholders of Amalco, the number of directors of Amalco shall be set at one (1);

(vii) First Directors. The first directors of Amalco shall be the following:

Name	Address
Lawrence Krimker	777 South Flagler Drive, Suite 800
East
West Palm Beach, FL 33401

The aforementioned directors of Amalco shall hold office until the first annual meeting of shareholders of Amalco (or the signing of a written resolution in lieu thereof) or until their successors are elected or appointed;

(viii) Cancellation and Continuation of Securities.

(A) all of the issued and outstanding shares of each Amalgamating Subsidiary shall be cancelled without any repayment of capital in respect of such shares;

(B) each issued and outstanding Common Share shall survive and continue as one (1) Amalco Common Share;

(C) each issued and outstanding Series C Preferred Share shall survive and continue as one (1) Amalco Series C Preferred Share; and

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(D) each issued and outstanding Series E Preferred Share shall survive and continue as one (1) Amalco Series E Preferred Share;

(ix) By-laws. The by-laws of Amalco shall be the same as those of the Company, mutatis mutandis;

(x) Effect of Amalgamation. The provisions of subsections 179(a), (a.1), (b), (c) and (e) of the OBCA shall apply to the amalgamation with the result that, on the Effective Date:

(A) the Company and the Amalgamating Subsidiaries are amalgamated and continue as one corporation;

(B) the Company and the Amalgamating Subsidiaries cease to exist as entities separate from Amalco;

(C) Amalco possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Company and the Amalgamating Subsidiaries;

(D) a conviction against, or ruling, order or judgment in favour or against any of the Company or an Amalgamating Subsidiary may be enforced by or against Amalco; and

(E) Amalco shall be deemed to be the party plaintiff or party defendant, as the case may be, in any civil action commenced by or against the Company or any Amalgamating Subsidiary before the amalgamation became effective;

(xi) (A) the stated capital attributable to the Amalco Common Shares shall be equal to the aggregate paid-up capital, as that term is defined in the Tax Act, attributable to the Common Shares outstanding immediately prior to this amalgamation, (B) the stated capital attributable to the Amalco Series C Preferred Shares shall be equal to the aggregate paid-up capital, as that term is defined in the Tax Act, attributable to the Series C Preferred Shares outstanding immediately prior to this amalgamation and (C) the stated capital attributable to the Amalco Series E Preferred Shares shall be equal to the aggregate paid-up capital, as that term is defined in the Tax Act, attributable to the Series E Preferred Shares outstanding immediately prior to this amalgamation;

(c) DSUs. Each DSU issued and outstanding immediately prior to the Effective Time, whether vested or unvested, notwithstanding the terms of the Unit Plan or any applicable award agreement in relation thereto, shall be deemed to be unconditionally vested and shall be, without any further action by or on behalf of the holder of such DSU, transferred by the holder thereof to Amalco, free and clear of all Liens, in exchange for a cash payment by or on behalf of Amalco of an amount

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in respect of each such DSU equal to the Consideration in respect of the Amalco Common Shares, less any applicable withholdings pursuant to Section 4.4, to the holder thereof (without interest) as soon as reasonably practicable after such time, and each such DSU shall immediately be cancelled and terminated and, following such transfer in accordance with this Section 2.3(c), all of Amalco’s obligations with respect to such DSU shall be deemed to be fully satisfied;

(d) Options. Each Option issued and outstanding immediately prior to the Effective Time, whether vested or unvested, notwithstanding the terms of the Share Option Plan or any applicable award agreement in relation thereto, shall be deemed to be unconditionally vested and exercisable and shall be, without any further action by or on behalf of the holder of such Option, transferred by the holder thereof to Amalco, free and clear of all Liens, in exchange for a cash payment by or on behalf of Amalco of an amount in respect of each such Option equal to the Option Consideration, less any applicable withholdings pursuant to Section 4.4, to the holder thereof (without interest) as soon as reasonably practicable after such time, and each such Option shall immediately be cancelled and terminated and, where the Option Consideration is zero or negative for any Option, such Option shall be transferred and cancelled without any consideration and, following such transfer in accordance with this Section 2.3(d), all of Amalco’s obligations with respect to such Option shall be deemed to be fully satisfied;

(e) Vested RSUs. Each vested RSU (including any fractional vested RSU) issued and outstanding immediately prior to the Effective Time, notwithstanding the terms of the Unit Plan or any applicable award agreement in relation thereto, shall, without any further action, authorization or formality by or on behalf of the holder of such vested RSU, be deemed to be transferred by the holder thereof to Amalco, free and clear of all Liens, in exchange for a cash payment by or on behalf of Amalco, to be paid in accordance with Section 4.1(e), of an amount in respect of each such vested RSU equal to the Consideration in respect of the Amalco Common Shares (or, in the case of fractional vested RSUs, the applicable fraction of a vested RSU held by the applicable holder as of immediately prior to the Effective Time multiplied by the Consideration in respect of the Amalco Common Shares), less any applicable withholdings pursuant to Section 4.4, and each such vested RSU shall immediately be cancelled and terminated and, following such transfer in accordance with this Section 2.3(e), all of Amalco’s obligations with respect to such vested RSU shall be deemed to be fully satisfied;

(f) Subject PSUs. Each Subject PSU (including any fractional Subject PSU) issued and outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Unit Plan or any applicable award agreement in relation thereto, shall, without any further action, authorization or formality by or on behalf of the holder of such Subject PSU, be deemed to be transferred by the holder thereof to Amalco, free and clear of all Liens, in exchange for a cash payment by or on behalf of Amalco, to be paid in accordance with Section 4.1(e), of an amount in respect of each Subject PSU equal to the Consideration in respect of the Amalco Common Shares (or, in the case of fractional Subject PSUs, the

TINUY TO GIVN Y THAT THE DOCUMENT, ENVELOPED OR TINCOED WITHOUT SEAL OF THE ENFORCE COURT OF AMICO, AT TORN TO BE A TRUE COPY OF THE DOCUMENT ON FILE IN THIS OFFICE.

DATED AT TORNTO THE PAH A FORONTO LE

23

DE MOTICE A TORNTO, ENT UNE CONS CONJONNE DU DOCUMENT CONSERVE GALE DE BUREAU

23 JANUARY 26

Nees

• 13 -

applicable fraction of a Subject PSU held by the applicable holder as of immediately prior to the Effective Time, multiplied by the Consideration in respect of the Amalco Common Shares), less any applicable withholdings pursuant to Section 4.4, and each such Subject PSU shall immediately be cancelled and terminated and, following such transfer in accordance with this Section 2.3(f), all of Amalco's obligations with respect to such Subject PSU shall be deemed to be fully satisfied;

(g) 2025 PSUs. Other than a PSU that is a Subject PSU, each PSU (including any fractional PSU) issued and outstanding immediately prior to the Effective Time that was scheduled to vest in 2025, notwithstanding the terms of the Unit Plan or any applicable award agreement in relation thereto, shall, without any further action, authorization or formality by or on behalf of the holder of such PSU, be deemed to be transferred by the holder thereof to Amalco, free and clear of all Liens, in exchange for a cash payment by or on behalf of Amalco, to be paid in accordance with Section 4.1(e), of an amount in respect of each such PSU equal to fifty percent (50%) of the Consideration in respect of the Amalco Common Shares (or, in the case of fractional PSUs, the applicable fraction of a PSU held by the applicable holder as of immediately prior to the Effective Time multiplied by fifty percent (50%) the Consideration in respect of the Amalco Common Shares), less any applicable withholdings pursuant to Section 4.4, and each such PSU shall immediately be cancelled and terminated and, following such transfer in accordance with this Section 2.3(g), all of Amalco's obligations with respect to such PSU shall be deemed to be fully satisfied;

(h) Unvested 2026 PSUs. Other than a PSU that is a Subject PSU, each unvested PSU (including any fractional unvested PSU) issued and outstanding immediately prior to the Effective Time that is scheduled to vest in 2026, notwithstanding the terms of the Unit Plan or any applicable award agreement in relation thereto, shall, without any further action, authorization or formality by or on behalf of the holder of such unvested PSU, be deemed to be transferred by the holder thereof to Amalco, free and clear of all Liens, in exchange for a cash payment by or on behalf of Amalco, to be paid in accordance with Section 4.1(e), of an amount in respect of each such unvested PSU equal to the Consideration in respect of the Amalco Common Shares (or, in the case of fractional unvested PSUs, the applicable fraction of an unvested PSU held by the applicable holder as of immediately prior to the Effective Time multiplied by the Consideration in respect of the Amalco Common Shares), less any applicable withholdings pursuant to Section 4.4, and each such unvested PSU shall immediately be cancelled and terminated and, following such transfer in accordance with this Section 2.3(h), all of Amalco's obligations with respect to such unvested PSU shall be deemed to be fully satisfied;

(i) Unvested 2027 PSUs. Other than a PSU that is a Subject PSU or a PSU that is held by a Specified Holder, each unvested PSU (including any fractional unvested PSU) issued and outstanding immediately prior to the Effective Time that is scheduled to vest in or after 2027 shall remain outstanding and thereafter, for each such unvested PSU, the holder thereof shall be entitled to receive, upon satisfaction of the

THIS IS TO CERTIFY THAT THIS DOCUMENT, TAKEN PAID BY AMALCO, IS STRICTLY NOTED AND IS NOT TO BE USED FOR ANY PURPOSE OTHER THAN THOSE APPLICABLE FORMS OR FOR ANY PURPOSE OTHER THAN THOSE APPLICABLE FORMS.

23
DATE: January 26
RECEIVED BY: May Beaul

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applicable vesting conditions (other than the Performance Conditions (as defined in the Unit Plan) relating to shareholder return), a cash payment by or on behalf of Amalco of an amount in respect of each such unvested PSU equal to the Consideration in respect of the Amalco Common Shares (or, in the case of fractional unvested PSUs, the Consideration in respect of the Amalco Common Shares multiplied by the applicable fraction of an unvested PSU held by the applicable holder), less any applicable withholdings pursuant to Section 4.4, and shall be subject to the same terms and conditions (including any applicable vesting conditions (other than Performance Conditions relating to shareholder return), but subject to such adjustments thereto as the board of directors of Amalco may deem fair and reasonable as a result of the completion of the Arrangement) applicable to such award of PSUs in accordance with the terms of the Unit Plan and any grant or similar agreement evidencing the terms of the corresponding award of PSUs prior to the Effective Time, except: (i) for such terms and conditions that are rendered inoperative by the transactions contemplated by this Plan of Arrangement, including those related to adjustments in connection with the payment of dividends or other distributions; and (ii) in the event of the termination of the employment of a holder of such PSU with Amalco or any of its Subsidiaries for any reason (other than (A) in connection with such holder’s transfer to employment with Amalco or one of its Subsidiaries or (B) for just cause or (C) a resignation (other than in respect of a constructive dismissal)) following the Effective Time, the vesting of such PSU shall be automatically accelerated and the holder thereof shall be entitled to receive a cash payment by or on behalf of Amalco in respect of each such PSU of an amount equal to the Consideration in respect of the Amalco Common Shares (or, in the case of fractional PSUs, the Consideration in respect of the Amalco Common Shares multiplied by the applicable fraction of a PSU held by the applicable holder). For greater certainty, immediately following the Effective Time, the holder of a PSU subject to this Section 2.3(i) shall have no right to receive any Amalco Common Shares based on or in respect of such PSU and shall not be eligible to receive any dividends or other distributions (whether in cash or otherwise) in respect thereof;

(j) Other Unvested PSUs. Other than a PSU that is addressed under Section 2.3(f), Section 2.3(g), Section 2.3(h) or Section 2.3(i), each unvested PSU that is held by a Specified Holder (including any fractional unvested PSU held by a Specified Holder) issued and outstanding immediately prior to the Effective Time shall, without any further action, authorization or formality by or on behalf of such Specified Holder, be cancelled without consideration, and following such cancellation in accordance with this Section 2.3(j), all of Amalco’s obligations with respect to such unvested PSUs shall be deemed to be fully satisfied;

(k) Incentive Securities. Simultaneously with Section 2.3(c), Section 2.3(d), Section 2.3(e), Section 2.3(f), Section 2.3(g), Section 2.3(h) and Section 2.3(j) with respect to each Incentive Security that is cancelled pursuant to such Sections, the holder thereof shall cease to be the holder of such Incentive Security, shall cease to have any rights as a holder in respect of such Incentive Security or under the Share Option Plan, DSU Plan or Unit Plan, as applicable, such holder’s name shall be

THIS IS TO CERTIFY THAT THIS DOCUMENT IS NOT VALID IF VANCOUVER FAILURE IS NOT VALID IF ANY INFORMATION COVERED BY ANY OF THE INVENTOR COURT OF AMERICA IS A TRUE COPY OF THE DOCUMENT OR FILE IN THIS OFFICE.

DATE OF INSTITUTION: 23 JANUARY 26
FAX: 23 JANUARY 26
REGISTERED GN 80100

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removed from the applicable register, and the Share Option Plan, DSU Plan and all agreements, grants and similar instruments relating thereto shall be cancelled;

(l) Dissenting Holders. Simultaneously with Section 2.3(m), Section 2.3(n) and Section 2.3(o), each outstanding Voting Share held by a Dissenting Holder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to the Purchaser and thereupon, such holder’s name shall be removed from the securities register of Amalco in respect of such Voting Share, the Purchaser shall be entered in the securities register of Amalco as the holder thereof and at such time, each Dissenting Holder shall cease to have rights as a holder other than the rights set out in Article 3; and

(m) Amalco Common Shares. Simultaneously with Section 2.3(l), Section 2.3(n) and Section 2.3(o), each outstanding Amalco Common Share (other than Amalco Common Shares held by a Dissenting Holder), shall, without any further action or formality by or on behalf of the holder of such Amalco Common Share, be transferred to, and acquired by the Purchaser from the holder of such Amalco Common Share, free and clear of all Liens, in exchange for the Consideration for such Amalco Common Share and, in respect of each such Amalco Common Share:

(i) the holder of such Amalco Common Share shall cease to be the holder of such Amalco Common Share so transferred concurrently with the transfer referred to in this Section 2.3(m) and such holder’s name shall be removed from the securities register of Amalco in respect of such share at such time; and

(ii) the Purchaser shall be deemed to be the holder of such Amalco Common Share (free and clear of any Liens) at the time of the transfer pursuant to this Section 2.3(m) and shall be entered in the securities register of Amalco as the holder thereof;

(n) Amalco Series E Preferred Shares. Simultaneously with Section 2.3(l), Section 2.3(m) and Section 2.3(o), each outstanding Amalco Series E Preferred Share (other than Amalco Series E Preferred Shares held by a Dissenting Holder), shall, without any further action or formality by or on behalf of the holder of such Amalco Series E Preferred Share, be transferred to, and acquired by the Purchaser from the holder of such Amalco Series E Preferred Share, free and clear of all Liens, in exchange for the Consideration for such Amalco Series E Preferred Share and, in respect of each such Amalco Series E Preferred Share:

(i) the holder of such Amalco Series E Preferred Share shall cease to be the holder of such Amalco Series E Preferred Share so transferred concurrently with the transfer referred to in this Section 2.3(n) and such holder’s name shall be removed from the securities register of Amalco in respect of such share at such time; and

RECEIVED BY THE Purchaser
DOCUMENT, SAID WILL NOT
REPRODUCED OR DISTRIBUTED
WITHOUT THE
MAIL OF THE ENFERRED COURT
OF AMALCO AT FORWARD IS A
TRADEMARK OF THE STATE OF AMALCO
THIS COPY OF THE DOCUMENT
ON FILE OF THIS OFFICE
DATE AT FORWARDING 23
FAX TO: JANUARY 26
REMITTANCE
DEPT. OF STATE

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(ii) the Purchaser shall be deemed to be the holder of such Amalco Series E Preferred Share (free and clear of any Liens) at the time of the transfer pursuant to this Section 2.3(n) and shall be entered in the securities register of Amalco as the holder thereof;

(o) Amalco Series C Preferred Shares. Simultaneously with Section 2.3(l), Section 2.3(m) and Section 2.3(n), each outstanding Amalco Series C Preferred Share (other than Amalco Series C Preferred Shares held by a Dissenting Holder), shall, without any further action or formality by or on behalf of the holder of such Amalco Series C Preferred Share, be transferred to, and acquired by the Purchaser from the holder of such Amalco Series C Preferred Share, free and clear of all Liens, in exchange for the Consideration for such Amalco Series C Preferred Share and, in respect of each such Amalco Series C Preferred Share:

(i) the holder of such Amalco Series C Preferred Share shall cease to be the holder of such Amalco Series C Preferred Share so transferred concurrently with the transfer referred to in this Section 2.3(o) and such holder’s name shall be removed from the securities register of Amalco in respect of such share at such time; and

(ii) the Purchaser shall be deemed to be the holder of such Amalco Series C Preferred Share (free and clear of any Liens) at the time of the transfer pursuant to this Section 2.3(o) and shall be entered in the securities register of Amalco as the holder thereof.

(p) Purchaser Loan. The Purchaser Loan, if any, shall be capitalized and thereupon settled and extinguished, and an amount equal to the amount of the Purchaser Loan shall be added to the stated capital account maintained in respect of the Amalco Common Shares.

Section 2.4 Adjustment to Consideration

If, on or after the date of the Arrangement Agreement, the Company sets a record date for any dividend or other distribution on any Voting Shares (other than Permitted Distributions) that is at or prior to the Effective Time, or the Company pays any dividend or other distribution on such Voting Shares (other than Permitted Distributions) prior to the Effective Time, then, and without limitation to any other rights of the Purchaser under this Agreement: (i) to the extent that the amount of such dividends or distributions per Voting Share does not exceed the applicable Consideration for such Voting Share, the applicable Consideration for such Voting Share shall be reduced by the amount of such dividends or distributions on a dollar-for-dollar basis; and (ii) to the extent that the amount of such dividends or distributions per Voting Share exceeds the applicable Consideration for such Voting Share, such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser; provided, that, nothing in this Section 2.4 shall, or shall be construed to, permit the Company to take any action that is restricted by the Arrangement Agreement.

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Section 2.5 Company 2030 Debentures

In accordance with the terms of the Company 2030 Debenture Indenture, at and following the time at which the transactions contemplated in Section 2.3(m) of this Plan of Arrangement occur (the “Relevant Time”), each holder of Company 2030 Debentures who has not exercised its right of conversion prior to the Relevant Time, upon the exercise of such right after the Relevant Time, shall be entitled to receive and shall accept, in lieu of the number of Amalco Common Shares then sought to be acquired by it, the Consideration per Amalco Common Share that such holder of a Company 2030 Debenture would have been entitled to receive at the Relevant Time if, at the Relevant Time, the holder had been the registered holder of the number of Amalco Common Shares sought to be acquired by it and to which it was entitled to acquire upon exercise of the conversion right applicable to the Company 2030 Debentures.

ARTICLE 3 RIGHTS OF DISSENT

Section 3.1 Rights of Dissent

Subject to Section 3.2, each registered Voting Shareholder may exercise dissent rights with respect to the Voting Shares held by such holder (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order, the Final Order and this Article 3; provided, that, notwithstanding Section 185(6) of the OBCA, the written objection to the Arrangement Resolution must be received by the Company not later than 5:00 p.m. (Toronto time) two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Voting Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser, without any further act or formality, and free and clear of all Liens, as provided in Section 2.3(l) and if they:

(a) ultimately are entitled to be paid fair value for such Voting Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(l)); (ii) shall be entitled to be paid the fair value of such Voting Shares by the Purchaser, which fair value shall be determined as of the close of business on the day before the Arrangement Resolution was adopted at the Company Meeting; and (iii) shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Voting Shares; or

(b) ultimately are not entitled, for any reason, to be paid fair value for such Voting Shares, shall be deemed to have participated in the Arrangement on the same basis as a Voting Shareholder that is not a Dissenting Holder (and shall be entitled to receive the applicable Consideration from the Purchaser in the same manner as such Voting Shareholders that are not Dissenting Holders).

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Section 3.2 Recognition of Dissenting Holders

(a) In no circumstances shall the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights (i) unless such Person is the registered holder of those Voting Shares in respect of which such rights are sought to be exercised, or (ii) unless such Person has strictly complied with the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the Effective Time.

(b) For greater certainty, in no case shall the Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of the Voting Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(l), and the names of such Dissenting Holders shall be removed from the register of holders of Voting Shares in respect of the Voting Shares for which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(l) occurs.

(c) In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Incentive Securities and holders of Company Debentures (in their respective capacities as holders of such securities); and (ii) Voting Shareholders who vote or have instructed a proxyholder to vote Voting Shares in favour of the Arrangement Resolution or the Series C Preferred Share Resolution (but only in respect of such Voting Shares).

ARTICLE 4

EXCHANGE OF CERTIFICATES AND PAYMENTS

Section 4.1 Payment of Consideration

(a) In accordance with the Arrangement Agreement, the Purchaser shall: (i) deposit, or cause to be deposited, with the Depositary, sufficient funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) in order to satisfy the aggregate Consideration payable to Voting Shareholders (other than any Voting Shareholders exercising Dissent Rights) pursuant to Section 2.3(m), Section 2.3(n) and Section 2.3(o); and (ii) if requested by the Company at least five (5) Business Days prior to the Effective Date, provide the Company with sufficient funds, in the form of a loan to the Company (the “Purchaser Loan”) or as otherwise determined by the Parties (on terms and conditions to be agreed by the Company and the Purchaser, acting reasonably) to allow the Company to satisfy the Incentive Securities Consideration (including any payroll Taxes in respect thereof).

(b) Upon surrender to the Depositary for cancellation of a direct registration statement (DRS) advice (“DRS Advice”) or a certificate which immediately prior to the Effective Time represented outstanding Voting Shares that were transferred pursuant to Section 2.3(m), Section 2.3(n) or Section 2.3(o), together with a duly

THIS IS TO CERTIFY THAT
DOCUMENTS MAY BE ISSUED
WHICH ARE TRANSFERRED
SEAL OF THE SUPPORTING
COMPANY
OF DISTRICT AT FORWARDING
THIS COPY OF THE DOCUMENT
ON FILE IN THIS OFFICE
DATED AT FORWARD TIME
FULL A PERCENTAGE
Nagel

23
041 OF
January 26
CERTIFICATE

• 19 -

completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered DRS Advice or certificate shall, upon the effectiveness of Section 2.3(m), Section 2.3(n) or Section 2.3(o), be entitled to receive the cash which such holder has the right to receive pursuant to this Plan of Arrangement in respect of such Voting Shares, without interest, and any DRS Advice or certificate so surrendered shall forthwith be cancelled.

(c) After the Effective Time and until surrendered for cancellation as contemplated by this Section 4.1, each DRS Advice or certificate which immediately prior to the Effective Time represented Voting Shares shall be deemed at all times to represent only the right to receive upon such surrender a cash payment in lieu of such DRS Advice or certificate as contemplated in this Section 4.1.

(d) Any DRS Advice or certificate that immediately prior to the Effective Time represented outstanding Voting Shares not duly surrendered with all other documents required by this Section 4.1 on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder thereof of any kind or nature against or in the Company, Amalco, the Purchaser or the Depositary. On such date, all consideration to which such former holder was entitled under this Plan of Arrangement shall be deemed to have been surrendered to the Purchaser or Company, as applicable, together with all entitlements to dividends, distributions and interest thereon held for such former registered holder.

(e) As soon as practicable after the Effective Time, including, if determined to be advisable and requested by the Purchaser, acting reasonably, at least seven (7) Business Days in advance of the Effective Date, by running a special payroll on the Effective Date (but in any event, no later than the first regularly scheduled payroll date that is at least three (3) Business Days following the Effective Date), the Purchaser shall cause Amalco or its applicable Subsidiary to pay to any former holders of Incentive Securities the cash payment, if any, that such holder is entitled to receive under this Plan of Arrangement, less any Tax withholding required under Law or in accordance with Section 4.4, in respect of such Incentive Securities either (i) pursuant to the normal payroll practices and procedures of Amalco or the relevant Subsidiary of Amalco or (ii) in the event that payment pursuant to the normal payroll practices and procedures of Amalco or the relevant Subsidiary of Amalco is not practicable for any such holder, by cheque (delivered to the address of such former holder of Incentive Securities, as reflected in the register maintained by or on behalf of Amalco in respect of the applicable Incentive Securities) or such other means as Amalco may elect. Notwithstanding that amounts under this Plan of Arrangement are calculated in Canadian dollars, Amalco is entitled to make the payments contemplated in this Section 4.1(e) in the applicable currency in respect of which the Company customarily makes payment to such holder by using the applicable Bank of Canada daily exchange rate in effect on the date that is five (5) Business Days immediately preceding the Effective Date.

THIS IS TO CERTIFY THAT THE DRAWING OF THIS PAGE OF WHICH THIS PAPER IS STRICTLY AVAILABLE IS A COPY OF ANY FULL RECIPIENT OR ENTITLED A TORONTO, IS A TRUE COPY OF THE DOCUMENT OR FILE IN THIS OFFICE.

23 January 26

RECEIVED

• 20 -

(f) Any payment made by way of cheque by the Depositary, the Company or Amalco, as applicable, pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary, the Company or Amalco, as applicable, or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Voting Shares and Incentive Securities pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser, the Company or Amalco, as applicable, for no consideration.

Section 4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Voting Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate the aggregate consideration in respect thereof which such holder is entitled to receive under this Plan of Arrangement, deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such issuance in exchange for any lost, stolen or destroyed certificate, the Person to whom such consideration is to be delivered shall, as a condition precedent to the delivery of such consideration, give an affidavit (in form and substance reasonably acceptable to the Purchaser and the Depositary) of the claimed loss, theft or destruction of such certificate and a bond or surety satisfactory to the Purchaser and the Depositary (each acting reasonably) in such reasonable and customary sum as the Purchaser and the Depositary may direct, or otherwise indemnify the Purchaser, the Company (or Amalco, as applicable) and the Depositary in a manner satisfactory to the Purchaser and the Depositary, each acting reasonably, against any claim that may be made against the Purchaser, the Company, Amalco and/or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.3 Rounding of Cash

If the aggregate cash amount which a Party is entitled to receive pursuant to this Plan of Arrangement would otherwise include a fraction of $0.01, then the aggregate cash amount to which such Party shall be entitled to receive shall be rounded down to the nearest whole $0.01.

Section 4.4 Withholding Rights

The Purchaser, Amalco and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable to any Amalco Securityholders under this Plan of Arrangement such amounts as the Purchaser, Amalco or the Depositary, as applicable, are required or reasonably believe to be required to deduct and withhold from such consideration under any provision of any Law in respect of Taxes. Any such amounts shall be deducted, withheld and remitted from the consideration payable pursuant to this Plan of Arrangement and shall be treated for all purposes under this Plan of Arrangement and the Arrangement Agreement as having been paid to Amalco Securityholders in respect of which such

• 21 -

deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

Section 4.5 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 4.6 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Voting Shares and Incentive Securities issued or outstanding prior to the Effective Time; (b) the rights and obligations of the Voting Shareholders, the holders of Incentive Securities, the Company (or Amalco, as applicable) and its Subsidiaries, the Purchaser and its affiliates, the Depositary and any transfer agent or other depositary therefor in relation to this Plan of Arrangement 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 Voting Shares or Incentive Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 5 AMENDMENTS

Section 5.1 Amendments to Plan of Arrangement

(a) The Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to the Company Securityholders if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by any of the Parties at any time prior to the Company Meeting (provided that the other Party shall have consented thereto in writing) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company 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 or directed by the Court following the Company Meeting (but prior to the Effective Date) shall be effective only if (i) it is consented to in writing by each of the Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Voting Shareholders voting in the manner directed by the Court.

DEPARTMENT OF THE INTERIOR
WASHINGTON, D.C.
23
241 CHURCHILL ST.
HOUSTON, TEXAS
26
January, 26
RECEIVED

• 22 -

(d) Notwithstanding any provision to the contrary of the Arrangement Agreement or this Plan of Arrangement, if the Series C Preferred Shareholder Resolution is not approved by the Series C Preferred Shareholders in accordance with the Interim Order prior to the Final Order, the Plan of Arrangement shall be amended prior to the Final Order to exclude the Series C Preferred Shares from the Plan of Arrangement and matters ancillary thereto (including, for greater certainty, the Dissent Rights in favour of the Series C Preferred Shareholders).

(e) Notwithstanding any provision to the contrary of the Arrangement Agreement or this Plan of Arrangement, prior to the Final Order, the Purchaser may, in its sole discretion, cause the Plan of Arrangement to be amended to remove any one or more entity from the definition of Amalgamating Subsidiaries.

(f) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any former Amalco Securityholder.

(g) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6

FURTHER ASSURANCES

Section 6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, following the Effective Time, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required or advisable by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

Court File No: CL-25-00753611-0000

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, CHAP. B.16, AS AMENDED AND IN THE MATTER OF RULES 14.02(2) AND 14.02(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF ECN CAPITAL CORP. AND SINATRA CA ACQUISITION CORP.