Green Impact Partners Inc.

AMALGAMATION AND ARRANGEMENT AGREEMENT -- CAUTIONARY NOTE FOR READERS

The attached Amalgamation and Arrangement Agreement has been filed with certain securities regulatory authorities in Canada pursuant to National Instrument 51-102 -- Continuous Disclosure Obligations, which requires each of Wolverine Energy and Infrastructure Inc. (the " Corporation ") and Blackheath Resources Inc. (" Blackheath ") to file certain material contracts to which it (or any subsidiary) is a party. Unlike certain other documents filed on behalf of the Corporation or Blackheath, the attached Amalgamation and Arrangement Agreement has not been prepared as a disclosure document and was not drafted with the intention of providing factual information about the Corporation or Blackheath (or any affiliate) for the benefit of investors. The attached Amalgamation and Arrangement Agreement contains representations and warranties made by the Corporation, Blackheath and certain of their affiliates to various counterparties for risk allocation purposes, and solely for benefit of those counterparties. National Instrument 51-102 allows reporting issuers to omit certain provisions of material contracts and readers are cautioned that statements made by the Corporation, Blackheath (and their affiliates) in the attached Amalgamation and Arrangement Agreement may be qualified (in whole or in part) by information redacted from the attached copy of the Amalgamation and Arrangement Agreement, which information is not otherwise available to the public. Moreover, information concerning the Corporation, Blackheath, their affiliates or the subject matter of statements made in the attached Amalgamation and Arrangement Agreement concerning the Corporation, Blackheath or certain of their affiliates may change after the date of the attached Amalgamation and Arrangement Agreement, and subsequent information may or may not be fully reflected in the Corporation's or Blackheath's public disclosures. Accordingly, investors should not rely on statements in the attached Amalgamation and Arrangement Agreement concerning the Corporation, Blackheath (or any of their affiliates) as accurate statements of fact.

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AMALGAMATION AND ARRANGEMENT AGREEMENT

among

BLACKHEATH RESOURCES INC.

and

GREEN IMPACT OPERATING CORP.

and

WOLVERINE ENERGY AND INFRASTRUCTURE INC.

and

GREEN IMPACT PARTNERS SPINCO INC.

and

February 16, 2021

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Page

RECITALS ..................................................................................................................................... 1	RECITALS ..................................................................................................................................... 1
ARTICLE 1 DEFINITIONS, INTERPRETATION AND SCHEDULES ..................................... 2
1.1	Definitions ........................................................................................................................ 2
1.2	Headings, etc. ................................................................................................................. 11
1.3	Number and Gender ....................................................................................................... 11
1.4	Date for any Action ........................................................................................................ 11
1.5	Statutory References ...................................................................................................... 11
1.6	Currency ......................................................................................................................... 11
1.7	Invalidity of Provisions .................................................................................................. 11
1.8	Accounting Matters ........................................................................................................ 11
1.9	Knowledge ..................................................................................................................... 12
1.10	Meaning of “Ordinary and Regular Course of Business” .............................................. 12
1.11	Schedules ........................................................................................................................ 12
ARTICLE 2 THE WOLVERINE ARRANGEMENT AND THE AMALGAMATION ............ 12
2.1	Terms of the Wolverine Arrangement and the Amalgamation ...................................... 12
2.2	Share Certificates ........................................................................................................... 14
2.3	Closing ........................................................................................................................... 15
2.4	Name of Amalco ............................................................................................................ 15
2.5	Articles of Amalgamation .............................................................................................. 15
2.6	By-Laws ......................................................................................................................... 15
2.7	Registered Office of Amalco.......................................................................................... 15
2.8	Authorized Share Structure of Amalco .......................................................................... 15
2.9	Restrictions on Share Transfers...................................................................................... 15
2.10	Number and Identity of Initial Directors of Amalco ...................................................... 15
2.11	First Officers of Amalco ................................................................................................ 16
2.12	Restrictions on Business................................................................................................. 16
2.13	Financial Year-End of Amalco ...................................................................................... 16
2.14	Stated Capital ................................................................................................................. 16
2.15	Effect of Amalgamation ................................................................................................. 16
2.16	U.S. Securities Law Matters ........................................................................................... 17
2.17	Consultation ................................................................................................................... 18
ARTICLE 3 REPRESENTATIONS AND WARRANTIES ........................................................ 18
3.1	Representations and Warranties of Blackheath and BR Subco ...................................... 18

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	- ii -
3.2	Representations and Warranties of Wolverine, SpinCo and GIP ................................... 28
3.3	Survival of Representations and Warranties .................................................................. 36
ARTICLE 4 COVENANTS ......................................................................................................... 37
4.1	Covenants of Blackheath and BR Subco........................................................................ 37
4.2	Covenants of Wolverine ................................................................................................. 41
4.3	Mutual Covenants of Wolverine and Blackheath .......................................................... 46
ARTICLE 5 CONDITIONS ......................................................................................................... 49
5.1	Mutual Conditions in Favour of Wolverine and Blackheath ......................................... 49
5.2	Blackheath Conditions ................................................................................................... 51
5.3	Wolverine Conditions .................................................................................................... 52
5.4	Notice and Cure Provisions ............................................................................................ 54
5.5	Merger of Conditions ..................................................................................................... 54
ARTICLE 6 AMENDMENT AND TERMINATION ................................................................. 54
6.1	Amendment .................................................................................................................... 54
6.2	Termination .................................................................................................................... 55
ARTICLE 7 GENERAL ............................................................................................................... 56
7.1	Notices ............................................................................................................................ 56
7.2	Equitable Relief .............................................................................................................. 57
7.3	Expenses ......................................................................................................................... 57
7.4	Time of the Essence ....................................................................................................... 57
7.5	Entire Agreement ........................................................................................................... 57
7.6	Further Assurances ......................................................................................................... 57
7.7	Governing Law ............................................................................................................... 57
7.8	Execution in Counterparts .............................................................................................. 57
7.9	Waiver ............................................................................................................................ 58
7.10	No Personal Liability ..................................................................................................... 58
7.11	Enurement and Assignment ........................................................................................... 58

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AMALGAMATION AND ARRANGEMENT AGREEMENT

THIS AMALGAMATION AND ARRANGEMENT AGREEMENT (this “ Agreement ”) is made effective as of February 16, 2021.

AMONG:

BLACKHEATH RESOURCES INC. , a corporation existing under the laws of the Province of British Columbia

(“ Blackheath ”)

AND:

GREEN IMPACT OPERATING CORP., a corporation subsisting under the laws of the Province of Alberta and a wholly-owned subsidiary of Blackheath

(“ BR Subco ”)

AND:

WOLVERINE ENERGY AND INFRASTRUCTURE INC. , a corporation subsisting under the laws of the Province of Alberta

(“ Wolverine ”)

AND:

GREEN IMPACT PARTNERS SPINCO INC. , a corporation subsisting under the laws of the Province of Alberta

(“ SpinCo ”)

AND:

GREEN IMPACT PARTNERS INC. , a corporation subsisting under the laws of the Province of Alberta and a wholly-owned subsidiary of Wolverine

(“ GIP ”)

RECITALS

A. Blackheath is a “reporting issuer” in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. The Blackheath Shares are listed on the TSXV under the symbol “BHR”.
B. BR Subco is a wholly-owned subsidiary of Blackheath, incorporated for the purpose of issuing the Subscription Receipts and effecting the Amalgamation.
C. Wolverine is a “reporting issuer” in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick and Nova Scotia. The Wolverine Shares are listed on the TSXV under the symbol “WEII”.

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D. SpinCo is a newly incorporated entity, incorporated for the purpose of facilitating the Wolverine Arrangement and effecting the Amalgamation.
E. The Amalgamation of SpinCo, BR Subco and GIP under Section 181 of the ABCA will constitute a step in, and integral part of, the Wolverine Arrangement, following which SpinCo, BR Subco and GIP will continue as Amalco, a wholly-owned subsidiary of Blackheath, on the terms and conditions described in this Agreement.
F. Blackheath proposes to issue Resulting Issuer Shares to the SpinCo Shareholders, Wolverine and the holders of Subscription Receipts in connection with the Wolverine Arrangement and the Amalgamation, upon and subject to the terms and conditions described in this Agreement and in the Subscription Receipt Agreement.
G. Prior to the completion of the Wolverine Arrangement and the Amalgamation, Wolverine shall have caused the Spinout Assets to be conveyed to GIP, Blackheath will complete the Blackheath Change of Name and the Blackheath Consolidation and BR Subco will complete the Subscription Receipt Financing.
H. The Transaction will constitute a Reverse Takeover of Blackheath.

NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby covenant and agree as follows:

ARTICLE 1 DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

In this Agreement including the recitals hereto, unless the context otherwise requires, the following words shall have the following meanings:

“ 1940 Act ” means the Investment Company Act of 1940 , as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

“ ABCA ” means the Business Corporations Act (Alberta) and the regulations made thereunder as now in effect and as they may be promulgated or amended from time to time;

“ affiliate ” has the meaning ascribed to it under the ABCA;

“ Agents ” means, collectively, RBC Dominions Securities Inc., Haywood Securities Inc., Cormark Securities Inc., and such other investment dealers as may be engaged by Blackheath in connection with the Subscription Receipt Financing;

“ Agreement ” means this amalgamation and arrangement agreement, together with the schedules attached hereto, as amended, restated or supplemented from time to time;

“ Alternate Price ” has the meaning ascribed to it in Section 4.3(f);

“ Amalco ” means the corporation resulting from the Amalgamation;

“ Amalco Shares ” means the common shares in the capital of Amalco, having the rights, privileges and restrictions set out in Schedule A hereto;

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“ Amalgamating Corporations ” means BR Subco, SpinCo and GIP;

“ Amalgamation ” means the amalgamation of BR Subco, SpinCo and GIP pursuant to Section 181 of the ABCA on the terms and conditions set forth in this Agreement and as a step in the Wolverine Plan of Arrangement;

“ Arrangement Circular ” means the management information circular of Wolverine in respect of the Wolverine Arrangement to be prepared and delivered to Wolverine Shareholders in connection with the Wolverine Meeting held to approve the Wolverine Arrangement;

“ Articles of Amalgamation ” means the articles of amalgamation in respect of the Amalgamation, substantially in the form set out in Schedule A hereto, required under subsection 185(1) of the ABCA to be filed with the Registrar to give effect to the Amalgamation;

“ Articles of Arrangement ” means the articles of arrangement of Wolverine in respect of the Wolverine Arrangement required under section 193(10)(b) of the ABCA to be sent to the Registrar after the Final Order has been granted, giving effect to the Wolverine Arrangement, which shall be in a form and content satisfactory to both Wolverine and Blackheath, each acting reasonably;

“ Anti-Money Laundering Laws ” has the meaning ascribed thereto in Section 3.1(x);

“ 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;

“ BCBCA ” means the Business Corporations Act (British Columbia) and the regulations made thereunder as now in effect and as they may be promulgated or amended from time to time;

“ Blackheath ” has the meaning ascribed thereto on the first page of this Agreement;

“ Blackheath Board ” means the board of directors of Blackheath;

“ Blackheath Change of Name ” means the change of name of Blackheath to “Green Impact Partners Inc.” or such other name as determined by Wolverine and accepted by the TSXV to occur immediately prior to the completion of the Wolverine Arrangement;

“Blackheath Change of Name Resolution ” means the resolution of the Blackheath Board authorizing the Blackheath Change of Name;

“ Blackheath Consolidation ” means the consolidation of the outstanding Blackheath Shares, to occur prior to the completion of the Wolverine Arrangement, on such basis as is required such that following the exercise in full of all options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) outstanding and obligating Blackheath to issue or sell any Blackheath Shares or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any Blackheath Shares, there shall be 300,000 Resulting Issuer Shares issued and outstanding immediately prior to the Effective Time;

“ Blackheath Consolidation Resolution ” means the resolution of the Blackheath Board authorizing the Blackheath Consolidation;

“ Blackheath Disclosure Letter ” means the disclosure letter with respect to Blackheath and BR Subco to be signed by Blackheath and BR Subco and delivered to Wolverine at the time of execution of this Agreement;

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“ Blackheath Financial Statements ” has the meaning ascribed to it in Section 3.1(m);

“ Blackheath Information ” means all information to be included in the Arrangement Circular (including annual, interim and pro forma financial statements and other documents incorporated by reference) describing Blackheath, and the business, operations and affairs of Blackheath, as required pursuant to applicable Canadian securities Laws and the TSXV;

“ Blackheath Options ” means the outstanding options issued under Blackheath’s stock option plan;

“ Blackheath Public Documents ” means the documents filed by Blackheath on SEDAR under Blackheath’s profile on SEDAR;

“ Blackheath Shareholders ” means the holders of the Blackheath Shares;

“ Blackheath Shares ” means the common shares in the capital of Blackheath, as currently constituted;

“ Blackheath Warrants ” means the warrants to purchase Blackheath Shares;

“ BR Subco ” has the meaning ascribed thereto on the first page of this Agreement;

“ BR Subco Shareholder Approval ” means the requisite approval of the BR Subco Shareholder Resolution;

“ BR Subco Shareholder Resolution ” means the resolution of Blackheath, as the sole BR Subco Shareholder, approving the Amalgamation, this Agreement and its participation in the Wolverine Arrangement, substantially in the form attached hereto as Schedule B;

“ BR Subco Shareholders ” means the holders of the BR Subco Shares;

“ BR Subco Shares ” means the common shares in the capital of BR Subco;

“ Business Day ” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in Calgary, Alberta and Vancouver, British Columbia are open for business;

“ Certificate of Amalgamation ” means the certificate of amalgamation to be issued by the Registrar in respect of the Amalgamation in accordance with Section 185(4) of the ABCA;

“ Certificate of Arrangement ” means the certificate or other confirmation of filing to be issued by the Registrar pursuant to Section 193(11) of the ABCA giving effect to the Wolverine Arrangement;

“ Claim ” means any claim, demand, complaint, action, proceeding, investigation, suit, cause of action, assessment or reassessment, charge, judgment, order, writ, injunction, decree, debt, liability, expense, cost, damage or loss, contingent or otherwise, judicial, administrative or otherwise;

“ Completion Deadline ” means the latest date by which the Transaction is to be completed, which date shall be April 30, 2021 or such later date as the Parties may mutually agree in writing;

“ Contract ” means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon a Party, or to which any of their respective assets or properties are bound;

“ Court ” means the Court of Queen’s Bench of Alberta;

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“ COVID-19 ” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or directly related or associated epidemics, pandemics or disease outbreaks;

“ Dissent Rights ” means the rights of dissent in respect of the Wolverine Arrangement described in the Wolverine Plan of Arrangement and the Interim Order;

“ Effective Date ” means the date the Wolverine Arrangement is effective, as set out on the Certificate of Arrangement;

“ Effective Time ” means the effective time of the Wolverine Arrangement, as set out in the Wolverine Plan of Arrangement;

“ Encumbrance ” means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, Contract or otherwise) capable of becoming any of the foregoing;

“ Environmental Approvals ” means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions or approvals issued or required by any Governmental Entity pursuant to any Environmental Laws;

“ Environmental Laws ” means all Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (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;

“ Filing Statement ” means the filing statement of Blackheath in respect of the Transaction, prepared in accordance with TSXV Form 3D2 - Information Required in a Filing Statement for a Reverse Takeover or Change of Business and filed on SEDAR prior to the Effective Date in accordance with TSXV Policy 5.2 – Changes of Business and Reverse Takeover ;

“ Final Order ” means the order of the Court approving the Wolverine Arrangement to be applied for by Wolverine following the Wolverine Meeting and to be granted pursuant to Subsection 193(9) of the ABCA, as such order may be affirmed, supplemented, amended or modified by the Court (with the consent of Wolverine, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that such amendment is acceptable to each of Wolverine, each acting reasonably) on appeal;

“ GIP ” has the meaning ascribed thereto on the first page of this Agreement;

“ GIP Note ” means the promissory note in the amount of $50,000,000 to be issued by GIP to Wolverine in partial exchange for the GIP Class A Common Shares in the capital of GIP issued and outstanding as at the time that is immediately prior to the Effective Time, as set out in Section 2.3(g) of the Wolverine Plan of Arrangement;

“ GIP Shareholder Approval ” means the requisite approval of the GIP Shareholder Resolution;

“ GIP Shareholder Resolution ” means the resolution of Wolverine, as sole holder of the GIP Shares, approving the Amalgamation, this Agreement and its participation in the Wolverine Arrangement, substantially in the form attached hereto as Schedule D;

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“ GIP Shares ” means common shares in the capital of GIP;

“ Governmental Entity ” means any applicable (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; or (c) 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 or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any Environmental Law;

“ IFRS ” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as may be amended from time to time;

“ Interim Order ” means an interim order of the Court concerning the Wolverine Arrangement under Subsection 193(4) of the ABCA, containing declarations and directions with respect to the Wolverine Arrangement and the holding of the Wolverine Meeting as such order may be affirmed, supplemented, amended or modified by any court of competent jurisdiction;

“ Laws ” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, statutory body or self-regulatory authority, and the term “ applicable ” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Entity (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

“ Letter of Transmittal ” means the letter of transmittal to be delivered by Blackheath to the Blackheath Shareholders pursuant to which such Blackheath Shareholders shall be required to deliver certificates representing the Blackheath Shares in exchange for certificates representing the Resulting Issuer Shares;

“ Material Adverse Change ” means any one or more changes, effects, events, occurrences or states of facts that have, or would reasonably be expected to have, a Material Adverse Effect on Blackheath and BR Subco (taken as a whole), on the one hand, or on Wolverine, SpinCo, GIP and the Spinout Assets (taken as a whole), on the other hand, as applicable;

“ Material Adverse Effect ” means any change, effect, event, occurrence or state of facts that is or would reasonably be expected to be material and adverse to the business, properties, operations, results of operations or financial condition of Blackheath and BR Subco (taken as a whole), on the one hand, or Wolverine, SpinCo and GIP (taken as a whole) or on the Spinout Assets, on the other hand, as applicable, except any change, effect, event, occurrence or state of facts resulting from or relating to:

(a) the announcement of the execution of this Agreement or any transactions contemplated herein, including, without limitation, the Amalgamation, the Wolverine Arrangement and the Subscription Receipt Financing;

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(b) global, national or regional political, economic or financial conditions (including the outbreak or escalation of war or acts of terrorism);
(c) any changes or developments in domestic, foreign or global securities markets;
(d) changes or developments in the business or regulatory conditions generally affecting the industries in which the applicable Parties operate;
(e) any epidemic, pandemic or outbreaks of illness (including the COVID-19 pandemic) or other health crisis in any jurisdiction in which the applicable Party operates;
(f) any natural disaster;
(g) any change in Law or any interpretation, application or non-application of Law by any Governmental Entity after the date of this Agreement;
(h) any generally applicable change in applicable accounting principles, including IFRS;
(i) any decrease in the market price or any decline in the trading volume of the equity securities of the applicable Party (it being understood that the causes underlying such change in trading price or trading volume, other than those identified in paragraphs (a) through (h) above may be taken into account in determining whether a Material Adverse Effect has occurred);
(j) any proceeding or threatened proceeding brought by any Wolverine Shareholders or Blackheath Shareholders relating to this Agreement or the Transactions contemplated hereby; and
(k) any action taken by the applicable Party or any of its subsidiaries that is expressly required to be taken pursuant to this Agreement, or that is otherwise taken at the written request of the other Party hereto,

provided that, in the case of any changes referred to in clauses (b) to (h) above, such changes do not have a materially disproportionate effect on the applicable Party relative to comparable companies;

“ Material Contracts ” means all Contracts or other obligations or rights to which any of the Parties hereto (or any subsidiary thereof) is a party or by which any of their respective properties or assets (including the Spinout Assets) are bound that are material to the business, properties or assets of Blackheath and BR Subco (taken as a whole), on the one hand, or Wolverine, SpinCo and GIP (taken as a whole) or to the Spinout Assets, on the other hand, as applicable, including all:

(a) employment, severance, personal services, consulting, management, non-competition or indemnification Contracts (including any Contract involving employees);
(b) Contracts granting a right of first refusal or first negotiation;
(c) partnership or joint venture Contracts;
(d) Contracts for the acquisition, sale or lease of material properties or assets, by purchase or sale of assets or shares or otherwise;
(e) Contracts with any Governmental Entity;

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(f) loan or credit Contracts or instruments evidencing indebtedness for borrowed money by Blackheath or BR Subco, Wolverine or any subsidiary thereof, as the case may be, or any Contract pursuant to which indebtedness for borrowed money may be incurred;
(g) Contracts that purport to limit, curtail or restrict the ability of Blackheath, BR Subco, Wolverine or any subsidiary thereof, as the case may be, to compete in any geographic area or line of business;
(h) all Contracts that provide for annual payments to or from, in the case of Blackheath or BR Subco, in excess of $50,000 per annum, and, in the case of Wolverine or any subsidiary thereof, in excess of $2.5 million per annum; and
(i) commitments and agreements to enter into any of the foregoing;

“ Notice of Alteration ” means the notice of alteration on Form 11 prescribed by the BCBCA to effect the Blackheath Change of Name;

“ New Credit Facility ” means any credit facility of the Resulting Issuer which may be entered into prior to the Effective Time;

“ Party ” means, as the context requires, any of Blackheath, BR Subco, Wolverine, SpinCo or GIP, and “ Parties ” means two or more of them, as applicable;

“ PCMLTFA ” has the meaning ascribed thereto in Section 3.1(x);

“ Person ” means any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

“ Regulation D ” means Regulation D adopted by the SEC under the U.S. Securities Act;

“ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;

“ Registrar ” means the Registrar of Corporations for the Province of Alberta duly appointed under the ABCA;

“ Resulting Issuer ” means Blackheath after giving effect to the Wolverine Arrangement and the Amalgamation;

“ Resulting Issuer Shares ” means the common shares in the capital of the Resulting Issuer, as constituted after giving effect to the Blackheath Consolidation, the transfer of the Spinout Assets to GIP, the Wolverine Arrangement and the Amalgamation;

“ Reverse Takeover ” has the meaning ascribed to it in TSXV Policy 5.2 - Changes of Business and Reverse Takeovers ;

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act provided under Section 3(a)(10) thereof;

“ Securities Authorities ” means the federal, state and provincial securities commissions and/or other securities regulatory authorities in Canada and the United States, including any stock exchanges or other self-regulatory agencies having authority over the Parties, including the TSXV;

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“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ SpinCo ” has the meaning ascribed thereto on the first page of this Agreement;

“ SpinCo Shareholder Approval ” means the requisite approval of the SpinCo Shareholder Resolution at the Wolverine Meeting;

“ SpinCo Preferred Shares ” means the Preferred Shares in the capital of SpinCo;

“ SpinCo Shareholders ” means, at any time, the holders of then outstanding SpinCo Shares;

“ SpinCo Shareholder Resolution ” means the resolution to be voted upon at the Wolverine Meeting by the Wolverine Shareholders, in their capacity as future shareholders of SpinCo, approving the Wolverine Arrangement, the Amalgamation and this Agreement, substantially in the form attached hereto as Schedule C;

“ SpinCo Shares ” means common shares in the capital of SpinCo;

“ Spinout Assets ” means all of the assets of Wolverine to be conveyed to GIP prior to and as a condition to the Wolverine Arrangement as described in Schedule 2.1(b) to the Wolverine Disclosure Letter;

“ Spinout Financial Statements ” has the meaning ascribed to it in Section 3.2(o);

“ Subscription Receipt Agreement ” means the agreement pursuant to which the Subscription Receipts will be issued and establishing the escrow release conditions for such Subscription Receipts;

“ Subscription Receipt Financing ” means the sale and issuance by BR Subco to investors of up to a maximum of 12,000,000 Subscription Receipts (excluding any Subscription Receipts to be issued pursuant to any over-allotment option), on a private placement basis, at a price of $10.00 per Subscription Receipt, for gross proceeds of up to $120,000,000, or such other amount as is agreed to by the Parties in writing (excluding any proceeds attributable to any over-allotment option);

“ Subscription Receipts ” means the subscription receipts to be issued by BR Subco pursuant to the Subscription Receipt Financing, which will be exchanged for BR Subco Shares immediately prior to the Amalgamation;

“ Substantial U.S. Market Interest ” has the meaning given to that term in Regulation S;

“ subsidiary ” has the meaning attributed to that term in the ABCA;

“ Tax ” and “ Taxes ” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any Governmental Entity (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

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“ Tax Act ” means the Income Tax Act (Canada), as amended from time to time;

“ Tax Returns ” means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any taxing authority or required to be made, prepared or filed with any Governmental Entity relating to Taxes;

“ Ticker Symbol Change ” means the change by Blackheath of its ticker symbol from “BHR” to “GIP” (or such other ticker symbol as may be requested by Wolverine, acting reasonably);

“ Transaction ” means the Wolverine Arrangement, the Amalgamation and all related transactions incidental thereto as contemplated by this Agreement, which are collectively intended to constitute a Reverse Takeover of Blackheath in accordance with the policies of the TSXV;

“ Transition Services Agreement ” means the Transition Services and Liability Sharing Agreement to be entered into between the Resulting Issuer and Wolverine and effective as at the Effective Time, the principal terms and conditions of which are summarized in the Wolverine Disclosure Letter;

“ TSXV ” means the TSX Venture Exchange;

“ TSXV Approval ” means the conditional approval of the TSXV in respect of the Blackheath Consolidation, the Blackheath Change of Name, the issue of the Subscription Receipts, the Wolverine Arrangement, the Amalgamation, the listing of the Resulting Issuer Shares issuable to SpinCo Shareholders pursuant to the Amalgamation, and the listing of the Resulting Issuer Shares issuable to the holders of Subscription Receipts on the fulfilment of the escrow release conditions related thereto;

“ United States ” or “ U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as the same has been, and hereafter from time to time may be, amended;

“ Wolverine ” has the meaning ascribed thereto on the first page of this Agreement;

“ Wolverine Arrangement ” means the arrangement under section 193 of the ABCA on the terms and subject to the conditions set out in the Wolverine Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the provisions of the Wolverine Plan of Arrangement or made at the direction of the Court in the Final Order, with the consent of Wolverine and Blackheath, each acting reasonably;

“ Wolverine Arrangement Approval ” means the required approval of the Wolverine Shareholders and the Court in respect of the Wolverine Arrangement;

“ Wolverine Disclosure Letter ” means the disclosure letter with respect to Wolverine, SpinCo and GIP to be signed by Wolverine and delivered to Blackheath and BR Subco at the time of execution of this Agreement;

“ Wolverine Meeting ” means the special meeting of the Wolverine Shareholders to be held to consider the Wolverine Arrangement and related matters, and any adjournment(s) thereof;

“ Wolverine Plan of Arrangement ” means the plan of arrangement under the ABCA involving Wolverine, SpinCo, GIP and BR Subco, substantially as set out in Schedule E hereto;

“ Wolverine Public Documents ” means the documents filed on SEDAR under Wolverine’s profile on SEDAR;

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“ Wolverine Shareholders ” means holders of the Wolverine Shares; and

“ Wolverine Shares ” means the common shares in the capital of Wolverine, as constituted from time to time.

1.2 Headings, etc.

The division of this Agreement into recitals, articles, sections and subsections and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3 Number and Gender

In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa and words importing the use of either gender shall include both genders and neuter.

1.4 Date for any Action

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

1.5 Statutory References

Any reference in this Agreement to a statute includes all regulations and rules 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 in this Agreement to dollar amounts are expressed in Canadian currency.

1.7 Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Laws, the Parties waive any provision of Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The Parties will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof that it replaces.

1.8 Accounting Matters

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

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1.9 Knowledge

Where the phrase “to the knowledge of” is used in respect of any Party, such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon the actual knowledge of senior management of such Party or the knowledge such person would have had after reasonable inquiries and investigations.

1.10 Meaning of “Ordinary and Regular Course of Business”

In this Agreement the phrase “in the ordinary and regular course of business” shall mean and refer to those activities that have previously been conducted by management of the businesses of Blackheath or Wolverine, as applicable, without any need for the approval of the board of directors thereof.

1.11 Schedules

The following schedules are attached to, and are deemed to be incorporated into and form part of, this Agreement:

Schedule A - Articles of Amalgamation

Schedule B - Form of BR Subco Shareholder Resolution

Schedule C - Form of SpinCo Shareholder Resolution

Schedule D – Form of GIP Shareholder Resolution

Schedule E – Wolverine Plan of Arrangement

ARTICLE 2 THE WOLVERINE ARRANGEMENT AND THE AMALGAMATION

2.1 Terms of the Wolverine Arrangement and the Amalgamation

Subject to the rights of termination contained in Article 6, and upon the conditions set out in Article 5 being satisfied or waived, as the case may be, Blackheath, BR Subco, Wolverine, SpinCo and GIP hereby covenant and agree to implement the Transaction in accordance with the terms and subject to the conditions of this Agreement, as follows:

(a) following receipt of the Wolverine Arrangement Approval, the SpinCo Shareholder Approval, the BR Subco Shareholder Approval and the GIP Shareholder Approval, and prior to the filing of the Articles of Arrangement and Articles of Amalgamation in accordance with Section 2.1(d)2.1(c) (and, for greater certainty, prior to the conversion of the Subscription Receipts into BR Subco Shares), Blackheath shall complete and give effect to the Blackheath Consolidation and file the Notice of Alteration to effect the Blackheath Change of Name;
(b) following receipt of the Wolverine Arrangement Approval, the SpinCo Shareholder Approval, the BR Subco Shareholder Approval and the GIP Shareholder Approval, and prior to the filing of the Articles of Arrangement and Articles of Amalgamation in accordance with Section 2.1(d), the Spinout Assets and certain of the liabilities related to the ongoing operation of such Spinout Assets will be the conveyed to GIP in accordance with the steps and subject to the terms and conditions set out in Schedule 2.1(b) to the Wolverine Disclosure Letter;

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(c) following receipt of the Wolverine Arrangement Approval, the Final Order, the SpinCo Shareholder Approval, the BR Subco Shareholder Approval and the GIP Shareholder Approval, in accordance with the requirements of the ABCA, the Articles of Arrangement and Articles of Amalgamation shall be filed with the Registrar and each of the Parties shall deliver such other documents as may be required to give effect to the Wolverine Arrangement and the Amalgamation;
(d) on the Effective Date, at the time indicated in the Wolverine Plan of Arrangement (and, for greater clarity, prior to giving effect to the Amalgamation), the Subscription Receipts shall be converted to BR Subco Shares, in accordance with the terms of the Subscription Receipt Agreement, it being understood by the Parties that the conversion of the Subscription Receipts shall constitute a step in, and form an integral part of, the Wolverine Arrangement;
(e) on the Effective Date, at the time indicated in the Wolverine Plan of Arrangement and as a step in the Wolverine Plan of Arrangement, SpinCo, BR Subco and GIP shall amalgamate and continue as one corporation, Amalco, pursuant to the provisions of Section 181 of the ABCA, it being understood by the Parties that the Amalgamation shall constitute a step in, and form an integral part of, the Wolverine Arrangement;
(f) at the time indicated in, and pursuant to, the Wolverine Plan of Arrangement:
(i) subject to Section 2.1(h), all of the issued and outstanding SpinCo Shares immediately before the Amalgamation shall be exchanged for 4,850,000 issued and outstanding, fully paid and non-assessable Resulting Issuer Shares and all such Resulting Issuer Shares shall be allocated among the SpinCo Shareholders pro rata and thereafter all SpinCo Shares so exchanged shall be cancelled without any repayment of capital in respect thereof;
(ii) subject to Section 2.1(h), each one (1) BR Subco Share held by Blackheath outstanding immediately prior to the Effective Time shall be exchanged for one (1) issued and outstanding fully paid and non-assessable Amalco Share and thereafter all BR Subco Shares so exchanged shall be cancelled without any repayment of capital in respect thereof;
(iii) subject to Section 2.1(h), each one (1) BR Subco Share held by former holders of Subscription Receipts, as a result of the conversion thereof described in Section 2.1(d), outstanding immediately prior to the Effective Time, shall be exchanged for one (1) issued and outstanding fully paid and non-assessable Resulting Issuer Share;
(iv) subject to subsection 2.1(h), the GIP Shareholders shall cease to be holders of GIP Shares and all of the issued and outstanding GIP Shares immediately before the Amalgamation (other than those held by SpinCo) shall be exchanged for 5,150,000 issued and outstanding fully paid and non-assessable Resulting Issuer Shares; and
(v) as consideration for the issuance of Resulting Issuer Shares to the SpinCo Shareholders, GIP Shareholders (other than SpinCo) and to the BR Subco Shareholders (other than Blackheath) pursuant to the Amalgamation, Amalco shall issue to the Resulting Issuer one (1) fully paid and non-assessable Amalco Share for each Resulting Issuer Share so issued; and
(g) Wolverine shall receive, as a consequence of the Wolverine Arrangement and the Amalgamation, $50,000,000 in cash from Amalco, which amount shall constitute the

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repayment of the GIP Note issued by GIP in connection with the Wolverine Arrangement, which shall be used, in part, to discharge in full any remaining Encumbrances on the Spinout Assets;

(h) no fractional Resulting Issuer Shares will be issued under the Amalgamation. Where the aggregate number of Resulting Issuer Shares to be issued to any former SpinCo Shareholder , GIP Shareholder or BR Subco Shareholder under the Amalgamation would result in a fraction of a Resulting Issuer Share being issuable, the number of Resulting Issuer Shares to be issued shall be rounded down to the next whole number, and no cash or other consideration shall be paid or payable in lieu of such fraction of a Resulting Issuer Share.

2.2 Share Certificates

On the Effective Date, in accordance with the timing set out in the Wolverine Plan of Arrangement:

(a) each Subscription Receipt will convert into one (1) BR Subco Share and the names of the holders of Subscription Receipts will be entered into the register of BR Subco Shareholders;
(b) the registers of transfers of the SpinCo Shares, BR Subco Shares and GIP Shares shall be closed;
(c) the SpinCo Shareholders shall cease to be holders of SpinCo Shares and shall be deemed to be the registered holders of Resulting Issuer Shares to which they are entitled, calculated in accordance with Section 2.1(f)(i) and the provisions of the Wolverine Plan of Arrangement;
(d) the BR Subco Shareholders (other than Blackheath) shall cease to be holders of BR Subco Shares and shall be deemed to be the registered holders of Resulting Issuer Shares to which they are entitled, calculated in accordance with Section 2.1(f)(iv) and the provisions of the Wolverine Plan of Arrangement;
(e) the GIP Shareholders shall cease to be holders of GIP Shares and shall be deemed to be the registered holder of Resulting Issuer Shares to which they are entitled, calculated in accordance with Section 2.1(f)(iv) and the provisions of the Wolverine Plan of Arrangement;
(f) certificates representing: (i) Resulting Issuer Shares issuable to each SpinCo Shareholder; (ii) Resulting Issuer Shares issuable to each BR Subco Shareholder (other than Blackheath); and (iii) Resulting Issuer Shares issued to each GIP Shareholder (other than SpinCo) pursuant to the Amalgamation will, as soon as practicable, but no later than three (3) Business Days following the Effective Date, be:
(i) forwarded to that holder, at the address indicated in the register of shareholders of the Resulting Issuer, by first class mail (postage prepaid); or
(ii) made available for pick-up by the holder, if requested in writing by the holder;
(g) all certificates formerly representing SpinCo Shares, BR Subco Shares (other than BR Subco Shares held by Blackheath) and GIP Shares shall cease to represent a right or claim of any kind or nature whatsoever, except for the right to receive Resulting Issuer Shares in exchange therefor; and

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(h) any certificate formerly representing Subscription Receipts shall cease to represent a right or claim of any kind or nature whatsoever, other than the right to receive the Resulting Issuer Shares issuable in exchange for the BR Subco Shares issued on conversion of such Subscription Receipts.

2.3 Closing

Unless this Agreement is terminated pursuant to the provisions hereof, the Parties shall meet by virtual means on the Business Day prior to the Effective Date, or at such other time, date or place as they may mutually agree upon, and each of them shall deliver to the other Parties:

(a) the documents required or contemplated to be delivered by it hereunder in order to complete, or necessary or reasonably requested to be delivered by it by the other Parties in order to effect, the Transaction, provided that each such document required to be dated the Effective Date shall be dated as of, or become effective on, the Effective Date and shall be held in escrow to be released upon the Wolverine Arrangement and the Amalgamation becoming effective; and
(b) written confirmation as to the satisfaction or waiver of all of the conditions in its favour contained in Article 5 hereof, as applicable.

2.4 Name of Amalco

The Parties agree that the name of Amalco shall be “Green Impact Operating Corp.” or such other name as may be determined by Wolverine.

2.5 Articles of Amalgamation

The Parties agree that the Articles of Amalgamation shall be in the form set out in Schedule A hereto.

2.6 By-Laws

The by-laws of Amalco, until repealed, amended or altered, shall be the by-laws of BR SubCo.

2.7 Registered Office of Amalco

The Parties agree that the mailing and delivery addresses of the registered and records office of Amalco shall be Stillman LLP, #100 Sterling Business Centre, 17420 Stony Plain Rd NW, Edmonton, AB T5S 1K6.

2.8 Authorized Share Structure of Amalco

The Parties agree that Amalco shall be authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, which shall have the rights, privileges, restrictions and conditions set out in the Terms of the Amalco Shares set out in Schedule A.

2.9 Restrictions on Share Transfers

No Amalco Shares may be transferred except in compliance with the restrictions set out in the Articles of Amalgamation.

2.10 Number and Identity of Initial Directors of Amalco

The Parties agree that the number of directors of Amalco, until changed in accordance with the Articles of Amalgamation, shall be one, and that the first director of Amalco shall be:

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Name	Address
Jesse Douglas	Suite 400 - 2207 4th Street SW, Calgary, AB T2S 1X1

Such director shall hold office until the next annual meeting of shareholders of Amalco or until his successor is elected or appointed.

2.11 First Officers of Amalco

The Parties agree that the first officers of Amalco shall be:

Full Name	Office	Prescribed Address
Jesse Douglas	President, CEO	Suite 400 - 2207 4th Street SW, Calgary,AB T2S1X1
John Paul Smith	Secretary	Suite 400 - 2207 4th Street SW, Calgary,AB T2S1X1

2.12 Restrictions on Business

There shall be no restrictions on the business that Amalco may carry on.

2.13 Financial Year-End of Amalco

The financial year-end of Amalco shall be December 31, until changed by the directors of Amalco.

2.14 Stated Capital

Upon completion of the Amalgamation, Amalco shall add to the stated capital account maintained in respect of the Amalco Shares, and the Resulting Issuer shall add to the stated capital account maintained in respect of the Resulting Issuer Shares, an amount equal to the aggregate paid-up capital for the purposes of the Tax Act of the SpinCo Shares immediately before the Effective Time plus the aggregate paid-up capital for the purposes of the Tax Act of the BR Subco Shares immediately before the Effective Time plus the aggregate paid-up capital for the purposes of the Tax Act of the GIP Shares held by Wolverine immediately before the Effective Time (for greater certainty, the paid up capital of the GIP Shares held by Spinco will be excluded from any such addition).

2.15 Effect of Amalgamation

Upon the Amalgamation taking effect and thereafter:

(a) the property, rights and interests (except amounts receivable from any Amalgamating Corporation or shares of any Amalgamating Corporation) of each Amalgamating Corporation shall continue to be the property, rights and interest of Amalco;
(b) Amalco will continue to be liable for the obligations (except amounts payable to any Amalgamating Corporation) of each Amalgamating Corporation;
(c) any existing cause of action, claim or liability to prosecution pending by or against any of the Amalgamating Corporations will be unaffected;

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(d) any civil, criminal or administrative action or proceeding pending by or against any of the Amalgamating Corporations may be continued to be prosecuted by or against Amalco;
(e) any conviction against, or ruling, order or judgment in favour or against, any of the Amalgamating Corporations may be enforced by or against Amalco; and
(f) the Articles of Amalgamation of Amalco shall be deemed to the Articles of Incorporation of Amalco and the Certificate of Amalgamation shall be deemed to be the Certificate of Incorporation of Amalco.

The directors of Amalco shall have full power to carry the Amalgamation into effect and perform such acts as are necessary or proper for the foregoing purposes. The provisions of this paragraph shall not be deemed to exclude any of the effects, rights or privileges that at law may be incidental to or result from the Amalgamation, whether or not specifically mentioned herein.

2.16 U.S. Securities Law Matters

The Parties agree that the Wolverine Arrangement shall be carried out with the intention that all Resulting Issuer Shares issued under the Amalgamation (but excluding those Resulting Issuer Shares issued to former holders of Subscription Receipts) shall be issued by the Resulting Issuer as a step in, and integral part of, the Wolverine Arrangement in reliance on the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption and to facilitate the Parties compliance with the U.S. Securities Act and other United States securities Laws, the Parties agree that the Wolverine Arrangement will be carried out on the following basis:

(a) the Wolverine 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 Section 3(a)(10) Exemption prior to the hearing required to approve the Wolverine Arrangement;
(c) the Court will be required to satisfy itself as to the substantive and procedural fairness of the Wolverine Arrangement to the Wolverine Shareholders;
(d) Wolverine will seek to ensure that the Final Order approving the Wolverine Arrangement that is obtained from the Court will expressly state that the terms and conditions of the Wolverine Arrangement are approved by the Court as being fair, including from a financial perspective, to the Wolverine Shareholders;
(e) Wolverine will ensure that each Wolverine Shareholder will be given notice advising them of their right to attend the hearing of the Court to give approval of the Wolverine Arrangement and providing them with information required for them to exercise that right, each as required by Law;
(f) Wolverine Shareholders will be advised that the SpinCo Shares and the Resulting Issuer Shares to be issued in the Wolverine Arrangement have not been registered under the U.S. Securities Act and will be issued by SpinCo and the Resulting Issuer, as applicable, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption, and may be subject to restrictions on resale under the securities laws of the United States, including, as applicable, Rules 144 and 145 under the U.S. Securities Act with respect to affiliates of Wolverine, SpinCo, Blackheath and the Resulting Issuer;

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(g) the Interim Order will specify that each Wolverine Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Wolverine Arrangement so long as they enter an appearance within a reasonable time; and
(h) Wolverine will seek to ensure that the Final Order shall include a statement substantially in the following form:

“This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of the Resulting Issuer, pursuant to the Wolverine Plan of Arrangement.”

2.17 Consultation

Wolverine and Blackheath will consult with each other in issuing any press release or otherwise making any public statement with respect to this Agreement or the Transaction and in making any filing with any Governmental Entity or Securities Authority with respect thereto. Each of Wolverine and Blackheath shall use commercially reasonable efforts to enable the other to review and comment on all such press releases and filings prior to the dissemination of the press release or the marking of the filing, respectively, thereof; provided, however, that the obligations herein will not prevent a Party from making, after consultation with the other Party, such disclosure as is required by applicable Laws or the rules and policies of any applicable stock exchange.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Blackheath and BR Subco

Blackheath and BR SubCo hereby jointly and severally represent and warrant to Wolverine, SpinCo and GIP, and hereby acknowledge that each of Wolverine, SpinCo and GIP is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Transaction, that:

(a) Organization. Blackheath is a corporation validly existing under the laws of British Columbia and BR Subco is a corporation validly subsisting under the laws of Alberta, and each of Blackheath and BR Subco is in good standing under applicable corporate laws and has full corporate and legal power and authority and capacity to own its property and assets and to conduct its business as currently owned and conducted. Each of Blackheath and BR Subco is registered, licensed or otherwise qualified as an extra-provincial corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified.
(b) Capitalization. Blackheath is authorized to issue an unlimited number of Blackheath Shares of which, as at the date hereof, only 9,732,708 Blackheath Shares are issued and outstanding. All outstanding Blackheath Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. There are no outstanding contractual obligations of Blackheath to repurchase, redeem or otherwise acquire any outstanding Blackheath Shares or with respect to the voting or disposition of any outstanding Blackheath Shares.
(c) Convertible Securities. Other than pursuant to the Subscription Receipt Financing and pursuant to the Amalgamation or as set out in the Blackheath Disclosure Letter, there are

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no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) outstanding and obligating Blackheath to issue or sell any Blackheath Shares or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any Blackheath Shares.

(d) Subsidiaries. Blackheath is the registered and beneficial owner of all of the issued and outstanding securities of BR Subco. Blackheath has no subsidiaries and does not hold any shares or securities of, or any other interest in, any other entity, other than BR Subco. BR Subco was formed for the purposes of effecting the Subscription Receipt Financing and the Amalgamation and has never held any properties or assets or conducted any business activities, and is not a party to, or subject to, any contract other than this Agreement and the Subscription Receipt Agreement (and other agreements related directly thereto).
(e) Authority and Conflict. Each of Blackheath and BR Subco has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by it as contemplated by hereby, and to perform its obligations hereunder. The execution and delivery of this Agreement by each of Blackheath and BR Subco and the completion of the transactions contemplated hereby have been or will by the Effective Date be authorized by all necessary corporate action and, subject to passing the BR Subco Shareholder Resolution in the manner contemplated herein, no other corporate proceedings on the part of Blackheath or BR Subco are necessary to authorize this Agreement or the completion of the Transaction contemplated hereby. This Agreement has been executed and delivered by each of Blackheath and BR Subco and constitutes a legal, valid and binding obligation, enforceable against each of Blackheath and BR Subco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity.
(f) No Violation. The execution and delivery by each of Blackheath and BR Subco of this Agreement and the performance by each of Blackheath and BR Subco of its obligations hereunder, and the completion of the transactions contemplated hereby, do not and will not:
(i) result in a violation, contravention or breach, constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:
- (A) the constating documents of Blackheath or BR Subco;
- (B) any applicable Law or any policy of the TSXV (except that the TSXV Approval, which is required for the completion by Blackheath of the transactions contemplated hereby, will be applied for by Blackheath but has not been obtained as of the date hereof); or
- (C) any Contract to which Blackheath or BR Subco is bound or is subject to or of which Blackheath or BR Subco is the beneficiary,

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Blackheath and BR Subco (taken as a whole); or

(ii) result in the imposition of any Encumbrance upon any of the property or assets of Blackheath or BR Subco or give any Person the right to acquire any of

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Blackheath’s or BR Subco’s assets, or restrict, hinder, impair or limit the ability of Blackheath or BR Subco to conduct the business of Blackheath as it is now being conducted.

(g) Consents and Approvals. No consent, waiver, notice, approval, order or authorization of, or declaration or filing with, any Governmental Entity, other parties to the Material Contracts of Blackheath or any other Person is required to be obtained by Blackheath in connection with the execution and delivery of this Agreement or the consummation by Blackheath of the transactions contemplated hereby, other than:
(i) the BR Subco Shareholder Approval;
(ii) filings required under the BCBCA and the ABCA;
(iii) the TSXV Approval; and
(iv) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Blackheath and BR Subco (taken as a whole).
(h) Directors’ Approvals. The Blackheath Board has unanimously:
(i) determined that the Wolverine Arrangement and the Amalgamation is in the best interests of Blackheath; and
(ii) authorized the entering into of this Agreement, and the performance of the obligations of Blackheath hereunder.
(i) Contracts. Other than this Agreement and the Subscription Receipt Agreement, there are no Material Contracts to which Blackheath or BR Subco is a party, or to which their assets or properties are subject. Each such Material Contract constitutes a valid and legally binding obligation of Blackheath or BR Subco, as applicable, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).
(j) No Defaults. Blackheath is not in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Blackheath under, any Contract or other instrument that is material to the conduct of the business of Blackheath to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on Blackheath and BR Subco (taken as a whole). No counterparty to any Contract of Blackheath has given written notice to Blackheath of, or made a Claim against Blackheath with respect to, any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on Blackheath and BR Subco (taken as a whole). To the knowledge of Blackheath, no counterparty to any Contract of Blackheath is in any breach or default thereunder, in any such case in which such breach or default would have a Material Adverse Effect on Blackheath and BR Subco (taken as a whole).
(k) Absence of Changes. Except as disclosed in the Blackheath Public Documents, since December 31, 2019:

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(i) Blackheath has conducted its business only in the ordinary and regular course of business consistent with past practice;
(ii) Blackheath has not incurred or suffered a Material Adverse Change;
(iii) there has not been any acquisition or sale by Blackheath of any material property or assets thereof;
(iv) there has not been any incurrence, assumption or guarantee by Blackheath of any debt for borrowed money, any creation or assumption by Blackheath of any Encumbrance, any making by Blackheath of any loan, advance or capital contribution to, or investment in, any other Person;
(v) Blackheath has not declared or paid any dividends or made any other distribution in respect of any of the Blackheath Shares;
(vi) other than the proposed Blackheath Consolidation, Blackheath has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Blackheath Shares;
(vii) there has not been any material increase in or modification of the compensation payable by Blackheath to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay, or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants;
(viii) Blackheath has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the Blackheath Financial Statements; and
(ix) Blackheath has not adopted or amended any bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan, other than the stock option plan pursuant to which the Blackheath Options have been issued.
(l) Employment Agreements. Blackheath:
(i) is not a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to any director or officer of Blackheath that would be triggered by Blackheath’s entering into this Agreement or the completion of the Transaction; or
(ii) has no employees or consultants whose employment or contract with Blackheath cannot be terminated by Blackheath in accordance with the provisions of such employment or consultant contract following the completion of the Transaction;
(m) Financial Matters. The unaudited interim financial statements of Blackheath for the three and nine months ended September 30, 2020 and audited annual financial statements of Blackheath for the financial years ended December 31, 2019 and 2018, and the respective notes thereto (the “ Blackheath Financial Statements ”) were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of Blackheath at the respective dates indicated and the results of operations of Blackheath for the periods covered. Except as disclosed in the Blackheath Financial Statements,

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Blackheath does not have any liability or obligation, whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Blackheath Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business since September 30, 2019, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Blackheath and BR Subco (taken as a whole).

(n) Auditors. There has not been a reportable disagreement (within the meaning of Section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations ) with Blackheath’s auditors.
(o) Books and Records. The corporate records and minute books of Blackheath and BR Subco have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. The financial books and records and accounts of Blackheath and BR Subco in all material respects:
(i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;
(ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Blackheath; and
(iii) accurately and fairly reflect the basis for the Blackheath Financial Statements.
(p) Litigation. There is no Claim pending or in progress or, to the knowledge of Blackheath, threatened against or relating to Blackheath or BR Subco, or affecting any of their properties or assets, before any Governmental Entity, and Blackheath is not aware of any existing ground on which any such Claim might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Blackheath, threatened against or relating to Blackheath or BR Subco before any Governmental Entity. Neither Blackheath, BR Subco nor any of their properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Blackheath to conduct its business as carried on as of the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement.
(q) Insurance. Blackheath maintains policies of insurance naming Blackheath as insured in amounts and in respect of such risks as are normal and usual for companies of a similar size and business and such policies are in full force and effect as of the date hereof and shall not be cancelled or otherwise terminated as a result of the Transaction.
(r) Environmental.
(i) Blackheath is in compliance in all material respects with Environmental Laws;
(ii) To the knowledge of Blackheath, there is no Claim pending or in progress or, threatened against or relating to Blackheath, which may affect Blackheath or any of the properties or assets of Blackheath relating to or alleging any violation of Environmental Laws, and Blackheath is not aware of any existing ground on which any such Claim might be commenced with any reasonable likelihood of success;

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(iii) Except as could not reasonably be expected to have a Material Adverse Effect to the best of its knowledge: (a) Blackheath is and has been in compliance with all Environmental Laws; (b) there has been no release, or to Blackheath's knowledge, threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste or petroleum or any fraction thereof (each a " Hazardous Substance "), on, upon, into or from any site currently or heretofore owned, leased or otherwise used by Blackheath; (c) there have been no Hazardous Substances generated by Blackheath that have been disposed of or come to rest at any site not in conformity with Environmental Laws; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (" PCBs ") or PCB-containing equipment used or stored on, and no Hazardous Substance stored on, any site owned or operated by Blackheath, except for the storage of hazardous waste in compliance with Environmental Laws. Blackheath has made available to Wolverine true and complete copies of all material environmental records, reports, notifications, certificates of authorization, permits, pending permit applications, correspondence, engineering studies and environmental studies or assessments.
(s) Tax Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Blackheath:
(i) Each of Blackheath and BR Subco has duly and timely made or prepared all Tax Returns required to be made or prepared by it under applicable Laws, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity, and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon in accordance with applicable Law;
(ii) Each of Blackheath and BR Subco has:
- (A) duly and timely paid all Taxes and installments of Taxes due and payable by it;
- (B) duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it, and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by applicable Laws to be remitted by it; and
- (C) duly and timely collected all amounts on account of sales or transfer Taxes, including goods and services, harmonized sales and provincial or territorial sales Taxes, required by applicable Laws to be collected by it, and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Laws to be remitted by it;
(iii) to the knowledge of Blackheath and BR Subco, neither Blackheath nor BR Subco has, or will at the Effective Time have, any outstanding liabilities in respect of Taxes;
(iv) the charges, accruals and reserves for Taxes reflected on the Blackheath Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the reasonable opinion of Blackheath, adequate under IFRS to cover Taxes with respect to Blackheath accruing through the date hereof;

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(v) there are no Claims now pending or, to the knowledge of Blackheath, threatened against Blackheath or BR Subco that propose to assess Taxes in addition to those reported in the Tax Returns;
(vi) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to Blackheath or BR Subco; and
(vii) Each of Blackheath and BR Subco is a "taxable Canadian corporation" within the meaning of the Tax Act.
(t) Reporting Status. Blackheath is a reporting issuer in good standing in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. The Blackheath Shares are listed on the TSXV and Blackheath is in compliance in all material respects with all applicable policies of the TSXV.
(u) Reports.
(i) Blackheath has filed with the Securities Authorities all forms, reports, schedules, statements, certifications, material change reports, financial statements, management discussion and analysis, circulars, material agreements and other documents required to be filed by it pursuant to applicable Laws and the policies of the TSXV.
(ii) Blackheath has not filed any confidential material change report or other document with any Securities Authorities which at the date hereof remains confidential.
(iii) Each of the Blackheath Public Documents, at the time filed or, if amended, as of the date of such amendment:
- (A) did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) and did not contain any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and
- (B) complied in all material respects with the requirements of applicable securities Laws and the rules, policies and instruments of all Securities Authorities.
(v) No Cease Trade. Blackheath is not subject to any cease trade or other order of any applicable Securities Authority and, to the knowledge of Blackheath, no investigation or other proceedings involving Blackheath that may operate to prevent or restrict trading of any securities of Blackheath are currently in progress or pending before any applicable Securities Authority.
(w) Compliance with Laws. Blackheath has complied with and is not in violation of any applicable Laws, other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Blackheath.
(x) Compliance with Anti-Money Laundering and Anti-Terrorist Laws. The operations of Blackheath and BR Subco are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as may be amended

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from time to time (the “ PCMLTFA ”) and all other applicable anti-money laundering and antiterrorist statutes of the jurisdictions in which Blackheath conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ AntiMoney Laundering Laws ”); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Blackheath with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of Blackheath, threatened.

(y) No Option on Assets. No Person has any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase of any of the material assets of Blackheath.
(z) Certain Contracts. Blackheath is not a party to or bound by any non-competition Contract or any other Contract, obligation, judgment, injunction, order or decree that purports to:
(i) limit the manner or the localities in which all or any material portion of the business of Blackheath are conducted;
(ii) limit any business practice of Blackheath in any material respect; or
(iii) restrict any acquisition or disposition of any property or assets by Blackheath in any material respect.
(aa) No Broker’s Commission. Except in connection with the Subscription Receipt Financing, Blackheath has not entered into any Contract that would entitle any Person to any valid claim against it for a broker’s commission, finder’s fee or any like payment in respect of the Transaction or any other matter contemplated by this Agreement.
(bb) Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon Blackheath that has, or would be reasonably expected to have, the effect of prohibiting, restricting or materially impairing any business practice of Blackheath, any acquisition of property by Blackheath, or the conduct of business by Blackheath as currently conducted.
(cc) Conduct of Business.
(i) Blackheath has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its property and assets, and it is duly and appropriately registered, licensed and otherwise qualified to carry on its business and to own, lease and operate its property and assets and is in good standing in all material respects in each jurisdiction where it carries on business or owns, leases or operates its property or assets;
(ii) Each of Blackheath and BR Subco have complied with and are in compliance, in all material respects, with all applicable Laws, and have all material licences, permits, orders or approvals of, and has made all required registrations with, any governmental or regulatory body that are material to the conduct of their business;
(iii) Each of Blackheath and BR Subco currently have no active business operations; and

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(iv) Other than this Agreement, neither Blackheath nor BR Subco is party to any Contract that is material to its properties, assets or operations.
(dd) Assets/Liabilities. Except as set out in the Blackheath Disclosure Letter, Blackheath does not own any property or assets, other than cash and cash equivalents. Blackheath does not lease any property or premises and is not required to make any payments in connection with its use or occupation of any property or premises. Blackheath has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for: (i) liabilities and obligations that are specifically disclosed in the Blackheath Financial Statements; or (ii) liabilities and obligations incurred in the ordinary and regular course of business consistent with past practice since September 30, 2020 that are not and would not, individually or in the aggregate with all other liabilities and obligations of Blackheath and BR Subco (other than those disclosed in the Blackheath Financial Statements), reasonably be expected to have a Material Adverse Effect in respect of Blackheath or BR Subco, or, as a consequence of the consummation of this Agreement, have a Material Adverse Effect in respect of Blackheath or BR Subco.
(ee) Illegal Payments; Corruption. None of Blackheath, BR Subco, nor, to the knowledge of Blackheath, any director, officer, agent or employee of Blackheath or BR Subco has: (i) paid, caused to be paid, agreed to pay, or offered, directly or indirectly, in connection with the business of Blackheath, any payment or gift given to any person acting in an official capacity for any Governmental Entity, to any political party or official thereof, or to any candidate for political office (each, a “ Government Official ”) with the purpose of (A) influencing any act or decision of such Government Official in his or her official capacity; (B) inducing such Government Official to perform or omit to perform any activity related to his or her legal duties; (C) securing any improper advantage; or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Entity, in each case, in order to assist Blackheath or any affiliate thereof in obtaining or retaining business for or with, or in directing business to, Blackheath or any affiliate thereof; (ii) made any illegal contribution to any political party or candidate; or (iii) intentionally established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. Without limiting any of the foregoing, neither Blackheath nor BR Subco, nor, to the knowledge of Blackheath, any director, officer, agent or employee of Blackheath or BR Subco has taken any action that would violate the Corruption of Foreign Public Officials Act (Canada) (“ CFPOA ”) or the Foreign Corrupt Practices Act of 1977 of the United States of America (“ FCPA ”) or any other applicable anti-bribery Law, nor has paid, caused to be paid, agreed to pay, or offered, directly or indirectly, in connection with the business of Blackheath, any bribe, kickback, other similar illegal payment or gift, to any supplier or customer.
(ff) Neither Blackheath nor BR Subco is currently conducting business with, or has ever conducted business with, nor is it itself, an entity that is controlled by persons that are (i) the subject of any economic, financial or trade sanctions administered or enforced by Canada (including any such sanctions administered under the Special Economic Measures Act (Canada), the United Nations Act (Canada) , the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada), and the Export and Import Permits Act (Canada), and any regulations thereunder), the United States of America (including any such sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or applicable sanctions authority (collectively, “ Sanctions ”), or (ii) organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. The sale and issuance

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of the Subscription Receipts contemplated by the Subscription Receipt Financing will not violate Sanctions as a result of any act or omission by Blackheath or BR Subco.

(gg) Privacy. Blackheath and BR Subco are in material compliance with all privacy laws applicable to them and Blackheath has not received written notice of any request, complaint, investigation, inquiry or claim relating to its handling of personal information.
(hh) Related Party Transactions. Neither Blackheath nor BR Subco is a party to any contracts or arrangements (other than obligations to employees that arise by operation of Law, and option agreements, consulting agreements, employment agreements, and indemnity agreements, the details of which have been previously disclosed to Wolverine) currently binding on Blackheath or BR Subco with: (a) any present or former employee, officer or director of Blackheath or BR Subco or any associate or affiliate of any such employee, consultant, officer or director; (b) any other Person not dealing at Arm’s Length with Blackheath, BR Subco or any affiliate thereof; nor is there any indebtedness owing by Blackheath or BR Subco to any such parties or by any such parties to Blackheath or BR Subco.

(ii) U.S. Securities Law Matters.

(i) Blackheath is a “foreign issuer” within the meaning of Regulation S and reasonably believes that there is no Substantial U.S. Market Interest in the Blackheath Shares;
(ii) Neither Blackheath nor BR Subco is registered or required to be registered as an “investment company” as defined in the 1940 Act, and following completion of the Transaction and application of the proceeds, the Resulting Issuer will not be registered or required to be registered as an "investment company" as defined in the 1940 Act;
(iii) Except with respect to offers and sales to U.S. Accredited Investors in the United States in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506 of Regulation D and/or Rule 144A thereunder, neither Blackheath nor any of its affiliates, nor any person acting on its or their behalf, has made or will make:
(A) any offer to sell, or any solicitation of an offer to buy, any Blackheath Shares, Resulting Issuer Shares or Subscription Receipts to any person in the United States; or
(B) any sale of Blackheath Shares, Resulting Issuer Shares or Subscription Receipts unless, at the time the buy order was or will have been originated, (i) the purchaser is outside the United States or (ii) Blackheath, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States;
(iv) Neither Blackheath nor any person acting on its behalf has made or will make any Directed Selling Efforts in the United States with respect to the Blackheath Shares, Resulting Issuer Shares or Subscription Receipts or has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general

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solicitation or general advertising in connection with the offer or exchange of the Blackheath Shares, Resulting Issuer Shares or Subscription Receipts in the United States;

(v) None of Blackheath, its officers or directors or any person involved in any way on its behalf are disqualified pursuant to the “bad actor” provisions of Rule 506(d) or 506(e) of Regulation D; and
(vi) None of Blackheath or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.

3.2 Representations and Warranties of Wolverine, SpinCo and GIP

Wolverine, SpinCo and GIP hereby jointly and severally represent and warrant to Blackheath and BR Subco, and hereby acknowledge that each of Blackheath and BR Subco is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Transaction, that:

(a) Organization - Wolverine. Wolverine is a corporation validly subsisting under the laws of Alberta and is in good standing under applicable corporate laws and has full corporate and legal power and authority and capacity to own its property and assets and to conduct its business as currently owned and conducted.
(b)

Organization - SpinCo.

(i) SpinCo is a corporation validly subsisting under the laws of Alberta and is in good standing under applicable corporate laws and has full corporate and legal power and authority and capacity to own its property and assets. SpinCo was formed for the purpose of facilitating the Wolverine Arrangement and the Amalgamation and has never held any properties or assets (other than GIP Shares) or conducted any business activities or issued any shares or other securities.
(ii) There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating SpinCo to issue or sell any SpinCo Shares or any securities or obligations of any kind convertible into or exercisable or exchangeable for any SpinCo Shares, other than in connection with the Wolverine Arrangement.
(c) Organization - GIP.
(i) GIP is a corporation validly subsisting under the laws of Alberta and is in good standing under applicable corporate laws and has full corporate and legal power and authority and capacity to own its property and assets. GIP was formed for the purpose of effecting the Transaction and holding the Spinout Assets and has never held any properties or assets or conducted any business activities (other than in connection with the Wolverine Arrangement and the Amalgamation).
(ii) Prior to giving effect to the Wolverine Arrangement, Wolverine is the registered and beneficial owner of all of the issued and outstanding shares of GIP.
(d) Authorizations. Wolverine, SpinCo and GIP:

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(i) hold all Authorizations necessary to conduct their business relating to the Spinout Assets substantially as now conducted or intended to be conducted as disclosed in the Wolverine Public Documents, except where any failure to hold any such Authorization would not reasonably be expected to have a Material Adverse Effect; and
(ii) are duly registered or otherwise qualified to do business and are in good standing in each jurisdiction in which the current and proposed activities relating to the Spinout Assets makes such qualifications necessary.
(e) Subsidiaries. Wolverine is the registered and beneficial owner of all of the issued and outstanding securities of GIP. Following the Wolverine Arrangement, and as at the Effective Time, SpinCo will have no other subsidiaries other than GIP, and will not hold any shares or securities of any other entity.
(f) Authority and Conflict. Each of Wolverine, SpinCo and GIP has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by it as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by each of Wolverine, SpinCo and GIP and the completion of the transactions contemplated by this Agreement have been or will by the Effective Date be authorized by all necessary corporate action and, subject to approval of the SpinCo Shareholder Resolution and the GIP Shareholder Resolution in the manner contemplated herein, no other corporate proceedings on the part of any of Wolverine, SpinCo or GIP are necessary to authorize this Agreement or the completion of the transactions contemplated hereby. This Agreement has been executed and delivered by each of Wolverine, SpinCo and GIP and constitutes a legal, valid and binding obligation, enforceable against each of Wolverine, SpinCo and GIP in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity.
(g) No Violation. Except as set out in the Wolverine Disclosure Letter, the execution and delivery by each of Wolverine, SpinCo and GIP of this Agreement, and the performance by each of Wolverine, SpinCo and GIP of its obligations hereunder, and the completion of the transactions contemplated hereby (including the consummation of the Wolverine Arrangement), do not and will not:
(i) result in a violation, contravention or breach, or constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:
- (A) the constating documents of Wolverine, SpinCo or GIP;
- (B) any applicable Law; or
- (C) any Contract to which Wolverine, SpinCo or GIP is bound or is subject to or of which Wolverine, SpinCo or GIP is a party,

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Wolverine, SpinCo and GIP (taken as a whole) or on the Spinout Assets; or

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(ii) result in the imposition of any Encumbrance upon any of the Spinout Assets, or restrict, hinder, impair or limit the ability of Wolverine to conduct its business as it is now being conducted, which would, individually or in the aggregate, have a Material Adverse Effect on Wolverine, SpinCo and GIP (taken as a whole) or on the Spinout Assets.
(h) Consents and Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by any of Wolverine, SpinCo or GIP in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than:
(i) the Wolverine Arrangement Approval;
(ii) the approval of the Court in respect of the Wolverine Arrangement;
(iii) the SpinCo Shareholder Approval;
(iv) the GIP Shareholder Approval;
(v) filings required under the ABCA;
(vi) the TSXV Approval;
(vii) the consents disclosed in the Wolverine Disclosure Letter; and
(viii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets.
(i) Directors’ Approvals. The board of directors of Wolverine has:
(i) approved the Wolverine Arrangement and will recommend that the shareholders Wolverine vote in favour thereof;
(ii) determined that the Transaction is in the best interests of Wolverine; and
(iii) authorized the entering into of this Agreement, and the performance of the obligations of Wolverine hereunder.
(j) Contracts. Each of the Material Contracts to which Wolverine, SpinCo or GIP is a party that relates to the Spinout Assets or the transactions contemplated by this Agreement constitutes a valid and legally binding obligation of Wolverine, SpinCo and GIP, as applicable, and is enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).
(k) Waivers and Consents. Except as set out in the Wolverine Disclosure Letter, there are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of Wolverine, SpinCo or GIP that relate to the Spinout Assets or the transaction contemplated by this Agreement.

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(l) No Defaults. Neither Wolverine, SpinCo nor GIP is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Wolverine, SpinCo or GIP under, any Contract or other instrument that is material to the conduct of the business of Wolverine, SpinCo or GIP, or to which Wolverine, SpinCo or GIP is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets. No party to any Contract of Wolverine, SpinCo or GIP has given written notice to Wolverine, SpinCo or GIP (as applicable) of, or made a claim against Wolverine, SpinCo or GIP with respect to, any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets. To the knowledge of Wolverine, no counterparty to any Contract of Wolverine, SpinCo or GIP is any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets.
(m) Absence of Changes. Except as disclosed in the Wolverine Public Documents, since March 31, 2020:
(i) each of Wolverine, SpinCo and GIP has conducted it business only in the ordinary and regular course of business consistent with past practice;
(ii) there has been no Material Adverse Change in respect of Wolverine, SpinCo or GIP (taken as a whole) or the Spinout Assets;
(iii) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Wolverine, SpinCo or GIP of any debt for borrowed money, any creation or assumption by Wolverine, SpinCo or GIP of any Encumbrance in respect of the Spinout Assets or otherwise, any making by Wolverine, SpinCo or GIP of any loan, advance or capital contribution to or investment in any other Person, or any entering into, amendment of, relinquishment, termination or non-renewal by Wolverine, SpinCo or GIP, of any Contract or other right or obligation; and
(iv) Wolverine has not effected any material change in its accounting methods, principles or practices as it relates to the Spinout Assets, other than as disclosed in the Spinout Financial Statements or in the financial statements of Wolverine.
(n) Employment Agreements. Neither Wolverine (exclusively as it relates to the Spinout Assets), SpinCo nor GIP:
(i) is a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with, any director or officer of SpinCo or GIP that would be triggered by Wolverine, SpinCo or GIP entering into this Agreement or the completion of the Transaction;
(ii) is a party to any collective bargaining agreement;
(iii) is, to the knowledge of Wolverine, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement;

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(iv) is subject to any current, pending or threatened strike or lockout;
(v) is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of Wolverine, threatened, or any litigation actual, or to the knowledge of Wolverine, threatened, relating to employment or termination of employment of employees or independent contractors, except for such claims or litigation which individually or in the aggregate would not be reasonably expected to have a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets. To the knowledge of Wolverine, no labour strike, lock-out, slowdown or work stoppage is pending or threatened against or directly affecting Wolverine, SpinCo or GIP, except as would not be reasonably expected to have a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets; or
(vi) has failed to operate 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 Wolverine, threatened proceedings before any board or tribunal with respect to any of the areas listed herein, except where the failure to so operate would not have a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets.
(o) Financial Matters. The consolidated interim financial statements relating to the Spinout Assets for the three and nine months ended December 31, 2020 and the annual consolidated financial statements relating to the Spinout Assets for the financial years ended March 31, 2020 and the period from February 28, 2019 to March 31, 2019, and the respective notes thereto (the “ Spinout Financial Statements ”) were, or in the case of such statements for the three month period ended December 31, 2020, will be, prepared in accordance with IFRS consistently applied, and currently or will, as applicable, fairly present in all material respects the financial condition of Wolverine as it relates to the Spinout Assets at the respective dates indicated and the results of operations of Wolverine as it relates to the Spinout Assets for the periods covered. Except as disclosed in the Spinout Financial Statements, as of the date hereof and as at the Effective Date, there are and will be no liabilities or obligations, whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Spinout Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business since September 30, 2020 which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets.
(p) Books and Records. The corporate records and minute books of Wolverine (as it relates to the Spinout Assets), SpinCo and GIP have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. The financial books and records and accounts of Wolverine (as it relates to the Spinout Assets), SpinCo and GIP in all material respects:
(i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;
(ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of the Spinout Assets; and

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(iii) accurately and fairly reflect the basis for the Spinout Financial Statements.
(q) Litigation. There is no Claim pending or in progress or, to the knowledge of Wolverine, threatened against or relating to Wolverine (as it relates to the Spinout Assets), SpinCo and GIP or affecting any of their respective properties or assets before any Governmental Entity which, individually or in the aggregate, has, or would reasonably be expected to have, a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole), and Wolverine is not aware of any existing ground on which any such Claim might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Wolverine, threatened against or relating to Wolverine (as it relates to the Spinout Assets), SpinCo and GIP before any Governmental Entity. Neither Wolverine (as it relates to the Spinout Assets), SpinCo, GIP, nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of Wolverine (as it relates to the Spinout Assets), SpinCo or GIP to conduct its business in all material respects as carried on as of the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement.
(r) Insurance. Wolverine maintains policies of insurance in relation to the Spinout Assets naming Wolverine as insured in amounts and in respect of such risks as are normal and usual for companies of a similar size and business and such policies are in full force and effect as of the date hereof and shall not be cancelled or otherwise terminated as a result of the Transaction.
(s) Interest in Spinout Assets.
(i) Other than as set out in the Wolverine Disclosure Letter, Wolverine and its whollyowned subsidiaries, directly or indirectly, are the sole legal and beneficial owner and have valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any material title defect or Encumbrance to, or is entitled to the benefits of, the Spinout Assets. As at the Effective Time GIP shall be the sole legal and beneficial owner of the Spinout Assets. To the knowledge of Wolverine, except as set out in the Wolverine Disclosure Letter, the Spinout Assets are not subject to any material title defect or Encumbrance. Wolverine is not aware of any facts or circumstances which might limit, affect or prejudice any of its ownership rights over the Spinout Assets.
(ii) Wolverine has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by Wolverine or any of its subsidiaries under any agreement pertaining to the Spinout Assets and each such lease, contract or other agreement is enforceable and in full force and effect.
(iii) Other than with respect to those Encumbrances in respect of the Spinout Assets as described in the Wolverine Disclosure Letter, which shall be satisfied and discharged in full either prior to the Effective Time or immediately following the repayment of the GIP Note: (A) Wolverine has the exclusive right to deal with the Spinout Assets; (B) no person or entity of any nature whatsoever other than Wolverine has any interest in the Spinout Assets or any right to acquire or otherwise obtain any such interest; (C) none of Wolverine, SpinCo nor GIP have

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received any notice, whether written or oral, from any Governmental Entity or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Spinout Assets; and (v) the Spinout Assets are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by Wolverine under any of the tenures, licenses, leases, documents, instruments or any other agreement pertaining to the Spinout Assets and, to the knowledge of Wolverine, none of the counterparties to such leases, documents, instruments or any other agreements pertaining to the Spinout Assets are in default thereunder except to the extent that such defaults would not result in a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets.

(iv) There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of Wolverine that are threatened, affecting or which would affect Wolverine and its subsidiaries' right, title or interest in the Spinout Assets.

(t) Environmental.

(i) Wolverine is in compliance in all material respects with Environmental Laws as it relates to the Spinout Assets.
(ii) To the knowledge of Wolverine, there is no material Claim which may affect SpinCo, GIP or any of the Spinout Assets, relating to or alleging any violation of Environmental Law.
(iii) Wolverine holds all permits, certificates, certificates of authorization, approvals, orders, licenses or other authorizations required under any Environmental Laws in connection with the operation of the Spinout Assets as presently conducted and the ownership and use thereof, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Wolverine, SpinCo, GIP (taken as a whole) or on the Spinout Assets and, to the knowledge of Wolverine, neither Wolverine (as it relates to the Spinout Assets), SpinCo, GIP nor any of their properties or assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course of business by any Governmental Entity to determine whether any violation of Environmental Laws has occurred or is occurring, and neither Wolverine (as it relates to the Spinout Assets), SpinCo nor GIP is subject to any known material environmental liabilities.
(u) Tax Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Wolverine, SpinCo, GIP (taken as a whole) or on the Spinout Assets:
(i) each of Wolverine, SpinCo and GIP has duly and timely made or prepared all Tax Returns required to be made or prepared by it under applicable Laws, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity, and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon in accordance with applicable Law;

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(ii) each of Wolverine, SpinCo and GIP has:
- (A) duly and timely paid all Taxes and installments of Taxes due and payable by it;
- (B) duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it, and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by applicable Laws to be remitted by it; and
- (C) duly and timely collected all amounts on account of sales or transfer Taxes, including goods and services, harmonized sales and provincial or territorial sales Taxes, required by applicable Laws to be collected by it, and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Laws to be remitted by it;
(iii) to the knowledge of Wolverine, SpinCo and GIP, neither SpinCo nor GIP has, or will at the Effective Time have, any outstanding liabilities in respect of Taxes;
(iv) to the knowledge of Wolverine, the Wolverine Shares currently have, and will immediately prior to the Effective Time have, aggregate paid up capital in an amount of not less than $48.5 million;
(v) the charges, accruals and reserves for Taxes reflected on the Spinout Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the reasonable opinion of Wolverine, adequate under IFRS to cover Taxes with respect to Wolverine, SpinCo, GIP and the Spinout Assets accruing through the date hereof;
(vi) there are no Claims now pending or, to the knowledge of Wolverine, threatened against SpinCo or GIP that propose to assess Taxes in addition to those reported in the Tax Returns;
(vii) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to SpinCo or GIP; and
(viii) each of Wolverine, SpinCo and GIP is, at all relevant times, a "taxable Canadian corporation" within the meaning of the Tax Act.
(v) Private Issuer. SpinCo is not a reporting issuer in any jurisdiction in Canada and there is no published market in respect of the SpinCo Shares.
(w) Compliance with Laws. Each of Wolverine, SpinCo and GIP has complied with, and is not in violation of, any applicable Laws other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets.
(x) Compliance with Anti-Money Laundering and Anti-Terrorist Laws. The operations of Wolverine, SpinCo and GIP are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements of the PCMLTFA and the Anti-Money Laundering Laws; and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving

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Wolverine, SpinCo or GIP with respect to the Anti Money Laundering Laws is pending or, to the best knowledge of Wolverine, threatened.

(y) Corrupt Practices Legislation. None of Wolverine, SpinCo, GIP nor any of their officers, directors or employees acting on behalf of any of them has taken, committed to take or been alleged to have taken any action which would cause Wolverine, SpinCo, GIP or any of their affiliates to be in violation of the United States’ Foreign Corrupt Practices Act (and the regulations promulgated thereunder), the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any applicable Law, and to the knowledge of Wolverine no such action has been taken by any of its agents, representatives or other Persons acting on behalf of Wolverine or any of its affiliates.
(z) No Option on Assets. Other than pursuant to this Agreement, no Person has any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase of any of the Spinout Assets or any of the assets of SpinCo or GIP.
(aa) Certain Contracts. Neither Wolverine, SpinCo nor GIP is a party to or bound by any noncompetition Contract or any other Contract, obligation, judgment, injunction, order or decree that purports to:
(i) limit the manner or the localities in which all or any material portion of the business of Wolverine as it relates to the Spinout Assets is conducted;
(ii) limit any business practice of Wolverine as it relates to the Spinout Assets in any material respect; or
(iii) restrict any acquisition or disposition of any property by Wolverine (as it relates to the Spinout Assets), SpinCo or GIP in any material respect.
(bb) No Broker’s Commission. Neither SpinCo nor GIP has, directly or indirectly, entered into any Contract that would entitle any Person to any valid claim against SpinCo or GIP for a broker’s commission, finder’s fee or any like payment in respect of the Transaction or any other matter contemplated by this Agreement.
(cc) Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon SpinCo or GIP or that has or would be reasonably expected to have the effect of prohibiting, restricting or materially impairing any business practice of SpinCo or GIP, any acquisition of property by SpinCo or GIP, or the conduct of business by SpinCo or GIP as currently conducted.

3.3 Survival of Representations and Warranties

The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

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ARTICLE 4 COVENANTS

4.1 Covenants of Blackheath and BR Subco

Blackheath and BR Subco hereby covenant and agree with Wolverine that prior to the Effective Date, unless Wolverine shall otherwise agree in writing, or as otherwise expressly contemplated or permitted by this Agreement:

(a) Copy of Documents. Blackheath shall furnish promptly to Wolverine a copy of any dealings or communications with any Governmental Entity or Securities Authority in connection with, or in any way affecting, the transactions contemplated by this Agreement.
(b) Certain Actions Prohibited. Blackheath and BR Subco shall not, without the prior written consent of Wolverine, directly or indirectly, do or permit to occur any of the following:
(i) directly or indirectly, solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting, or that may reasonably be expected to lead to, any activity, arrangement or transaction in opposition to or in competition with the Transaction, or undertake any transaction or negotiate any transaction which would be (or potentially would be) in conflict with the Transaction;
(ii) take any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification) inconsistent with the provisions of this Agreement, or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that would reasonably be expected to render, any representation or warranty made by Blackheath or BR Subco in this Agreement untrue or inaccurate at any time on or before the Effective Date if then made, or that would have a Material Adverse Effect on Blackheath and BR Subco (taken as a whole);
(iii) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on, or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on, any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, Blackheath or BR Subco, other than: (A) in connection with the issuance of shares on exercise of Blackheath Options or Blackheath Warrants which are outstanding on the date hereof; (B) in connection with the Subscription Receipt Financing or the conversion of Subscription Receipts into BR Subco Shares; or (C) as contemplated by this Agreement;
(iv) incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, except for the borrowing of working capital in the ordinary and regular course of business and consistent with past practice, or guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person or make any loans or advances, other than the New Credit Facility or as otherwise contemplated by this Agreement;

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(v) make loans, advances or other payments (including routine advances or payments to directors or officers of Blackheath for expenses incurred on behalf of Blackheath) or as required in connection with the Transaction;
(vi) declare, set aside or pay any dividends or distribute any of its properties or assets to the Blackheath Shareholders;
(vii) enter into any Material Contracts, other than in connection with the Transaction or as otherwise contemplated by this Agreement;
(viii) alter or amend its notice of articles or articles, other than as required in connection with the Transaction, including as required to effect the Blackheath Consolidation and the Blackheath Change of Name;
(ix) engage in any business enterprise or other activity different from that carried on as of the date hereof;
(x) except as provided for in the Blackheath Disclosure Letter, sell, pledge, lease, dispose of, grant any interest in, encumber, or agree to sell, pledge, lease, dispose of, grant any interest in or encumber, any of its assets;
(xi) redeem, purchase or offer to purchase any of the Blackheath Shares, BR Subsco Shares or any of their other securities;
(xii) amend the terms of any convertible security issued and outstanding, including the Blackheath Options and Blackheath Warrants; or
(xiii) acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.
(c) Certain Actions. Blackheath and BR Subco shall:
(i) cooperate fully with Wolverine and use reasonable commercial efforts to assist Wolverine in its efforts to complete the Transaction, unless such cooperation and efforts would be in breach of applicable statutory or regulatory requirements; and
(ii) promptly notify Wolverine of:
- (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that would reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of Blackheath and BR Subco (taken as a whole);
- (B) any material Governmental Entity or third person notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) affecting, or potentially affecting, Blackheath or BR Subco in any manner;
- (C) any breach by Blackheath or BR Subco of any covenant or agreement contained in this Agreement; and
- (D) any event occurring subsequent to the date hereof that would render any representation or warranty of Blackheath or BR Subco contained in this

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Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.

(d) Satisfaction of Conditions. Each of Blackheath and BR Subco shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its respective obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to:
(i) obtain all consents, approvals and authorizations as are required to be obtained by Blackheath or BR Subco under any applicable Laws or from any Governmental Entity or Security Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Blackheath and BR Subco (taken as a whole);
(ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;
(iii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement or the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the Blackheath Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Blackheath advises Wolverine in writing that it has received such advice and provides written details thereof to Wolverine; and
(iv) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by Blackheath or BR Subco.
(e) Co-operation. Each of Blackheath and BR Subco shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.
(f) Representations. Each of Blackheath and BR Subco shall use commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of Blackheath and/or BR Subco contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date.
(g) Closing Documents. Each of Blackheath and BR Subco shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by Wolverine, all in form satisfactory to Wolverine, acting reasonably.
(h) BR Subco. In its capacity as the sole shareholder of BR Subco, Blackheath shall:

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(i) take all such action as is necessary or desirable to cause BR Subco to satisfy its obligations hereunder, including without limitation, passing the BR Subco Shareholder Resolution, on or prior to the Effective Date; and
(ii) not cause or permit BR Subco to carry on any business, enter into any transaction or effect any corporate act whatsoever, other than as contemplated herein or as otherwise reasonably necessary to carry out the Amalgamation, unless previously consented to in writing by Wolverine.
(i) Shares. Blackheath will issue, at the Effective Time, Resulting Issuer Shares, in accordance with the terms of the Wolverine Plan of Arrangement and the Amalgamation and the terms hereof, to those SpinCo Shareholders, BR Subco Shareholders (other than Blackheath) and GIP Shareholders (other than SpinCo) who are entitled to receive Resulting Issuer Shares pursuant to the Amalgamation.
(j) Listing of Shares. Until the earlier of: (i) the Effective Time; and (ii) the termination of this Agreement in accordance with Section 6.2, Blackheath shall use commercially reasonable efforts to:
(i) ensure that the Blackheath Shares are continuously listed and posted for trading on the TSXV; and
(ii) obtain the TSXV Approval pursuant to and in accordance with the terms of this Agreement for the Transaction and the listing of the Resulting Issuer Shares to be issued in connection with the Amalgamation.
(k) Blackheath Directors and Officers. Prior to the completion of the Amalgamation, the Blackheath Board shall procure duly executed resignations (effective as of the Effective Time) and mutual releases, in form and substance satisfactory to Wolverine and such directors, each acting reasonably, from each director and officer of Blackheath who will no longer be serving in such capacity or capacities following completion of the Transaction such that, upon the Effective Date, the directors and officers of the Resulting Issuer will be as follows, together with such additional two (2) directors as may be nominated by Wolverine:

Name	Position(s)
Jesse Douglas	Director and Chief Executive Officer
Geeta Sankappanavar	Director
Bruce Chan	Director
John Paul Smith	Secretary

(l) Blackheath Consolidation and Blackheath Change of Name. Blackheath shall, prior to the Effective Time (and, for greater certainty, prior to the conversion of the Subscription Receipts into BR Subco Shares), effect the Blackheath Consolidation and the Blackheath Change of Name.

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(m) Ticker Symbol Change. Blackheath shall, prior to the Effective Time, have taken all steps, and received all regulatory approvals required, to complete the Ticker Symbol Change, effective as at the Effective Time.
(n) Non-solicitation. Blackheath shall promptly provide Wolverine with a complete copy of and full details of any submission, inquiries or proposals or expressions of interest regarding, constituting, or that may reasonably be expected to lead to, any activity, arrangement or transaction in opposition to or in competition with the Transaction, or which would be (or potentially would be) in conflict with the Transaction.
(o) Subscription Receipt Financing. Blackheath and BR Subco shall permit Wolverine and its counsel to review and comment upon drafts of the Subscription Receipt Agreement and all material to be filed or delivered to subscribers in connection with the Subscription Receipt Financing (and shall give reasonable consideration to such comments).
(p) Repayment of GIP Note. Blackheath shall cause Amalco to repay the GIP Note to Wolverine as soon as practicable following the Effective Time, and in any event not later than three (3) Business Days following the Effective Date. Notwithstanding the foregoing, should any Encumbrances remain outstanding in respect of the Spinout Assets as at the time of repayment of the GIP Note Amalco may pay any such outstanding amounts reasonably required to discharge such Encumbrances directly to the creditor for whose benefit such Encumbrance exists, for and on behalf of Wolverine, and Amalco shall be entitled to deduct from the principal amount of the GIP Note any such amount paid on Wolverine's behalf.

4.2 Covenants of Wolverine

Wolverine hereby covenants and agrees with Blackheath that prior to the Effective Date, unless Blackheath shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement:

(a) Copy of Documents. Wolverine shall furnish promptly to Blackheath a copy of any filing under any applicable Laws and any dealings or communications with any Governmental Entity or Securities Authority in connection with, or in any way affecting, the transactions contemplated by this Agreement.
(b) Certain Actions Prohibited. Wolverine shall not, without the prior written consent of Blackheath, directly or indirectly, do or permit to occur any of the following:
(i) take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification), inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that would reasonably be expected to render, any representation or warranty made by Wolverine, SpinCo or GIP in this Agreement untrue or inaccurate in at any time on or before the Effective Date if then made or that would have a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets;
(ii) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on, or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on, any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, SpinCo or GIP, other than as contemplated by this Agreement or Wolverine Arrangement;

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(iii) other than in the ordinary and regular course of business, sell, pledge, lease, dispose of, grant any interest in, encumber, or agree to sell, pledge, lease, dispose of, grant any interest in or encumber, any of the Spinout Assets, other than as contemplated by this Agreement, the Wolverine Disclosure Letter or Wolverine Arrangement;
(iv) amend or propose to amend the articles, by-laws or other constating documents or the terms of any securities of SpinCo or GIP, other than as contemplated in the Wolverine Arrangement;
(v) split, combine or reclassify any outstanding shares of SpinCo or GIP, other than as contemplated in the Wolverine Arrangement;
(vi) redeem, purchase or offer to purchase any shares or other securities of SpinCo or GIP, other than as contemplated in the Wolverine Arrangement;
(vii) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any of the shares of SpinCo or GIP;
(viii) reorganize, amalgamate or merge any of SpinCo or GIP with any other Person, except as contemplated by the Wolverine Arrangement;
(ix) reduce the stated capital of the shares of SpinCo or GIP, except as contemplated by the Wolverine Arrangement;
(x) cause SpinCo or GIP to acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any other Person, except as contemplated by the Wolverine Arrangement;
(xi) except in the ordinary and regular course of business consistent with past practice, allow Wolverine (as it relates to the Spinout Assets), SpinCo or GIP to 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, except for the borrowing of working capital in the ordinary and regular course of business and consistent with past practice, or guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person or make any loans or advances, that would have an adverse effect on the Spinout Assets;
(xii) allow Wolverine (as it relates to the Spinout Assets), SpinCo or GIP to pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, liabilities or obligations other than a payment, discharge or satisfaction in the ordinary and regular course of business consistent with past practice;
(xiii) authorize, recommend or propose any release or relinquishment of any contractual right of Wolverine (as it relates to the Spinout Assets), SpinCo or GIP, except in the ordinary and regular course of business consistent with past practice;
(xiv) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Wolverine, SpinCo or GIP;

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(xv) waive, release, grant, transfer, exercise, modify or amend in any material respect, other than in the ordinary and regular course of business consistent with past practice or where such action or waiver would not have an adverse effect on the Spinco Assets, (i) any material Authorization, lease, concession, contract or other document, or (ii) any other material legal rights or claims;
(xvi) 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 relating to the Spinout Assets, other than in the ordinary and regular course of business consistent with past practice;
(xvii) take any action or fail to take any action which action or failure to act would result in the material 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 material permits necessary to conduct the business as now conducted by the Wolverine as it relates to the Spinout Assets; or
(xviii) making an investment in securities of any person other than in accordance with or as contemplated in this Agreement.
(c) Certain Actions. Wolverine shall promptly notify Blackheath of:
(i) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that would reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of Wolverine, SpinCo or GIP (taken as a whole) or the Spinout Assets;
(ii) any material Governmental Entity or third person notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) affecting, or potentially affecting, Wolverine (as it relates to the Spinout Assets), SpinCo or GIP in any manner;
(iii) any breach by Wolverine, SpinCo or GIP of any covenant or agreement contained in this Agreement; and
(iv) any event occurring subsequent to the date hereof that would render any representation or warranty of Wolverine, SpinCo or GIP contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.
(d) Satisfaction of Conditions. Wolverine shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to:
(i) obtain all consents, approvals and authorizations as are required to be obtained by Wolverine, SpinCo or GIP under any applicable Laws or from any Governmental Entity or Security Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material

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Adverse Effect on Wolverine, SpinCo and GIP (taken as a whole) and on the Spinout Assets;

(ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party hereto before any Governmental Entity;
(iii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement or the transactions contemplated hereby, or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby;
(iv) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by Wolverine, SpinCo or GIP;

provided that, the Parties acknowledge and agree that the environmental and regulatory consents and approvals described in the Wolverine Disclosure Letter are not expected to be received prior to the Effective Time.

(e) Director and Officer.
(i) Other than for claims based on fraud, gross negligence or fraudulent or willful misrepresentation, no director or officer of Blackheath or BR Subco, as applicable, prior to the Effective Time (the “ Former Blackheath Directors and Officers ”) will have any personal liability whatsoever to Wolverine, SpinCo, GIP, Blackheath or BR Subco in respect of any act or omission to act occurring while such person served as a director or officer of Blackheath, or otherwise under this Agreement or any other document delivered in connection with the transactions contemplated hereby. As at and from the Effective Date, Wolverine agrees to defend, indemnify and hold harmless each of the Former Blackheath Directors and Officers from all losses, costs, expenses, judgments or damages (including legal expenses and costs calculated on a 'special costs' basis) arising in such circumstances (subject to the exclusions noted above and provided that such individuals acted honestly and in good faith with a view to the best interests of Blackheath or BR Subco, as applicable) and on the Effective Date, Blackheath shall deliver to such individuals a release in a form acceptable to such individuals, acting reasonable, and customary for a transaction of this nature and reflecting the provisions of this Section 4.2(e).
(ii) This Section 4.2(e) will survive the Effective Time. This Section 4.2(e) is intended for the benefit of, and shall be enforceable by, each of the Former Blackheath Directors and Officers, and the heirs and legal representatives of each such Person and, for such purpose, Blackheath hereby confirms that it is acting as agent and trustee on their behalf.
(f) Wolverine Arrangement.
(i) Wolverine shall use commercially reasonable efforts to implement the Wolverine Arrangement and to obtain the Wolverine Arrangement Approval on or before the Completion Deadline;

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(ii) as soon as reasonably practicable, but in any event not later than March 15, 2021 or such other date as is agreed to by the Parties, Wolverine shall apply to the Court, in a manner reasonably acceptable to Wolverine and Blackheath, acting reasonably, pursuant to section 193(4) of the ABCA for the Interim Order and thereafter diligently seek the Interim Order, and, upon receipt thereof, Wolverine and Blackheath shall forthwith carry out the terms of the Interim Order to the extent applicable to it;
(iii) provided all necessary approvals for the Wolverine Arrangement are obtained from the Wolverine Shareholders, Wolverine shall submit the Wolverine Arrangement to the Court and apply for the Final Order;
(iv) upon the issuance of the Final Order and subject to the satisfaction or waiver of the conditions precedent in Article 5, Wolverine shall forthwith proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Wolverine Arrangement, respectively, with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Wolverine Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any further act or formality;
(v) Wolverine shall permit Blackheath and its counsel to review and comment upon drafts of all material to be filed by Wolverine with the Court in connection with the Wolverine Arrangement (and shall give reasonable consideration to such comments), including the Blackheath Information and any supplement or amendment thereto, and provide counsel to Blackheath on a timely basis with copies of any notice of appearance and evidence served on Wolverine or its counsel in respect of the application for the Interim Order and the Final Order or any appeal therefrom and of any notice (written or oral) received by Wolverine 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; and
(vi) no Party shall file any material with the Court in connection with the Wolverine Arrangement or serve any such material or agree to modify or amend materials so filed or served except as contemplated hereby or with the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Blackheath to agree or consent to any increase in the consideration to be received by the Wolverine Shareholders or other modification or amendment to such filed or served materials that expands or increases Blackheath’s obligations, or diminishes or limits Blackheath’s rights, set forth in any such filed or served materials or under this Agreement.
(g) Discharge of Encumbrances on Spinout Assets. Wolverine shall use its reasonable commercial efforts to cause all Encumbrances on the Spinout Assets to be either waived or satisfied and discharged in full prior to the Effective Time. Wolverine covenants and agrees that it shall ensure that any such Encumbrances on the Spinout Assets which are not waived, satisfied or discharged prior to the Effective Time to be satisfied or discharged in full immediately following the repayment of the GIP Note.
(h) Co-operation. Wolverine, SpinCo or GIP, as applicable, shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

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(i) Representations. Wolverine shall use commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of Wolverine, SpinCo and GIP contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date.
(j) Closing Documents. Wolverine, SpinCo or GIP, as applicable, shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, opinions, resolutions and other closing documents as may be required by Blackheath, all in form satisfactory to Blackheath, acting reasonably.
(k) SpinCo and GIP. In its capacity as the sole shareholder, directly or indirectly, of GIP and incorporator of SpinCo, Wolverine shall:
(i) take all such action within the reasonable control of Wolverine as is necessary or desirable to cause each of SpinCo and GIP to satisfy its obligations hereunder, on or prior to the Effective Date;
(ii) not cause or permit SpinCo or GIP to issue any securities or enter into any agreements to issue or grant options, warrants or rights to purchase any of its securities, or to carry on any business, enter into any transaction or effect any corporate act whatsoever, other than as contemplated herein or in the Wolverine Agreement or as otherwise reasonably necessary to carry out the Amalgamation or the Wolverine Arrangement, unless previously consented to in writing by Blackheath, such consent not to be unreasonably withheld; and
(iii) cause SpinCo to make an election to be considered a public corporation from the beginning of its taxation year.

4.3 Mutual Covenants of Wolverine and Blackheath

(a) Due Diligence. During the term of this Agreement, each of Blackheath and Wolverine will cooperate with any reasonable due diligence review conducted by the other Party in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at each of their principal offices, as each of Blackheath and Wolverine may reasonably request from time to time.
(b) Filing Statement.
(i) Each of Wolverine and Blackheath shall use commercially reasonable efforts to prepare, as promptly as practicable after the date of this Agreement, the Filing Statement, together with any other documents required under securities Laws or the policies of the TSXV in connection with the Transaction. Blackheath shall, as promptly as practicable after obtaining the approval of the TSXV, cause the Filing Statement to be filed on SEDAR.
(ii) Blackheath covenants that the Filing Statement, as it pertains to it or to BR Subco, will comply as to form in all material respects with securities Laws and the policies of the TSXV and that none of the information to be supplied by Blackheath for inclusion or incorporation by reference in the Filing Statement will as at the date thereof contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements

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therein, in light of the circumstances under which they are made, not misleading. All information relating solely to Blackheath or BR Subco included in the Filing Statement shall be in form and content satisfactory to Blackheath, acting reasonably, provided that Wolverine shall be permitted to review and comment on any such information prior to the filing of such Filing Statement.

(iii) Wolverine covenants that the Filing Statement, as it pertains to it, SpinCo, GIP and the Spinout Assets, will comply as to form in all material respects with securities Laws and the policies of the TSXV and that none of the information to be supplied by Wolverine for inclusion or incorporation by reference in the Filing Statement will as at the date thereof contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All information relating solely to Wolverine, SpinCo, GIP and the Spinout Assets included in the Filing Statement shall be in form and content satisfactory to Wolverine, acting reasonably.
(iv) Blackheath and Wolverine shall promptly notify each other if at any time prior to the completion of the Transaction either Party becomes aware that the Filing Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or that the Filing Statement otherwise requires an amendment or supplement, and the Parties shall cooperate using commercially reasonable efforts in the preparation of any amendment or supplement to the Filing Statement or such other document(s) as may be required or appropriate in the circumstances.
(c) Arrangement Circular
(i) Each of Wolverine and Blackheath shall use commercially reasonable efforts to prepare, as promptly as practicable after the date of this Agreement, the Arrangement Circular, together with any other documents required under securities Laws or the policies of the TSXV in connection with the Transaction or the Wolverine Arrangement. Wolverine shall, as promptly as practicable after delivery of the Arrangement Circular, cause the Arrangement Circular to be filed on SEDAR.
(ii) Wolverine covenants that the Arrangement Circular, as it pertains to it or to GIP or SpinCo, will comply as to form in all material respects with securities Laws and the policies of the TSXV. All information relating solely to Wolverine, GIP or SpinCo included in the Arrangement Circular shall be in form and content satisfactory to Wolverine, acting reasonably, and none of such information will as at the date thereof contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iii) Each of Blackheath and BR Subco covenant that the Arrangement Circular, as it pertains to it or BR Subco, will comply as to form in all material respects with securities Laws and the policies of the TSXV and that none of the information to be supplied by Blackheath or BR Subco or inclusion or incorporation by reference in the Arrangement Circular will as at the date thereof contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or

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necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All information relating solely to Blackheath or BR Subco included in the Arrangement Circular shall be in form and content satisfactory to Blackheath, acting reasonably.

(iv) Blackheath and Wolverine shall promptly notify each other if at any time prior to the completion of the Transaction either Party becomes aware that the Arrangement Circular contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or that the Arrangement Circular otherwise requires an amendment or supplement, and the Parties shall cooperate using commercially reasonable efforts in the preparation of any amendment or supplement to the Arrangement Circular or such other document(s) as may be required or appropriate in the circumstances.

(d) Completion of Transaction.

(i) Each of the Parties shall comply with the policies of the TSXV and, if required by the TSXV in connection with the approval of the Transaction, the Parties will obtain sponsorship of the Transaction under TSXV Policy 5.2 and TSXV Policy 2.2 - Sponsorship . In such event, the sponsor shall be a member firm of the TSXV acceptable to each of Blackheath and Wolverine, each acting reasonably.
(ii) The Blackheath Board shall approve resolutions, to be effective as of the Effective Time, to:
- (A) accept the resignations of the directors and officers of Blackheath that will no longer be serving in such capacity following the completion of the Transaction;
- (B) change the composition of the Blackheath Board such that it will be comprised of the individuals listed in Section 4.1(k);
- (C) authorize and complete the Blackheath Change of Name; and
- (D) authorize and complete the Ticker Symbol Change.
(e) Confidential Information. Each of Wolverine and Blackheath agrees that any information as to the other Party’s financial condition, business, properties, title, assets and affairs (including any material contracts) received from the other Party as part of its due diligence investigations in connection with the transactions contemplated in this Agreement, including information which, at the time of receipt had not become generally available to the public, was not available to a Party or its representatives on a non-confidential basis before December 1, 2020 or does not become available to a Party or its representatives on a non-confidential basis from a person who is not, to the knowledge of the Party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the Party or its representatives (“ confidential information ”), will be kept confidential by such Party for a period of the shorter of: two (2) years from the date hereof; and the Effective Time. Prior to releasing any confidential information, Wolverine or Blackheath, as applicable, may require the recipient of the confidential information to enter into a mutually acceptable confidentiality agreement. No confidential information may be released to third parties

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without the consent of the provider thereof, except that the Parties agree that they will not unreasonably withhold such consent to the extent that such confidential information is compelled to be released by legal process or must be released to regulatory bodies and/or included in public documents (including the Filing Statement or Arrangement Circular). The provisions of this Section 4.3(e) shall survive the termination of this Agreement.

(f) Pricing of Subscription Receipts and Amendment of Agreement and Wolverine Plan of Arrangement. Each of the Parties acknowledge and agree that this Agreement and the Wolverine Plan of Arrangement have been drafted in contemplation of the Subscription Receipt Financing being completed at a price of $10.00 per Subscription Receipt. The Parties further acknowledge and agree that, Wolverine, Blackheath and the Agents may determine that the price per Subscription Receipt to be offered pursuant to the Subscription Receipt Financing be set at a price other than $10.00 (such alternate price per subscription receipt being the " Alternate Price "). In the event that the price per Subscription Receipt is ultimately set at an Alternate Price each of the Parties covenants and agrees that they shall amend this Agreement and the Wolverine Plan of Arrangement in such fashion as is required to reflect such Alternate Price, provided that the ratio of ownership of Resulting Issuer Shares following the Effective Time as among the Blackheath Shareholders, Wolverine Shareholders, Wolverine and holders of Subscription Receipts remains unaffected by such amendments relating to the Alternate Price. Without limiting the foregoing, each of the Parties acknowledges and agrees that any such amendment to this Agreement and the Wolverine Plan of Arrangement shall include the amendment of:
(i) the definition of "Blackheath Consolidation" in each of this Agreement and the Wolverine Plan of Arrangement to reflect the required changes in the number of Resulting Issuer Shares to be issued and outstanding immediately prior to the Effective Date;
(ii) Sections 2.3(q), 2.3(r)(ii) and 2.3(r)(v) of the Wolverine Plan of Arrangement to reflect the required changes in the number of GIP Class C Shares and Resulting Issuer Shares, as applicable, to be issued to SpinCo, the holders of SpinCo Common Shares immediately before the Amalgamation and the GIP Shareholders (other than SpinCo) (each as defined in the Wolverine Plan of Arrangement); and
(iii) Sections 2.1(f)(i) and 2.1(f)(iv) of this Agreement to reflect the required changes in the number of Resulting Issuer Shares to be issued as a result of such Alternate Price.

ARTICLE 5 CONDITIONS

5.1 Mutual Conditions in Favour of Wolverine and Blackheath

The respective obligations of the Parties to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below:

(a) BR Subco shall have completed the Subscription Receipt Financing for minimum gross proceeds to BR Subco of $75,000,000 and all escrow release conditions thereof shall have been satisfied with the exception of the filing of the Articles of Arrangement;
(b) the BR Subco Shareholder Approval shall have been obtained in accordance with the provisions of the ABCA;

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(c) the SpinCo Shareholder Approval shall have been obtained in accordance with the provisions of the ABCA and the board of directors of SpinCo shall have passed a resolution establishing the redemption price per share of the SpinCo Preferred Shares in accordance with the terms of the Wolverine Plan of Arrangement;
(d) the GIP Shareholder Approval shall have been obtained in accordance with the provisions of the ABCA;
(e) the Wolverine Arrangement Approval shall have been obtained in accordance with the provisions of the ABCA;
(f) each of Blackheath, BR Subco, Wolverine, SpinCo and GIP shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by each of Blackheath, BR Subco, Wolverine, SpinCo and GIP, to permit the consummation of the Wolverine Arrangement and the Amalgamation and all other matters contemplated in this Agreement;
(g) the TSXV Approval shall have been obtained on terms and conditions acceptable to each of the Parties, acting reasonably;
(h) except in connection with the Subscription Receipt Financing or as set out in the Blackheath Disclosure Letter, BR Subco shall not have engaged in any business enterprise or other activity or have any assets or liabilities;
(i) SpinCo and GIP shall not have engaged in any business enterprise or other activity or have any assets or liabilities (other than those relating to the Spinout Asset or resulting from the Wolverine Arrangement);
(j) the Spinout Assets shall have been conveyed to GIP in the manner described in Schedule 2.1(b) to the Wolverine Disclosure Letter;
(k) the Transition Services Agreement shall have been entered into by Blackheath and Wolverine in a form acceptable to each of Blackheath and Wolverine, acting reasonably, and containing substantially the terms described in Schedule 2.1(b) of the Wolverine Disclosure Letter;
(l) the distribution of the Resulting Issuer Shares to the SpinCo Shareholders, GIP Shareholders and the holders of Subscription Receipts pursuant to the Amalgamation and the Wolverine Arrangement shall be exempt from the prospectus and registration requirements under applicable Canadian securities Laws and, except with respect to persons deemed to be “ control persons ”, such Resulting Issuer Shares shall not be subject to any resale restrictions in Canada under applicable Canadian securities Laws; and
(m) the Resulting Issuer Shares to be issued to the SpinCo Shareholders and GIP Shareholders pursuant to the Amalgamation and the Wolverine Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and will not be subject to resale restrictions under the U.S. Securities Act or subject to restrictions applicable to affiliates (as defined in Rule 405 of the U.S. Securities Act) except as noted in Section 2.16.

The foregoing conditions are for the mutual benefit of the Parties and may be waived by mutual consent of Wolverine and Blackheath in writing at any time. No such waiver shall be of any effect unless it is in writing signed by both Parties. If any of such conditions shall not be complied with or waived as aforesaid on or

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before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, any Party may terminate this Agreement by written notice to the others in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such terminating Party.

5.2 Blackheath Conditions

The obligation of Blackheath and BR Subco to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

(a) Blackheath shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of Wolverine, SpinCo, GIP and the Spinout Assets in scope and determination satisfactory to Blackheath, acting reasonably, provided the foregoing shall cease to be a condition precedent in favour of Blackheath and BR Subco upon completion of the Subscription Receipt Financing;
(b) the representations and warranties made by Wolverine, SpinCo and GIP in this Agreement that are qualified by the expression “material”, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct as of the date of this Agreement and as of the Effective Date as if made on and as of the Effective Date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Wolverine, SpinCo and GIP in this Agreement which are not so qualified shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Date as if made on and as of the Effective Date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and Wolverine shall have provided to Blackheath a certificate of two officers thereof certifying the same as of the Effective Date. No representation or warranty made by Wolverine, SpinCo and GIP hereunder shall be deemed not to be true and correct if the facts or circumstances which make such representation or warranty untrue or incorrect are disclosed or referred to, or provided for, or stated to be exceptions under this Agreement;
(c) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of Wolverine, SpinCo or GIP (taken as a whole) or the Spinout Assets;
(d) Wolverine, SpinCo and GIP shall have complied in all material respects with their covenants herein and Wolverine shall have provided to Blackheath a certificate of two officers thereof, certifying that, as of the Effective Date, Wolverine, SpinCo and GIP have so complied with their covenants herein;
(e) all Encumbrances on the Spinout Assets shall have been either satisfied and discharged in full or satisfactory arrangements shall have been made for the satisfaction and discharge of such Encumbrances in full immediately following the repayment of the GIP Note; and
(f) the Former Blackheath Directors and Officers shall have received the releases referred to in Section 4.2(e)(i) hereof.

The foregoing conditions are for the benefit of Blackheath and may be waived, in whole or in part, by Blackheath in writing at any time. No such waiver shall be of any effect unless it is in writing signed by

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Blackheath. If any of such conditions shall not be complied with or waived by Blackheath on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, Blackheath may terminate this Agreement by written notice to GIP in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Blackheath.

5.3 Wolverine Conditions

The obligation of Wolverine to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

(a) Wolverine shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of Blackheath and BR Subco in scope and determination satisfactory to Wolverine, acting reasonably, provided the foregoing shall cease to be a condition precedent in favour of Wolverine upon completion of the Subscription Receipt Financing;
(b) the Blackheath Board shall have procured duly executed: (i) resignations and releases, effective at the Effective Time, from each director and officer of Blackheath who will no longer be serving in such capacity or capacities following completion of the Transaction; and (ii) the mutual termination of each of the management and services agreements currently in place between Blackheath and each of Kerry M. Spong, Andros Capital Corp. and Midas Management Inc., and the waiver of any termination payments which would otherwise remain owing and outstanding thereunder following the Effective Time;
(c) the representations and warranties made by Blackheath and BR Subco in this Agreement that are qualified by the expression “material”, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct as of the date of this Agreement and as of the Effective Date as if made on and as of the Effective Date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Blackheath and BR Subco in this Agreement which are not so qualified shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Date as if made on and as of the Effective Date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and Blackheath shall have provided to Wolverine a certificate of two officers thereof certifying the same as of the Effective Date. No representation or warranty made by Blackheath hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to, or provided for, or stated to be exceptions under this Agreement;
(d) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of Blackheath and BR Subco (taken as a whole);
(e) Blackheath shall have complied in all material respects with its covenants herein and Blackheath shall have provided to Wolverine a certificate of two officers thereof certifying that, as of the Effective Date, Blackheath has so complied with its covenants herein.
(f) each of Blackheath and BR Subco shall have completed such acts and delivered to Wolverine such documents and other information as Wolverine, or any regulatory authority

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or body having jurisdiction, shall have reasonably requested or required including, without limitation, any acts or documents required to effect the Amalgamation, the Blackheath Consolidation, the Blackheath Change of Name and the Ticker Symbol Change; and

(g) neither Blackheath, BR Subco nor any of their securities shall be the subject of any cease trade order or regulatory inquiry or investigation in any jurisdiction.
(h) each of the senior officers, directors and insiders of Blackheath (the " Lock-Up Individuals ") shall have delivered to Wolverine, concurrently with the execution of this Agreement, an agreement in form and substance satisfactory to Wolverine, which provides that: (i) such Lock-Up Individual shall vote in favour of any and all resolutions which may be required in order to complete the Transaction; and (ii) such Lock-Up Individual agrees not to directly or indirectly, offer, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any common shares/ or securities convertible into, exchangeable for, or otherwise exercisable to acquire common shares or other equity securities of the Resulting Issuer for a period of 18 months from the Effective Date, without the prior written consent of Wolverine, such consent not to be unreasonably withheld or as otherwise permitted in accordance with the following sentence. Notwithstanding the foregoing, except that each LockUp Individual shall be permitted to sell up to 1/3 of the total number of Resulting Issuer securities held by such Lock-Up Individual at the Effective Time (and after giving effect to the Transaction) at any time after 6 months from the Effective Date and an additional 1/3 of such securities at any time after 12 months from the Effective Date.
(i) Blackheath shall have applied for and received a new CUSIP number in respect of the Resulting Issuer Shares and shall have delivered the Letter of Transmittal to each of the registered Blackheath Shareholders in order to facilitate the exchange of certificates representing Blackheath Shares for certificates representing the Resulting Issuer Shares.
(j) Wolverine Shareholders holding not greater than 5% of the outstanding Wolverine Shares shall have exercised Dissent Rights in connection with the Wolverine Arrangement.
(k) All of the Blackheath Options and Blackheath Warrants shall have been exercised prior to the Effective Time and the exercise price for such Blackheath Warrants and Blackheath Options paid to Blackheath.
(l) The Blackheath Board shall have passed a resolution to add, as at the Effective Time, to the stated capital account maintained in respect of the Resulting Issuer Shares, an amount equal to the aggregate paid-up capital for the purposes of the Tax Act of the SpinCo Shares immediately before the Effective Time plus the aggregate paid-up capital for the purposes of the Tax Act of the BR Subco Shares immediately before the Effective Time plus the aggregate paid-up capital for the purposes of the Tax Act of the GIP Shares held by Wolverine immediately before the Effective Time.

The foregoing conditions are for the benefit of Wolverine and may be waived, in whole or in part, by Wolverine in writing at any time. No such waiver shall be of any effect unless it is in writing signed by Wolverine. If any of such conditions shall not be complied with or waived by Wolverine on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, Wolverine may terminate this Agreement by written notice to Blackheath in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Wolverine.

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5.4 Notice and Cure Provisions

Each of Wolverine and Blackheath shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would or would be likely to:

(a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date;
(b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party on or before the Effective Date; or
(c) result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Section 5.1, 5.2 or 5.3, as the case may be.

Except as otherwise herein provided, each of Wolverine and Blackheath may:

(d) elect not to complete the transactions contemplated hereby by virtue of any of the conditions for its benefit contained in Section 5.1, 5.2 or 5.3 not being satisfied or waived; or
(e) exercise any termination right arising therefrom; provided, however, that:
(i) promptly and in any event prior to the Effective Date, the Party hereto intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be; and
(ii) if any such notice is delivered, and a Party proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured prior to the Completion Deadline to the satisfaction of the Party delivering such notice, acting reasonably, no party may terminate this Agreement until the earlier of: (A) ten (10) Business Days from the date of delivery of such notice; and (B) the Completion Deadline, if such matter has not been cured by such date (except that, in each case and for greater certainty) no cure period shall be provided for a breach which by its nature cannot be cured.

5.5 Merger of Conditions

If no notice has been sent by either Party pursuant to Section 5.4 prior to the Effective Date, the conditions set out in Section 5.1, 5.2 or 5.3 shall be conclusively deemed to have been satisfied, fulfilled or waived as of the Effective Time.

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment

This Agreement may, at any time and from time to time, be amended by mutual written agreement of the Parties, and any such amendment may, without limitation:

(a) change the time for the performance of any of the obligations or acts of any of the Parties;

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(b) waive any inaccuracies in, 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 the performance of any of the obligations of any of the parties hereto; and
(d) waive compliance with, or modify, any condition herein contained.

6.2 Termination

This Agreement may be terminated at any time prior to the Effective Time (or such earlier time as specified below):

(a) by mutual written agreement by Blackheath and Wolverine;
(b) subject to Section 5.4:
(i) by Blackheath or by Wolverine, if any of the conditions in Section 5.1 for the benefit of the terminating party is not satisfied or waived in accordance with such Section 5.1;
(ii) by Blackheath, if any condition in Section 5.2 is not satisfied or waived in accordance with such Section 5.2, provided that Blackheath may only terminate this Agreement pursuant to Section 5.2(a) [Due Diligence] on or before the completion of the Subscription Receipt Financing; or
(iii) by Wolverine, if any condition in Section 5.3 is not satisfied or waived in accordance with such Section 5.3, provided that Wolverine may only terminate this Agreement pursuant to Section 5.3(a) [Due Diligence] on or before the completion of the Subscription Receipt Financing;
(c) by Wolverine if there is a material breach of any covenants of Blackheath or BR Subco contained herein by Blackheath or BR Subco or any of their directors, officers, employees, agents, consultants or other representatives, in each case on or before the Effective Date, which breach cannot be cured or, if curable, is not cured within ten (10) Business Days following written notice of breach from Wolverine;
(d) by Blackheath if there is a material breach of any covenants of Wolverine, SpinCo or GIP contained herein by Wolverine, SpinCo or GIP or any of their respective directors, officers, employees, agents, consultants or other representatives, in each case on or before the Effective Date, which breach cannot be cured or, if curable, is not cured within ten (10) Business Days following written notice of breach from Blackheath;
(e) by Blackheath or Wolverine if the Wolverine Arrangement and the Amalgamation have not have been completed by the Completion Deadline; or
(f) by Blackheath or Wolverine if the requisite number of Wolverine Shareholders required to approve the Wolverine Arrangement Approval fail to vote in favour of the Wolverine Arrangement Approval at the Wolverine Meeting.

provided that any termination by a Party in accordance with the paragraphs above shall be made by such Party delivering written notice thereof to the other Parties prior to the earlier of the Effective Date and the Completion Deadline and specifying therein in reasonable detail the matter or matters giving rise to such termination right.

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ARTICLE 7 GENERAL

7.1 Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and shall be delivered by hand or by courier to the Party or Parties to which the notice is to be given at the following address or sent by electronic means to the following numbers or to such other address or email address as shall be specified by such other Party or Parties by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by electronic means be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 5:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

The address for service of each of the Parties shall be as follows:

(a) if to Blackheath:

Blackheath Resources Inc. 23[rd] Floor, 1177 West Hastings Street Vancouver, British Columbia V6E 4T5

Attention: Alexander Langer E-mail: [REDACTED]

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

McMillan LLP TD Canada Trust Tower, Suite 1700 421 7[th] Avenue SW Calgary, Alberta T2P 4K9

Attention: Paul Barbeau Email: [REDACTED]

(b) if to Wolverine:

Wolverine Energy and Infrastructure Inc. 1711 – 9st Nisku, Alberta T9E 0R3 Attention: Jesse Douglas E-mail: [REDACTED]

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

Bennett Jones LLP Suite 4500, 855 – 2[nd] Street S.W. Calgary, Alberta T2P 4K7

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Attention: Bruce Hibbard Email: [REDACTED]

7.2 Equitable Relief

The Parties acknowledge and agree that an award of money damages may be inadequate for any breach of this Agreement by any Party or its representatives and advisors and that such breach may cause the non breaching Parties irreparable harm. Accordingly, the Parties agree that, in the event of any such breach or threatened breach of this Agreement, Blackheath (if Wolverine, SpinCo or GIP is the breaching Party) or Wolverine (if Blackheath or BR Subco is the breaching Party) will be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief and specific performance. Such equitable remedies will not be the exclusive remedies for any breach of this Agreement, but will be in addition to all other remedies available hereunder or at law or in equity to each of the Parties.

7.3 Expenses

The Parties agree that each Party shall pay for its costs incurred in connection with this Agreement and the transactions contemplated hereby and the preparation of the Filing Statement and Arrangement Circular, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors, and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses, whether or not the Transaction is completed.

7.4 Time of the Essence

Time shall be of the essence in this Agreement.

7.5 Entire Agreement

This Agreement together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.

7.6 Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Amalgamation.

7.7 Governing Law

This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Alberta and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Alberta. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta.

7.8 Execution in Counterparts

This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile, email or other

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functionally equivalent electronic means of transmission shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering an executed counterpart of the signature page to this Agreement by facsimile, email or other functionally equivalent electronic means of transmission to any other Party shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other Party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

7.9 Waiver

No waiver or release by any Party shall be effective unless in writing and executed by the Party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in Section 6.1.

7.10 No Personal Liability

No director, officer or employee of Blackheath shall have any personal liability to Wolverine, SpinCo or GIP under this Agreement. No director, officer or employee of Wolverine, SpinCo or GIP shall have any personal liability to Blackheath or BR Subco under this Agreement.

7.11 Enurement and Assignment

This Agreement shall enure to the benefit of the Parties and their respective successors and permitted assigns and shall be binding upon the Parties and their respective successors. This Agreement may not be assigned by any Party without the prior written consent of the other Parties.

[EXECUTION PAGE FOLLOWS]

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

BLACKHEATH RESOURCES INC.

Per: (signed) Alexander Langer Name: Alexander Langer Title: President and Chief Executive Officer

GREEN IMPACT OPERATING CORP.

Per: (signed) Alexander Langer Name: Alexander Langer Title: Director

WOLVERINE ENERGY AND INFRASTRUCTURE INC.

Per: (signed) Jesse Douglas Name: Jesse Douglas Title: Chief Executive Officer

GREEN IMPACT PARTNERS SPINCO INC.

Per: (signed) Jesse Douglas Name: Jesse Douglas Title: Director

GREEN IMPACT PARTNERS INC.

Per: (signed) Jesse Douglas Name: Jesse Douglas Title: President and Secretary

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SCHEDULE A

ARTICLES OF AMALGAMATION

(see attached)

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Articles of Amalgamation Business Corporations Act Section 185

Name of Amalgamated Corporation

GREEN IMPACT OPERATING CORP.

The classes of shares, and any maximum number of shares that the corporation is authorized to issue:

See attached schedule.

Restrictions on share transfers ( if any ):

The transfer of shares is restricted in accordance with the other rules or provisions of these articles.

Number, or minimum and maximum number of directors:

Minimum of 1, maximum of 10.

If the corporation is restricted FROM carrying on a certain business or restricted TO carrying on a certain business, specify the restriction(s):

None.

Other provisions ( if any ): See attached schedule.
Name of Amalgamating Corporations Corporate Access Number Green Impact Operating Corp. 2023232420 Green Impact Partners Spinco Inc. 2023138064 Green Impact Partners Inc. 2023029008

Name of Person Authorizing (please print) Signature Title (please print) Date

This information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to the Freedom of Information and Protection of Privacy Coordinator for the Alberta Government, Box 3140, Edmonton, Alberta T5J 2G7, (780) 427-7013.

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SCHEDULE TO THE ARTICLES OF GREEN IMPACT OPERATING CORP. (the “Corporation”)

Share Structure:

The Corporation is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, with rights, privileges, restrictions and conditions as follows:

COMMON SHARES

1. Voting Rights

Each holder of common shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation and to vote thereat, except meetings at which only holders of a specified class of shares (other than common shares) or specified series of shares are entitled to vote. At all meetings of which notice must be given to the holders of the common shares, each holder of common shares shall be entitled to one vote in respect of each common share held by such holder.

2. Dividends

3. Liquidation, Dissolution or Winding-up

The holders of the common shares shall be entitled, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to receive the remaining property of the Corporation on a liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or on any other return of capital or distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs.

PREFERRED SHARES

The preferred shares may at any time and from time to time be issued in one or more series, each series to consist of such number of shares as may, before the issue thereof, be determined by resolution of the directors of the Corporation; and
Subject to the provisions of the Business Corporations Act (Alberta), the directors of the Corporation may by resolution fix from time to time before the issue thereof the designation, rights, privileges, restrictions and conditions attaching to each series of the preferred shares.

Other Rules or Provisions:

No holder of securities of the Corporation (other than non-convertible debt securities of the Corporation) is entitled to transfer any securities without either:
(a) if the transfer of such securities is restricted by any security holders’ agreement, complying with such restrictions in such agreement; or
(b) if there are no such restrictions, either:

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(i) the approval of the directors of the Corporation expressed by a resolution passed by the directors at a meeting of the board of directors or by a resolution in writing signed by all of the directors of the Corporation; or
(ii) the approval of (A) the holders of at least a majority of the shares of the Corporation entitling the holders thereof to vote on that resolution expressed by a resolution passed at a meeting of the holders of such shares, or (B) all of the holders of shares of the Corporation entitling the holders thereof to vote on that resolution expressed by a resolution in writing signed by all of the holders of such shares.
The Corporation is entitled to a lien on any share registered in the name of a shareholder or the shareholder’s legal representative for a debt of that shareholder to the Corporation.
A holder of a fractional share is entitled to exercise voting rights and to receive dividends in respect of such fractional share.
Subject to the Business Corporations Act (Alberta), the directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual general meeting, but the number of the additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.

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SCHEDULE B

FORM OF BR SUBCO SHAREHOLDER RESOLUTION

BE IT RESOLVED as a special resolution that:

the amalgamation (the “ Amalgamation ”) under Section 181 of the Business Corporations Act (Alberta), as amended (the “ ABCA ”) of Green Impact Operating Corp. (the “ Corporation ”), a wholly-owned subsidiary of Blackheath Resources Inc. (“ Blackheath ”), Green Impact Partners Spinco Inc. (“ SpinCo ”) and Green Impact Partners Inc. (“ GIP ”), a wholly-owned subsidiary of Wolverine Energy and Infrastructure Inc. (“ Wolverine ”), pursuant to the terms and conditions contained in the amalgamation and arrangement agreement (the “ Amalgamation Agreement ”), dated as of February 16, 2021 among the Corporation, Blackheath, Wolverine, SpinCo and GIP (as the same may be or has been modified, amended, restated or supplemented), and the Corporation’s participation in the Plan of Arrangement, pursuant to Section 193 of the ABCA, among the Corporation, Wolverine, SpinCo and GIP (the “ Wolverine Plan of Arrangement ”), is hereby authorized and approved;
the entering into, execution and delivery by the Corporation of the Amalgamation Agreement is hereby ratified, confirmed, authorized and approved;
the articles of the amalgamated corporation shall be the articles appended to the Amalgamation Agreement;
any one officer or director of the Corporation is hereby authorized and directed, on behalf of the Corporation, to execute and deliver an amalgamation application to effect the Amalgamation and to file same with the Registrar of Companies as contemplated by the ABCA with respect to the Amalgamation;
notwithstanding the passing of these special resolutions, the board of directors of the Corporation may, in its sole discretion, determine not to file articles of amalgamation giving effect to the actions here in, without any further approval of the shareholders of the Corporation; and
any one officer or director of the Corporation is hereby authorized and directed for and on behalf of and in the name of the Corporation to execute, under the seal of the Corporation or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things, including delivering such documents as are necessary or desirable to Registrar of Companies for filing in accordance with the Amalgamation Agreement, as such officer or director, may deem necessary or desirable to implement the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing.

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SCHEDULE C

FORM OF SPINCO SHAREHOLDER RESOLUTION

BE IT RESOLVED as a special resolution that:

the amalgamation (the “ Amalgamation ”) under Section 181 of the Business Corporations Act (Alberta), as amended (the “ ABCA ”) of SpinCo (the “ Corporation ”), Green Impact Partners Inc. (“ GIP ”), a wholly-owned subsidiary of Wolverine Energy and Infrastructure Inc. (“ Wolverine ”) and Green Impact Operating Corp. (“ BR Subco ”), a wholly-owned subsidiary of Blackheath Resources Inc. (“ Blackheath ”), pursuant to the terms and conditions contained in the amalgamation and arrangement agreement (the “ Amalgamation Agreement ”), dated as of February 16, 2021 among the Corporation, Wolverine, GIP, Blackheath and BR Subco (as the same may be or has been modified, amended, restated or supplemented), and the Corporation’s participation in the Plan of Arrangement, pursuant to Section 193 of the ABCA, among the Corporation, Wolverine, GIP and BR Subco (the “ Wolverine Plan of Arrangement ”), is hereby authorized and approved;
the entering into, execution and delivery by the Corporation of the Amalgamation Agreement is hereby ratified, confirmed, authorized and approved;
the articles of the amalgamated corporation shall be the articles appended to the Amalgamation Agreement;
any one officer or director of the Corporation is hereby authorized and directed, on behalf of the Corporation, to execute and deliver an amalgamation application to effect the Amalgamation and to file same with the Registrar of Companies as contemplated by the ABCA with respect to the Amalgamation;
notwithstanding the passing of these special resolutions, the board of directors of the Corporation may, in its sole discretion, determine not to file articles of amalgamation giving effect to the actions here in, without any further approval of the shareholders of the Corporation; and
any one officer or director of the Corporation is hereby authorized and directed for and on behalf of and in the name of the Corporation to execute, under the seal of the Corporation or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things, including delivering such documents as are necessary or desirable to Registrar of Companies for filing in accordance with the Amalgamation Agreement, as such officer or director, may deem necessary or desirable to implement the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing.

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SCHEDULE D

FORM OF GIP SHAREHOLDER RESOLUTION

BE IT RESOLVED as a special resolution that:

the amalgamation (the “ Amalgamation ”) under Section 181 of the Business Corporations Act (Alberta), as amended (the “ ABCA ”) of Green Impact Partners Inc. (the “ Corporation ”), a whollyowned subsidiary of Wolverine Energy and Infrastructure Inc. (“ Wolverine ”), Green Impact Operating Corp. (“ BR Subco ”), a wholly-owned subsidiary of Blackheath Resources Inc. (“ Blackheath ”) and Green Impact Partners Spinco Inc. (“ SpinCo ”), pursuant to the terms and conditions contained in the amalgamation and arrangement agreement (the “ Amalgamation Agreement ”), dated as of February 16, 2021 among the Corporation, Blackheath, Wolverine, SpinCo and BR Subco (as the same may be or has been modified, amended, restated or supplemented), and the Corporation’s participation in the Plan of Arrangement, pursuant to Section 193 of the ABCA, among the Corporation, Wolverine, SpinCo and BR Subco (the “ Wolverine Plan of Arrangement ”), is hereby authorized and approved is hereby authorized and approved;
the entering into, execution and delivery by the Corporation of the Amalgamation Agreement is hereby ratified, confirmed, authorized and approved;
the articles of the amalgamated corporation shall be the articles appended to the Amalgamation Agreement;
any one officer or director of the Corporation is hereby authorized and directed, on behalf of the Corporation, to execute and deliver an amalgamation application to effect the Amalgamation and to file same with the Registrar of Companies as contemplated by the ABCA with respect to the Amalgamation;
notwithstanding the passing of these special resolutions, the board of directors of the Corporation may, in its sole discretion, determine not to file articles of amalgamation giving effect to the actions here in, without any further approval of the shareholders of the Corporation; and
any one officer or director of the Corporation is hereby authorized and directed for and on behalf of and in the name of the Corporation to execute, under the seal of the Corporation or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things, including delivering such documents as are necessary or desirable to Registrar of Companies for filing in accordance with the Amalgamation Agreement, as such officer or director, may deem necessary or desirable to implement the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing.

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SCHEDULE E

PLAN OF ARRANGEMENT

(see attached)

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PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

ARTICLE I INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms will have the indicated meanings and grammatical variations of such words and terms will have corresponding meanings:

" ABCA " means the Business Corporations Act, R.S.A. 2000, c. B-9;

" Amalco " means the corporation resulting from the Amalgamation;

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

" Amalgamation " means the amalgamation of SpinCo, GIP and BR Subco pursuant to Section 2.3(r) of this Plan of Arrangement;

" Amalgamation Agreement " means the Amalgamation and Arrangement Agreement dated February 16, 2021 among Blackheath, BR Subco, the Corporation, SpinCo and GIP, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms;

" Amalgamation Agreement Wolverine Disclosure Letter " means disclosure letter with respect to the Corporation, SpinCo and GIP signed by the Corporation and delivered to Blackheath at the time of execution of the Amalgamation Agreement;

" Arrangement " means the arrangement under section 193 of the ABCA 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 the provisions of this Plan of Arrangement or made at the direction of the Court in the Final Order, with the consent of the Corporation and Blackheath, each acting reasonably;

" Arrangement Resolution " means the special resolution to approve the Arrangement to be presented to the Corporation Shareholders at the Corporation Meeting, in substantially the form set forth in the Information Circular;

" Articles of Amalgamation " means the articles of amalgamation in respect of the Amalgamation, substantially in the form set out in Schedule A to the Amalgamation Agreement, required under subsection 185(1) of the ABCA to be filed with the Registrar to give effect to the Amalgamation;

" Articles of Arrangement " means the articles of arrangement of the Corporation in respect of the Arrangement required under section 193(10)(b) of the ABCA to be sent to the Registrar after the Final Order has been granted, giving effect to the Arrangement, which shall be in a form and content satisfactory to both the Corporation and Blackheath, each acting reasonably;

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" Blackheath " means Blackheath Resources Inc., a corporation existing under the laws of the Province of British Columbia;

" Blackheath Consolidation" means the consolidation of the outstanding Blackheath Shares, on such basis as is required such that following the exercise in full of all options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) outstanding and obligating Blackheath to issue or sell any Blackheath Shares or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any Blackheath Shares, there shall be 300,000 Resulting Issuer Shares issued and outstanding (but prior to giving effect to the Subscription Receipt Financing and the other transactions contemplated by the Amalgamation Agreement);

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

" BR Subco " means Green Impact Partners Operating Corp., a corporation subsisting under the laws of the Province of Alberta;

" BR Subco Shareholders " means the holders of the common shares of BR Subco;

" BR Subco Shares " means common shares in the capital of BR Subco;

" business day " means any day, other than a Saturday, a Sunday or a statutory holiday in Calgary, Alberta;

" Certificate of Arrangement " means the certificate of arrangement or proof of filing to be issued by the Registrar pursuant to section 193(10) or section 193(11) of the ABCA in respect of the Articles of Arrangement giving effect to the Arrangement;

" Corporation " means Wolverine Energy and Infrastructure Inc., a corporation subsisting under the laws of the Province of Alberta;

" Corporation Articles of Amendment " means the articles of amendment of the Corporation in the form attached as Exhibit "1" to this Plan of Arrangement, providing for the amendment of the articles of the Corporation to create the New Common Shares and New Preferred Shares;

" Corporation Meeting " means the special meeting or meetings of the Corporation Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Amalgamation Agreement and the Interim Order to consider the Arrangement Resolution;

" Corporation Note " means a promissory note issued by the Corporation in an aggregate principal amount equal to $48,500,000;

" Corporation Shareholders " means the holders of the Current Common Shares;

" Corporation Shares " means, collectively, the Current Common Shares, the New Common Shares and the New Preferred Shares;

" Court " means the Court of Queen's Bench of Alberta or other court, as applicable;

" Current Common Shares " means the Common shares in the capital of the Corporation as constituted as at the date of the Amalgamation Agreement;

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" Current GIP Common Shares " means the GIP Class A Shares in the capital of GIP issued and outstanding as at the time that is immediately prior to the Effective Time;

" Depositary " means Odyssey Trust Company, or such other depositary as may be determined by the Corporation;

" Dissent Rights " means the rights of dissent in respect of the Arrangement described in Article IV of this Plan of Arrangement and the Interim Order;

" Dissenting Shareholders " means the registered holders of Current Common Shares who validly exercise, and have not withdrawn, Dissent Rights;

" Effective Date " means the date shown on the Certificate of Arrangement;

" Effective Time " means 12:01 a.m. (Calgary time) on the Effective Date or such other time on the Effective Date as may be agreed to in writing by Blackheath and the Corporation;

" Final Order " means the final order of the Court approving the Arrangement pursuant to section 193 of the ABCA, in a form acceptable to both the Corporation and Blackheath, each acting reasonably, as contemplated by the Amalgamation Agreement, as such order may be amended by the Court (with the consent of both the Corporation and Blackheath, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and Blackheath, each acting reasonably) on appeal;

" GIP " means Green Impact Partners Inc., a corporation subsisting under the laws of the Province of Alberta;

" GIP Articles of Amendment " means the articles of amendment substantially in the form attached as Exhibit "2" providing for the creation of the GIP Preferred Shares;

" GIP Note " means the promissory note in the aggregate principal amount of $50,000,000 to be issued by GIP to the Corporation in partial exchange for the Current GIP Common Shares as set out in Section 2.3(l) hereof;

" GIP Shareholders " means the holders of the GIP Shares;

" GIP Class A Shares " means class "A" shares in the capital of GIP;

" GIP Class B Shares " means class "B" shares in the capital of GIP;

" GIP Class C Shares " means class "C" shares in the capital of GIP;

" GIP Preferred Shares " means GIP Class A Voting Preferred Shares in the capital of GIP to be created pursuant to Section 2.3(g) hereof;

" GIP Shares " means the GIP Class A Shares, GIP Class B Shares, GIP Class C Shares and GIP Preferred Shares, as applicable;

" Governmental Entity " means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any subdivision,

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commission, agency, board, agent or authority of any of the foregoing; (c) Securities Authorities; or (d) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

" Information Circular " means the notice of the Corporation Meeting and the accompanying Corporation management information circular, including all schedules, appendices and exhibits thereto, to be sent to the Corporation Shareholders in connection with the Corporation Meeting, as amended, supplemented or otherwise modified;

" Interim Order " means the interim order of the Court under subsection 193(4) of the ABCA in a form acceptable to both the Corporation and Blackheath, each acting reasonably, as contemplated by the Amalgamation Agreement providing for, among other things, the calling and holding of the Corporation Meeting, as the same may be amended by the Court (with the consent of both the Corporation and Blackheath, each acting reasonably);

" Law " or " Laws " means all laws (including common law), statutes, by-laws, rules, regulations, principles of law and equity, orders, codes, protocols, guidelines, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term " applicable " with respect to such Laws (including Securities Laws) and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or Parties or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;

" Letter of Transmittal " means the letter of transmittal to be delivered by Blackheath to the shareholders of Blackheath, pursuant to which such Blackheath shareholders shall be required to deliver certificates representing the Blackheath Shares in exchange for certificates representing the Resulting Issuer Shares;

" Liens " means any mortgage, charge, hypothec, prior claim, lien, pledge, assignment for security, security interest, guarantee, right of third parties or other charge, encumbrance, or any collateral securing the payment obligations of any person, as well as any other agreement or arrangement with any similar effect whatsoever;

" New Common Shares " means the Alternate Common shares in the capital of the Corporation to be issued to the Corporation Shareholders along with the New Preferred Shares pursuant to Section 2.3(d) of this Plan of Arrangement;

" New Preferred Shares " means the Class B Voting Preferred Shares in the capital of the Corporation to be issued to the Corporation Shareholders along with New Common Shares pursuant to Section 2.3(d) of this Plan of Arrangement;

" person " includes an individual, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

" Plan of Arrangement ", " hereof ", " herein ", " hereunder " and similar expressions means this plan of arrangement and any amendments, variations or supplements hereto made in accordance with the terms hereof, the Amalgamation Agreement or made at the direction of the Court in the Final Order, with the consent of both the Corporation and Blackheath, each acting reasonably;

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" Registrar " means the Registrar of Corporations or the Deputy Registrar of Corporations duly appointed under section 263 of the ABCA;

" Resulting Issuer " means Blackheath after giving effect to the Arrangement;

" Resulting Issuer Shares " means the common shares in the capital of the Resulting Issuer, as constituted after giving effect to the Blackheath Consolidation and the Arrangement;

" Securities Authorities " means the securities commissions and other securities regulatory authorities in each of the provinces and territories of Canada;

" SpinCo " means Green Impact Partners Spinco Inc., a corporation subsisting under the laws of the Province of Alberta;

" SpinCo Common Shares " means common shares in the capital of SpinCo;

" SpinCo Note " means a promissory note issued by SpinCo, in an aggregate principal amount equal to $48,500,000;

" SpinCo Preferred Shares " means Preferred Shares in the capital of SpinCo;

" SpinCo Shareholders " means holders of SpinCo Common Shares or SpinCo Preferred Shares, as applicable;

" SpinCo Shares " means the SpinCo Preferred Shares and SpinCo Common Shares;

" Spinout Assets " means those assets of Wolverine and its affiliates to be conveyed to GIP, as described in the Amalgamation Agreement Wolverine Disclosure Letter;

" Subscription Receipt Agreement " means the agreement in respect of the Subscription Receipt Financing, pursuant to which the Subscription Receipts are issued, and establishing the escrow release conditions for such Subscription Receipts;

" Subscription Receipt Financing " means the sale and issuance by BR Subco to investors of up to a maximum of 12,000,000 Subscription Receipts (excluding any Subscription Receipts to be issued pursuant to any over-allotment option), on a private placement basis, at a price of $10.00 per Subscription Receipt, for gross proceeds of up to $120,000,000 (excluding any proceeds attributable to any overallotment option);

" Subscription Receipts " means the subscription receipts to be issued by BR Subco pursuant to the Subscription Receipt Financing. Upon satisfaction of the applicable escrow release conditions, each Subscription Receipt shall be automatically converted prior to the Effective Time, subject to adjustment in certain instances, and without payment of any further consideration, into one BR Subco Share;

" Tax Act " means the Income Tax Act , R.S.C. 1985, c. 1 (5th Supp.);

1.2 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an "Article",

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"Section" or "paragraph" followed by a number and/or a letter refer to the specified Article, Section or paragraph of this Plan of Arrangement.

1.3 Number and Gender

In this Plan of Arrangement, unless the context otherwise requires, words used herein importing the singular include the plural and vice versa. Words importing gender include all genders. The words "include", "includes" and "including" shall be deemed to be followed by the words "without limitation".

1.4 Date of Any Action

In the event that any date on which payments are to be made or any action is required to be taken hereunder by a party hereto is not a business day, such payment shall be required to be made or such action shall be required to be taken on the next succeeding day that is a business day.

1.5 Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in the Letter of Transmittal are local time in Calgary, Alberta unless otherwise stipulated herein or therein.

1.6 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

1.7 Statutory References

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

ARTICLE II ARRANGEMENT

2.1 Preconditions to the Arrangement

(a) Prior to, and as a condition to the filing of the Articles of Arrangement with the Registrar, each of the following shall have occurred:
(i) The board of directors of SpinCo shall have passed a resolution establishing the redemption amount per share of the SpinCo Preferred Shares;
(ii) The board of directors of GIP shall have passed a resolution establishing the redemption amount per share of the GIP Preferred Shares;
(iii) The board of directors of the Corporation shall have passed a resolution establishing the redemption amount per share of the New Preferred Shares;
(iv) The Spinout Assets shall have been conveyed by Wolverine and its affiliates to GIP in accordance with the terms of the Amalgamation Agreement; and

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(v) The Subscription Receipt Financing shall have been completed (other than satisfaction of the escrow conditions required for the conversion of such Subscription Receipts into BR Subco Shares), Subscription Receipt Agreement executed and Subscription Receipts issued.

2.2 Effect of the Arrangement

(a) This Plan of Arrangement is made pursuant to, is subject to the provisions of and forms part of, the Amalgamation Agreement.
(b) This Plan of Arrangement will become effective upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, and be binding upon the Corporation, the Corporation Shareholders, Dissenting Shareholders, Blackheath, BR Subco, GIP, SpinCo, the Depositary and all other persons as and from the Effective Time, without any further act or formality required on the part of any person.
(c) The Articles of Arrangement and the Certificate of Arrangement shall be filed and issued, respectively, with respect to the Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions of Section 2.3 has become effective at the times and in the sequence set out therein.
(d) Other than as expressly provided for herein, no portion of this Plan of Arrangement shall take effect with respect to any party or person until the Effective Time.

2.3 The Arrangement

Commencing at the Effective Time, each of the events set out below shall occur, and be deemed to occur in the following sequence and at the times set out below, without any further act or formality, unless specifically noted:

Dissenting Shareholders – 12:01 a.m. (Calgary time) on the Effective Date

(a) subject to Article IV hereof, the Current Common Shares held by Dissenting Shareholders shall be deemed to have been transferred to the Corporation (free and clear of any Liens) for cancellation and:
(i) such Dissenting Shareholders shall cease to be the holders of such Current Common Shares, and shall cease to have any rights as holders of such Current Common Shares other than the right to be paid the fair value for such Current Common Shares, as set out in Article IV hereof; and
(ii) such Dissenting Shareholders' names shall be removed as the holders of such Current Common Shares from the registers of Current Common Shares maintained by or on behalf of the Corporation;

Exchange of Current Common Shares – 12:02 a.m. (Calgary time) on the Effective Date

(b) the Corporation's share structure will be altered by:
(i) redesignating the Current Common Shares as Alternate Common Shares;

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(ii) creating a new class consisting of an unlimited number of "Common Shares", being the "New Common Shares" as defined herein; and
(iii) creating a new class consisting of an unlimited number of Class B Voting Preferred Shares, being the "New Preferred Shares" as defined herein;
(c) the Corporation's articles will be amended to reflect the alterations in Section 2.3(b) and the Corporation Articles of Amendment will be filed with the Registrar to create the New Common Shares and New Preferred Shares;
(d) The Current Common Shares then outstanding (and redesignated as an Alternate Common Shares) will be exchanged for: (i) an equivalent number of New Common Shares; and (ii) forty-eight million five hundred thousand (48,500,000) New Preferred Share, with such New Common Shares and New Preferred Shares to be held by the then holders of the Current Common Shares, pro rata ; and the holders of the Current Common Shares will be removed from the central securities register of the Corporation as the holders of such shares and will be added to the central securities register of the Corporation as the holders of number of New Common Shares and New Preferred Shares they have received on the exchange and the Corporation will provide the Depositary, as its registrar and transfer agent notice to make the appropriate entries in the central securities register of the Corporation. The aggregate of all of the New Preferred Shares issued in accordance with this Section 2.3(d) shall have an aggregate redemption price and specified amount for the purpose of subsection 191(4) of the Tax Act equal to $48,500,000;
(e) Upon the exchange of the Current Common Shares into New Common Shares and New Preferred Shares in accordance with Section 2.3(d), the aggregate stated capital of the New Preferred Shares is the lesser of (i) $48,500,000 and (ii) the paid up capital of the Current Common Shares, less $1.00 and the stated capital of the New Common Shares shall be equal to the paid up capital of the Current Common Shares less the lesser of amounts (i) and (ii);
(f) All of the New Common Shares and New Preferred Shares issued pursuant hereto will be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the ABCA;

Exchange of GIP Shares – 12:03 a.m. (Calgary time) on the Effective Date

(g) GIP's share structure will be altered by creating a new class consisting of an unlimited number of "Class A Voting Preferred Shares", being the "GIP Preferred Shares" as defined herein.
(h) GIP's articles will be amended to reflect the alterations in Section 2.3(g) and the GIP Articles of Amendment will be filed with the Registrar to create the GIP Preferred Shares.
(i) the Corporation shall exchange all of the Current GIP Common Shares then outstanding for (i) the GIP Note, (ii) 48,500,000 GIP Preferred Shares, and (iii) 29,428,571 GIP Class B Shares. The GIP Preferred Shares will have a redemption amount equal to $1.00 per share and an aggregate stated capital equal to $1.00. The GIP Class B Shares will have an

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aggregate stated capital equal to the stated capital of the Current GIP Common Shares outstanding immediately before the exchange described in this Section 2.3(i), less $1.00;

Transfer of GIP Shares– 12:04 a.m. (Calgary time) on the Effective Date

(j) All of the then outstanding GIP Preferred Shares held by the Corporation shall be, and shall be deemed to be, simultaneously transferred to SpinCo in exchange for 48,500,000 SpinCo Preferred Shares, having a redemption amount of $1.00 per share and an aggregate stated capital of $48,500,000. The Corporation shall cease to be a holder of such GIP Preferred Shares and removed from the register of holders of GIP Preferred Shares; and (ii) SpinCo shall become a holder of such GIP Preferred Shares and the register of holders of GIP Preferred Shares shall be updated to reflect SpinCo as a holder;

Declaration of Fiscal Period End – 12:05 a.m. (Calgary time) on the Effective Date

(k) SpinCo shall and shall be deemed to have a fiscal period end effective at 12:05 am on the Effective Date;

Transfer of New Preferred Shares – 12:06 a.m. (Calgary time) on the Effective Date

(l) Each of the New Preferred Shares issued to former holders of Current Common Shares in accordance with Section 2.3(d) shall be, and shall be deemed to be, simultaneously transferred to SpinCo in exchange for one (1) SpinCo Common Share; and (i) such former holders of Current Common Shares shall cease to be holders of such New Preferred Shares and removed from the register of holders of New Preferred Shares; and (ii) SpinCo shall become a holder of such New Preferred Shares and the register of holders of New Preferred Shares shall be updated to reflect SpinCo as a holder;

Redemption of New Preferred Shares – 12:07 a.m. (Calgary time) on the Effective Date

(m) The New Preferred Shares shall be redeemed by the Corporation in exchange for the Corporation Note;

Redemption of SpinCo Shares – 12:08 a.m. (Calgary time) on the Effective Date

(n) The SpinCo Preferred Shares shall be redeemed by SpinCo in exchange for the SpinCo Note;

Set-Off of SpinCo Note and Corporation Note – 12:09 a.m. (Calgary time) on the Effective Date

(o) Each of the Corporation Note and the SpinCo Note shall be set off against each other and deemed to be repaid in full and cancelled for no additional consideration;

Conversion of Subscription Receipts – 12:10 a.m. (Calgary time) on the Effective Date

(p) The Subscription Receipts shall be converted into BR Subco Shares, in accordance with the terms of the Subscription Receipt Agreement;

Exchange of GIP Preferred Shares – 12:11 a.m. (Calgary time) on the Effective Date

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(q) Spinco shall exchange all of its GIP Preferred Shares for 4,850,000 GIP Class C Shares. $1.00 shall be added to the stated Capital account maintained on respect of the GIP Class C Shares on the exchange.

Amalgamation of SpinCo, GIP and BR Subco – 12:12 a.m. (Calgary time) on the Effective Date

(r) Each of SpinCo, GIP and BR Subco shall be amalgamated and continue as the Amalco in accordance with the terms of the Amalgamation Agreement and the Articles of Amalgamation, including the following:
(i) the registers of transfers of the SpinCo Shares, BR Subco Shares and GIP Shares shall be closed;
(ii) subject to Section 3.1(c), all of the issued and outstanding SpinCo Common Shares immediately before the Amalgamation shall be exchanged for 4,850,000 issued and outstanding fully paid and non-assessable Resulting Issuer Shares which shall be allocated among the SpinCo Shareholders pro rata and thereafter all SpinCo Common Shares so exchanged shall be cancelled without any repayment of capital in respect thereof;
(iii) subject to Section 3.1(c), each one (1) BR Subco Share held by Blackheath outstanding immediately prior to the Effective Time shall be exchanged for one (1) issued and outstanding fully paid and non-assessable Amalco Share and thereafter all BR Subco Shares so exchanged shall be cancelled without any repayment of capital in respect thereof;
(iv) subject to Section 3.1(c), each one (1) BR Subco Share held by former holders of Subscription Receipts, as a result of the conversion thereof, shall be exchanged for one (1) issued and outstanding fully paid and non-assessable Resulting Issuer Share;
(v) subject to subsection 2.1(e), the GIP Shareholders shall cease to be holders of GIP Shares and all of the issued and outstanding GIP Shares immediately before the Amalgamation (other than those held by SpinCo) shall be exchanged for 5,150,000 issued and outstanding fully paid and non-assessable Resulting Issuer Shares;
(vi) as consideration for the issuance of Resulting Issuer Shares to the SpinCo Shareholders, GIP Shareholders (other than SpinCo) and to the BR Subco Shareholders (other than Blackheath) pursuant to the Amalgamation, Amalco shall issue to the Resulting Issuer one (1) fully paid and non-assessable Amalco Share for each Resulting Issuer Share so issued. The aggregate amount added by Amalco to the stated capital of the Amalco Shares in connection with the issuances described in this Section 2.3(r)(vi) shall be equal to the stated capital immediately before this step described in Section 2.3(r), of the SpinCo Shares, the GIP Shares (other than those held by SpinCo) and the BR Subco Shares (other than those held by Blackheath);
(vii) certificates representing: (i) Resulting Issuer Shares issuable to each SpinCo Shareholder; (ii) Resulting Issuer Shares issuable to each BR Subco Shareholder

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(other than Blackheath); and (iii) Resulting Issuer Shares issuable to the GIP Shareholders (other than SpinCo), pursuant to the Amalgamation will, as soon as practicable, but no later than three (3) Business Days following the Effective Date, be:

(A) forwarded to that holder, at the address indicated in the register of shareholders of the Resulting Issuer, by first class mail (postage prepaid); or
(B) made available for pick-up by the holder, if requested in writing by the holder;
(viii) all certificates formerly representing SpinCo Shares, BR Subco Shares (other than BR Subco Shares held by Blackheath) and GIP Shares shall cease to represent a right or claim of any kind or nature whatsoever, except for the right to receive Resulting Issuer Shares in exchange therefor;
(ix) the name of Amalco shall be "Green Impact Operating Corp." or such other name as may be determined by Wolverine;
(x) the Articles of Amalgamation shall be in the form set out in Schedule A to the Amalgamation Agreement;
(xi) The by-laws of Amalco, until repealed, amended or altered, shall be the by-laws of BR SubCo;
(xii) the mailing and delivery addresses of the registered and records office of Amalco shall be Stillman LLP, # 100 Sterling Business, 17420 Stony Plain Rd. NW, Edmonton, Alberta T5S 1K6;
(xiii) Amalco shall be authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, which shall have the rights, privileges, restrictions and conditions set out in the terms of the Amalco Shares set out in Schedule B to the Amalgamation Agreement;
(xiv) No Amalco Shares may be transferred except in compliance with the restrictions set out in the Articles of Amalgamation;
(xv) the number of directors of Amalco, until changed in accordance with the Articles of Amalco, shall be one, and that the first directors of Amalco shall be:

Name	Address
Jesse Douglas	Suite 400 – 2207 4thStreet SW, Calgary, AB T2S 1X1

Such directors shall hold office until the next annual meeting of shareholders of Amalco or until their successors are elected or appointed;

(xvi) the first officers of Amalco shall be:

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Full Name	Office	Prescribed Address
Jesse Douglas	President, CEO	Suite 400 – 2207 4th Street SW, Calgary, AB T2S 1X1
John Paul Smith	Secretary	Suite 400 – 2207 4th Street SW, Calgary, AB T2S 1X1

(xvii) There shall be no restrictions on the business that Amalco may carry on; and

(xviii) The financial year-end of Amalco shall be December 31, until changed by the directors of Amalco.

2.4 Paramountcy

From and after the Effective Time, this Plan of Arrangement shall take precedence and priority over any and all the Corporation Shares issued and outstanding prior to the Effective Time and the terms and conditions thereof and any agreement, certificate or other instrument granting or confirming the grant or issuance of the Corporation Shares, as applicable. The rights of any person who held such securities immediately prior to the Effective Time and the obligations of the Corporation and Blackheath in relation thereto, shall be solely as provided in this Plan of Arrangement.

ARTICLE III

CERTIFICATES, DELIVERY, PAYMENTS AND TAX ELECTIONS

3.1 Certificates and Payments

(a) Recognizing that the Current Common Shares will be exchanged for New Common Shares having the same rights as the Current Common Shares pursuant to Section 2.3(d), the Corporation will not issue replacement share certificates representing the New Common Shares and the existing share certificates representing Current Common Shares shall be deemed to be the replacement share certificates representing New Common Shares.
(b) As soon as practicable following the Effective Date, the Resulting Issuer will deliver or cause to be delivered to the Depositary certificates representing the Resulting Issuer Shares required to be issued to the former GIP Shareholders, SpinCo Shareholders and BR Subco Shareholders pursuant to Section 2.3(r) of this Plan of Arrangement, which certificates will be forwarded to the holder or held by the Depositary as agent and nominee for such holders for pick up in accordance with Section 2.3(r)(vii);
(c) Notwithstanding any other provision of this Arrangement, no fractional Resulting Issuer Shares will be distributed to the shareholders of the Resulting Issuer and, as a result, all fractional amounts arising under this Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. Any Resulting Issuer Shares not distributed as a result of so rounding down will be cancelled by the Resulting Issuer.
(d) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Blackheath Shares, together with

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a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder following the Effective Time, a certificate representing the Resulting Issuer Shares that such holder is entitled to receive in accordance with the terms of this Plan of Arrangement.

(e) From and after the Effective Time, each certificate, agreement or other instrument (as applicable) that immediately prior to the Effective Time represented GIP Shares, SpinCo Shares or BR Subco Shares shall be deemed to represent only the right to receive the consideration in respect of such shares required under this Plan of Arrangement, less any amounts withheld pursuant to Section 3.3 hereof.
(f) No former holder of GIP Shares, SpinCo Shares or BR Subco Shares shall be entitled to receive any consideration with respect to such GIP Shares, SpinCo Shares or BR Subco Shares other than the consideration to which such former holder is entitled to receive in accordance with this Section 3.1 and, as applicable, Article IV. For greater certainty, no such holder with be entitled to receive any interest, dividends, premium or other payment in connection therewith.

3.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding shares that were deemed to be cancelled pursuant to Section 2.3 hereof, 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 deliver in exchange for such lost, stolen or destroyed certificate, the consideration to which the holder is entitled pursuant to this Plan of Arrangement. When authorizing such issuance and delivery in exchange for any lost, stolen or destroyed certificate, the person to whom such consideration is to be paid and delivered shall, as a condition precedent to the delivery of such consideration, give a bond satisfactory to the Resulting Issuer and the Depositary (acting reasonably) in such sum as the Resulting Issuer and the Depositary may direct, or otherwise indemnify the Resulting Issuer and the Depositary in a manner satisfactory to the Resulting Issuer and the Depositary, acting reasonably, against any claim that may be made against the Resulting Issuer and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

3.3 Withholding Rights

The Corporation, the Resulting Issuer and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any holder of GIP Shares, BR Subco Shares or SpinCo Shares under this Plan of Arrangement (including, without limitation, any amounts payable pursuant to Article IV hereof), such amounts as the Corporation, the Resulting Issuer or the Depositary determines, acting reasonably, are required to be deducted and withheld from such consideration in accordance with the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any other applicable law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the person in respect of which such withholding was made, provided that such deducted and withheld amounts are remitted to the appropriate taxing authority.

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3.4 Repayment of GIP Note

As soon as practicable following the Effective Time, Amalco shall cause to be paid to the Corporation all amounts required to repay in full the GIP Note, such payment to be made not later than three (3) business days following the Effective Date.

ARTICLE IV DISSENT RIGHTS

4.1 Dissent Rights

Registered Shareholders may exercise Dissent Rights with respect to the Current Common Shares held by such holders in connection with the Arrangement pursuant to the procedure set forth in section 191 of the ABCA, as modified by the Interim Order, provided that Corporation Shareholders who exercise such Dissent Rights and who:

(a) are ultimately entitled to be paid fair value for their Current Common Shares shall be deemed not to have participated in the transactions in Section 2.2 (other than Section 2.3(a) hereof) and shall be paid an amount equal to such fair value by the Corporation and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Shareholders not exercised their Dissent Rights in respect of such Current Common Shares and they shall be deemed to have transferred their Current Common Shares to the Corporation (free and clear of any Liens) for cancellation; or
(b) are ultimately not entitled, for any reason, to be paid fair value for their Current Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Current Common Shares and shall be entitled to receive the Resulting Issuer Shares contemplated in Section 2.3(r) hereof that such Shareholder would have received pursuant to the Arrangement if such Shareholder had not exercised Dissent Rights, but further provided that in no case shall the Corporation or Blackheath or any other person be required to recognize Corporation Shareholders who exercise Dissent Rights as Corporation Shareholders after 5:00 p.m. (Calgary time) on the day that is two business days immediately preceding the date of the Corporation Meeting (as it may be adjourned or postponed from time to time), and the names of such Corporation Shareholders who exercise Dissent Rights shall be removed from the registers of Current Common Shares at the Effective Time in accordance with Section 2.3(a)(ii) hereof.

In addition to any other restrictions under section 191 of the ABCA, none of the Corporation Shareholders who vote or have instructed a proxyholder to vote their Current Common Shares in favor of the Arrangement Resolution, shall be entitled to exercise Dissent Rights.

ARTICLE V AMENDMENT

5.1 Amendment of this Plan of Arrangement

(a) The Corporation reserves the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that any amendment, modification or supplement must be contained in a written document

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which is: (i) filed with the Court and, if made following the Corporation Meeting, approved by the Court; and (ii) communicated to the Corporation Shareholders in the manner required by the Court (if so required).

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Corporation at any time prior to or at the Corporation Meeting with or without any other prior notice or communication and, if so proposed and accepted, in the manner contemplated and to the extent required by the Amalgamation Agreement, by the Corporation Shareholders, shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement which is approved or directed by the Court following the Corporation Meeting shall be effective only: (i) if it is consented to by both the Corporation and Blackheath (each acting reasonably); and (ii) if required by the Court or applicable law, it is consented to by the Corporation Shareholders.
(d) This Plan of Arrangement may be amended, modified or supplemented following the Effective Time unilaterally by the mutual determination of each of the Corporation and Blackheath, provided that it concerns a matter that, in the reasonable opinion of each of the Corporation and Blackheath, 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 Corporation Shareholder.

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EXHIBIT "1"

CORPORATION ARTICLES OF AMENDMENT

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BUSINESS CORPORATIONS ACT

Alberta

ARTICLES OF AMENDMENT

1. Name of Corporation


Name of Corporation	2. Corporate Access Number
WOLVERINE ENERGY AND INFRASTRUCTURE INC.	2020887838

3. Pursuant to subsections 173(1)(d) and (e) of the Business Corporations Act (Alberta), the share capital of the Corporation is hereby amended:

(i) by redesignating the existing Common Shares as "Alternate Common Shares", and attaching to the Alternate Common Shares the rights, privileges, restrictions and conditions as set out in the Schedule of Share Provisions attached hereto; and
(ii) by increasing the capital of the Corporation by the creation of two (2) additional classes of shares, to be designated as "Common Shares" and "Class B Voting Preferred Shares", each in an unlimited number, each such Common Shares and Class B Voting Preferred Shares having the respective rights, privileges, restrictions and conditions as set out in the Schedule of Share Provisions attached hereto;

so that the share capital of the Corporation shall be amended to read as set out in the Schedule of Share Provisions attached hereto.

4. DATE February ___, 2021	4. DATE February ___, 2021
	4. DATE February ___, 2021	SIGNATURE	TITLE Solicitor

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SCHEDULE OF SHARE PROVISIONS

The Corporation is authorized to issue an unlimited number of Alternate Common Shares, an unlimited number of Common Shares, an unlimited number of Preferred Shares, issuable in series, and an unlimited number of Class B Voting Preferred Shares.

The Alternate Common Shares and Common Shares (collectively, the " Voting Common Shares ") shall be subject to the following rights, privileges, restrictions and conditions:

(a) The holders of Voting Common Shares shall be entitled to receive notice of, attend at and vote at all meetings of shareholders on the basis of one vote for each share held.
(b) The holders of Voting Common Shares shall, subject to the rights, privileges, restrictions and conditions attached to any other class of shares of the Corporation, be entitled to receive dividends as and if declared by the board of directors. Each class of Voting Common Shares need not rank equally nor be treated equally in the declaration or payment of dividends and the directors of the Corporation shall have full and absolute discretion to declare and pay dividends on one or more classes of Voting Common Shares to the exclusion of one or more other classes of Voting Common Shares or in different amounts to one or more classes of Voting Common Shares, provided that all dividends paid on any particular class of Voting Common Shares shall be paid in proportion to the number of shares of such class that are held by each shareholder.
(c) In the event of liquidation, dissolution or winding-up of the Corporation or other distribution of assets or property of the Corporation among shareholders for the purpose of winding-up its affairs, the holders of Alternate Common Shares and Common Shares shall, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, be entitled to share, equally on a pro rata basis, according to the number of shares held, in the remaining property of the Corporation.

The Preferred Shares shall be subject to the following rights, privileges, restrictions and conditions:

(a) The directors of the Corporation may at any time and from time to time issue Preferred Shares in one or more series, each series to consist of such number of Preferred Shares as may before issuance thereof be determined by the directors.
(b) The directors of the Corporation shall, from time to time fix, before issuance of any Preferred Shares of a particular series, the rights, privileges, restrictions and conditions to which the Preferred Shares of the particular series shall be subject.

The Class B Voting Preferred Shares shall be subject to the following rights, privileges, restrictions and conditions:

(a) The holders of Class B Voting Preferred Shares shall be entitled to receive notice of, attend at and vote at all meetings of shareholders on the basis of one vote for each share held.

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4 -
(b) The holders of Class B Voting Preferred Shares shall, subject to the rights, privileges, restrictions and conditions attached to the Preferred Shares, be entitled to receive dividends as and if declared by the board of directors.
(c) In the event of a liquidation, dissolution or winding-up of the Corporation or any other distribution by way of return of capital, the holders of Class B Voting Preferred Shares shall be entitled to receive an amount equal to the Redemption Amount per Class B Voting Preferred Share together with any declared but unpaid dividends prior to any payment or distribution to the holders of Alternate Common Shares and Common Shares. The holders of Class B Voting Preferred Shares shall not be entitled to share any further in the distribution of the property or assets of the Corporation except to the extent hereinbefore provided.
(d) The Class B Voting Preferred Shares, or any part thereof, shall be subject to redemption or purchase, at an amount equal to $1.00 per share (the " Redemption Amount "), plus any declared but unpaid dividends, at any time, at the option of the directors of the Corporation, without the consent of the holders thereof, and if less than the whole of the outstanding Class B Voting Preferred Shares shall be so redeemed or purchased, the shares to be redeemed or purchased shall be selected in such manner as the directors of the Corporation may determine. If the Corporation intends to redeem or purchase the Class B Voting Preferred Shares held by any holder thereof, it shall deliver to such holder written notice of such intention, the number of such Class B Voting Preferred Shares to be redeemed or purchased, and the business day specified for redemption or purchase (the " Redemption Date "). Upon receipt of a share certificate or certificates representing the Class B Voting Preferred Shares which the Corporation intends to redeem or purchase, the Corporation shall, on the Redemption Date, redeem or purchase such Class B Voting Preferred Shares by paying to the registered holder hereof an amount equal to the Redemption Amount per share for each Class B Voting Preferred Share being redeemed or purchased plus all declared but unpaid dividends thereon. Such payment shall be made by cash, cheque, wire transfer, or demand promissory note at the option of the Corporation. The said Class B Voting Preferred Shares shall be redeemed or purchased on the Redemption Date and from and after that date such shares shall cease to be entitled to dividends, and the holder thereof shall not be entitled to exercise any of the rights of holders of Class B Voting Preferred Shares in respect thereof unless payment of the Redemption Amount for each Class B Voting Preferred Share being redeemed or purchased plus any declared but unpaid dividends is not paid on the Redemption Date in which event the rights of the holders of the said Class B Voting Preferred Shares shall remain unaffected.

For the purposes of subsection 191(4) of the Income Tax Act (Canada), the amount specified in respect of each Class B Voting Preferred Share shall be equal to the Redemption Amount per Class B Voting Preferred Share.

(e) Each holder of Class B Voting Preferred Shares shall be entitled to require the Corporation to redeem or purchase at any time all or any of the Class B Voting Preferred Shares registered in the name of such holder on the books of the Corporation by tendering to the Corporation at its registered office the share certificate or certificates representing

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the Class B Voting Preferred Shares which such registered holder desires to have the Corporation redeem or purchase, together with the request in writing specifying that such registered holder desires to have the said Class B Voting Preferred Shares represented by such certificate or certificates redeemed or purchased by the Corporation, and stating the business day (hereinafter called the " Retraction Date ") on which such registered holder desires to have the Corporation redeem or purchase such shares. Upon receipt of a share certificate or certificates representing the Class B Voting Preferred Shares which such registered holder desires to have the Corporation redeem or purchase, together with such a request, the Corporation shall, on the Retraction Date, redeem or purchase such Class B Voting Preferred Shares by paying to such registered holder an amount equal to the Redemption Amount per share for each Class B Voting Preferred Share being redeemed or purchased plus all declared but unpaid dividends thereon. Such payment shall be made by cash, cheque, wire transfer, or demand promissory note at the option of the Corporation. The said Class B Voting Preferred Shares shall be redeemed or purchased on the Retraction Date and from and after that date such shares shall cease to be entitled to dividends, and the holder thereof shall not be entitled to exercise any of the rights of holders of Class B Voting Preferred Shares in respect thereof unless payment of the Redemption Amount for each Class B Voting Preferred Share being redeemed or purchased plus any declared but unpaid dividends is not paid on the Retraction Date in which event the rights of the holders of the said Class B Voting Preferred Shares shall remain unaffected.

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EXHIBIT "2"

GIP ARTICLES OF AMENDMENT

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BUSINESS CORPORATIONS ACT

Alberta ARTICLES OF AMENDMENT

1. Name of Corporation


Name of Corporation	2. Corporate Access Number
GREEN IMPACT PARTNERS INC.	2023029008

3. Pursuant to subsections 173(1)(d) of the Business Corporations Act (Alberta), the share capital of the Corporation is hereby amended:

(i) by increasing the capital of the Corporation by the creation of one (1) additional class of shares, to be designated as "Class A Voting Preferred Shares", in an unlimited number, such Class A Voting Preferred Shares having attached thereto the respective rights, privileges, restrictions and conditions, as set out in the attached Schedule of Share Structure;

so that the share capital of the Corporation shall be amended to read as set out in the Schedule of Share Structure attached hereto as Schedule 'A'.

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4. DATE SIGNATURE TITLE
February ___, 2021 Solicitor
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Schedule 'A' - SCHEDULE OF SHARE STRUCTURE

The Corporation is authorized to issue:

(a) an unlimited number of Class "A" shares;
(b) an unlimited number of Class "B" shares;
(c) an unlimited number of Class "C" shares;
(d) an unlimited number of Class "D" shares;
(e) an unlimited number of Class "E" shares;
(f) an unlimited number of Class "F" shares; and
(g) an unlimited number of Class A Voting Preferred Shares.

Class "F" shares may be issued in one or more series.

Voting

Subject to the rights of holders of Class "F" shares, the holders of Class "A", Class "B" and Class "C" shares and Class A Voting Preferred Shares are entitled to vote at all meetings of the shareholders of the Corporation except meetings at which only holders of a specified class of shares are, by the provisions of the Business Corporations Act (Alberta), entitled to vote.

The rights of holders of Class "F" shares to vote at meetings of the shareholders of the Corporation are as determined by the directors at the time the shares are issued.

Dividends

Subject to the rights of holders of Class "F" shares, the holders of Class "A", Class "B", Class "C", Class "D", Class "E" shares and Class A Voting Preferred Shares are entitled to receive dividends as and when declared by the directors, acting in their sole discretion, which dividends may be declared on one class of shares wholly or partially to the exclusion of the other classes of shares.

The rights of holders of Class "F" shares to receive dividends are as determined by the directors at the time the shares are issued.

Rights on Liquidation

Subject to the rights of holders of Class "F" shares and Class A Voting Preferred Shares, the holders of each share of Class "A", Class "B", Class "C", Class "D", and Class "E" shares are entitled to receive, rateably among all shares of all classes, the assets of the Corporation should the Corporation be wound-up or otherwise liquidated.

In the event of a liquidation, dissolution or winding-up of the Corporation or any other distribution by way of return of capital, the holders of Class A Voting Preferred Shares shall be entitled to receive an amount equal to the Redemption Amount per Class A Voting Preferred Share together with any declared but unpaid dividends prior to any payment or distribution to the holders of any other class of shares of the

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Corporation. The holders of Class A Voting Preferred Shares shall not be entitled to share any further in the distribution of the property or assets of the Corporation except to the extent hereinbefore provided;

The rights of holders of Class "F" shares to participate in the assets of the Corporation should the Corporation be wound-up or otherwise liquidated are as determined by the directors at the time the shares are issued.

Redemption and Retraction

The Class A Voting Preferred Shares, or any part thereof, shall be subject to redemption or purchase, at an amount equal to $1.00 per share (the " Redemption Amount "), plus any declared but unpaid dividends, at any time, at the option of the directors of the Corporation, without the consent of the holders thereof, and if less than the whole of the outstanding Class A Voting Preferred Shares shall be so redeemed or purchased, the shares to be redeemed or purchased shall be selected in such manner as the directors of the Corporation may determine.

Each holder of Class A Voting Preferred Shares shall be entitled to require the Corporation to redeem or purchase at any time all or any of the Class A Voting Preferred Shares registered in the name of such holder on the books of the Corporation by tendering to the Corporation at its registered office the share certificate or certificates representing the Class A Voting Preferred Shares which such registered holder desires to have the Corporation redeem or purchase, together with the request in writing specifying that such registered holder desires to have the said Class A Voting Preferred Shares represented by such certificate or certificates redeemed or purchased by the Corporation, and stating the business day (hereinafter called the " Redemption Date ") on which such registered holder desires to have the Corporation redeem or purchase such shares. Upon receipt of a share certificate or certificates representing the Class A Voting Preferred Shares which such registered holder desires to have the Corporation redeem or purchase, together with such a request, the Corporation shall, on the Redemption Date, redeem or purchase such Class A Voting Preferred Shares by paying to such registered holder an amount equal to the Redemption Amount per share for each Class A Voting Preferred Share being redeemed or purchased plus all declared but unpaid dividends thereon. Such payment shall be made by cheque payable at par at any branch of the Corporation's bankers for the time being in Canada. The said Class A Voting Preferred Shares shall be redeemed or purchased on the Redemption Date and from and after that date such shares shall cease to be entitled to dividends, and the holders thereof shall not be entitled to exercise any of the rights of holders of Class A Voting Preferred Shares in respect thereof unless payment of the Redemption Amount for each Class A Voting Preferred Share being redeemed or purchased plus any declared but unpaid dividends is not paid on the Redemption Date in which event the rights of the holders of the said Class A Voting Preferred Shares shall remain unaffected.

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AI assistant

Green Impact Partners Inc. — M&A Activity 2021

46882_rns_2021-02-24_40e90196-354c-49a2-a93f-ef6f3098ac40.PDF

AMALGAMATION AND ARRANGEMENT AGREEMENT -- CAUTIONARY NOTE FOR READERS

AMALGAMATION AND ARRANGEMENT AGREEMENT

BLACKHEATH RESOURCES INC.

GREEN IMPACT OPERATING CORP.

WOLVERINE ENERGY AND INFRASTRUCTURE INC.

GREEN IMPACT PARTNERS SPINCO INC.

GREEN IMPACT PARTNERS INC.

TABLE OF CONTENTS

Page

AMALGAMATION AND ARRANGEMENT AGREEMENT

RECITALS

ARTICLE 1 DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

“ GIP Shares ” means common shares in the capital of GIP;

1.2 Headings, etc.

1.3 Number and Gender

1.4 Date for any Action

1.5 Statutory References

1.6 Currency

1.7 Invalidity of Provisions

1.8 Accounting Matters

1.9 Knowledge

1.10 Meaning of “Ordinary and Regular Course of Business”

1.11 Schedules

ARTICLE 2 THE WOLVERINE ARRANGEMENT AND THE AMALGAMATION

2.1 Terms of the Wolverine Arrangement and the Amalgamation

2.2 Share Certificates

2.3 Closing

2.4 Name of Amalco

2.5 Articles of Amalgamation

2.6 By-Laws

2.7 Registered Office of Amalco

2.8 Authorized Share Structure of Amalco

2.9 Restrictions on Share Transfers

2.10 Number and Identity of Initial Directors of Amalco

2.11 First Officers of Amalco

2.12 Restrictions on Business

2.13 Financial Year-End of Amalco

2.14 Stated Capital

2.15 Effect of Amalgamation

2.16 U.S. Securities Law Matters

2.17 Consultation

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Blackheath and BR Subco

(ii) U.S. Securities Law Matters.

3.2 Representations and Warranties of Wolverine, SpinCo and GIP

Organization - SpinCo.

(t) Environmental.

3.3 Survival of Representations and Warranties

ARTICLE 4 COVENANTS

4.1 Covenants of Blackheath and BR Subco

4.2 Covenants of Wolverine

4.3 Mutual Covenants of Wolverine and Blackheath

(d) Completion of Transaction.

ARTICLE 5 CONDITIONS

5.1 Mutual Conditions in Favour of Wolverine and Blackheath

5.2 Blackheath Conditions

5.3 Wolverine Conditions

5.4 Notice and Cure Provisions

5.5 Merger of Conditions

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment

6.2 Termination

ARTICLE 7 GENERAL

7.1 Notices

7.2 Equitable Relief

7.3 Expenses

7.4 Time of the Essence

7.5 Entire Agreement

7.6 Further Assurances

7.7 Governing Law

7.8 Execution in Counterparts

7.9 Waiver

7.10 No Personal Liability

7.11 Enurement and Assignment

[EXECUTION PAGE FOLLOWS]

BLACKHEATH RESOURCES INC.

Green Impact Partners Inc. M&A Activity 2021