Guyana Goldfields Inc. — M&A Activity 2020

May 22, 2020

AMENDING AGREEMENT

THIS AMENDING AGREEMENT (the “ Amending Agreement ”) is made as of May 16,

2020,

BETWEEN:

SILVERCORP METALS INC. ,

a corporation existing under the laws of the Province of British Columbia

(the “ Purchaser ”)

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GUYANA GOLDFIELDS INC. ,

a corporation existing under the laws of Canada

(the “ Company ”)

WHEREAS the Purchaser and the Company (collectively, the “ Parties ”) are parties to an arrangement agreement (the “ Arrangement Agreement ”) dated as of April 26, 2020;

AND WHERES pursuant to Section 8.1 of the Arrangement Agreement the Parties may amend the Arrangement Agreement and the Plan of Arrangement at any time and from time to time prior to the Effective Time by mutual written agreement of the Parties;

AND WHEREAS the Parties wish to amend the Arrangement Agreement and the Plan of Arrangement on the terms and conditions set forth herein;

AND WHEREAS the Arrangement Agreement and Plan of Arrangement, as amended by this Amending Agreement, will be filed with the Court in connection with the application for the Interim Order;

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

1. Definitions. Capitalized terms used in this Amending Agreement will, unless otherwise defined herein, have the meanings attributed to such terms in the Arrangement Agreement.

2. Amendments to the Arrangement Agreement.

3. (i) The form of the Plan of Arrangement set out in Schedule A to the Arrangement Agreement is hereby deleted and replaced in its entirety with the text of Schedule A of this Amending Agreement.

4. (ii) The definition of “Consideration” in Section 1.1 of the Arrangement Agreement is hereby deleted and replaced in its entirety with the following:

“ Consideration ” means, in respect of each Common Share, the cash and Purchaser Common Shares that the holder of such Common Share is entitled to receive pursuant to and in accordance with the Plan of Arrangement.

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  - (iii) Subsection 7.4(a) of the Arrangement Agreement is hereby deleted and replaced in its entirety with the following:

     - (a) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, (a) if this Agreement is terminated pursuant to Section 7.2(a)(ii)(A) [ _Failure of Shareholders to Approve_ ], the Company shall pay $500,000 (the “ **Expense Reimbursement Amount** ”) to the Purchaser as reimbursement for costs and expenses incurred by or on behalf of the Purchaser in connection with this Agreement and the transactions contemplated hereby and (b) if a Termination Amount Event occurs, the Company shall pay $9,000,000 (the “ **Termination Amount** ”) to the Purchaser in consideration for the disposition of the Purchaser’s rights under this Agreement in accordance with Section 7.4(c).

1. Continuing Effect. Each of the Parties acknowledges and agrees that the Arrangement Agreement, as amended by this Amending Agreement, continues in full force and effect and is hereby confirmed.

2. Severability. If any provision of this Amending Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Amending Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Amending Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

3. Governing Law. This Amending Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

4. Counterparts. This Amending Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Amending Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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IN WITNESS WHEREOF , the Parties have caused this Amending Agreement to be duly executed by their respective authorized officers thereunto duly authorized.

SILVERCORP METALS INC.

By: (signed) “Lon Shaver” Name: Lon Shaver Title: Vice President

GUYANA GOLDFIELDS INC.

By: (signed) “Alan Pangbourne” Name: Alan Pangbourne Title: President & CEO

SCHEDULE A PLAN OF ARRANGEMENT

Please see attached.

PLAN OF ARRANGEMENT PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“ Arrangement ” means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations made in accordance with the terms of the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement made as of April 26, 2020 between the Purchaser and the Company (including the Schedules thereto), as amended on May16, 2020 and as it may be amended, modified or supplemented from time to time in accordance with its terms.

“ Arrangement Resolution ” means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting by the Company Shareholders entitled to vote thereon pursuant to the Interim Order.

“ Articles of Arrangement ” means the articles of arrangement of the Company in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form satisfactory to the Company and the Purchaser, each acting reasonably.

“ Business Day ” means any day of the year, other than a Saturday, a Sunday or any day on which major banks are closed for business in Vancouver, British Columbia or Toronto, Ontario.

“ Cash Consideration ” means $0.25 in cash.

“ CBCA ” means the Canada Business Corporations Act .

“ Certificate of Arrangement ” means the certificate of arrangement issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

“ Common Shares ” means, at any time, the outstanding common shares in the capital of the Company.

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“ Company ” means Guyana Goldfields Inc., a corporation existing under the laws of Canada.

“ Company DSU Plans ” means, collectively, (i) the Company’s cash or share settled deferred share unit plan approved by the Board on February 23, 2017 and by the Company Shareholders on May 2, 2017, in respect of Company DSUs issued prior to January 1, 2020, and (ii) the Company’s cash settled 2020 deferred share unit plan approved by the Board on February 28, 2020, in respect of Company DSUs issued on or after January 1, 2020.

“ Company DSUs ” means, at any time, the outstanding deferred share units issued pursuant to the Company DSU Plans.

“ Company Meeting ” means the annual and special meeting of Company Shareholders, including any adjournment or postponement of such annual and special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser.

“ Company Options ” means the outstanding options to purchase Common Shares issued pursuant to the Company Stock Option Plan.

“ Company RSU Plans ” means, collectively, (i) the Company’s cash settled restricted share unit plan approved by the Board on February 23, 2017, in respect of Company RSUs issued prior to January 1, 2020, and (ii) the Company’s cash settled 2020 restricted share unit and performance share unit plan approved by the Board on February 28, 2020, in respect of Company RSUs issued on or after January 1, 2020.

“ Company RSUs ” means, collectively, at any time, the outstanding restricted share units and performance share units issued pursuant to the Company RSU Plans.

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

“ Company Stock Option Plan ” means the stock option plan last approved by Company Shareholders on May 1, 2018.

“ Consideration ” means the Cash Consideration and the Share Consideration.

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

“ Depositary ” means such Person as the Purchaser may appoint to act as depositary for the Common Shares in relation to the Arrangement, with the approval of the Company, acting reasonably.

“ Director ” means the Director appointed pursuant to Section 260 of the CBCA.

“ Dissent Rights ” has the meaning specified in Section 3.1(a).

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“ Dissenting Share ” has the meaning specified in Section 2.3(d)(i).

“ Dissenting Shareholder ” means a registered Company Shareholder who has validly exercised his, her or its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder.

“ DRS Statement ” means a direct registration system advice statement.

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

“ Effective Time ” means 12:01 a.m. on the Effective Date, or such other time on the Effective Date as the Company and the Purchaser may agree in writing.

“ Final Order ” means the final order of the Court made pursuant to section 192 of the CBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, anti-trust, foreign investment, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

“ Interim Order ” means the interim order of the Court made pursuant to section 192 of the CBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“ Letter of Transmittal ” means the letter of transmittal sent to Company Shareholders for use in connection with the Arrangement.

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“ Lien ” means any mortgage, charge, pledge, hypothec, security interest, lien (statutory or otherwise), or adverse right or claim, or other third party interest or encumbrance of any kind.

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

“ Plan of Arrangement ” means this plan of arrangement and any amendments or variations made in accordance with the Arrangement Agreement or Section 5.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Purchaser ” means Silvercorp Metals Inc., a corporation existing under the laws of the Province of British Columbia.

“ Purchaser Common Share ” means a common share in the capital of the Purchaser.

“ Share Consideration ” means 0.1849 of a Purchaser Common Share.

“ Tax Act ” means the Income Tax Act (Canada).

“ Total Consideration ” means $1.30.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

• (a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

• (b) Currency. All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.

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

• (d) Certain Phrases, etc. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

• (e) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

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

• (g) Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement Agreement

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

2.2 Binding Effect

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, shall become effective, and be binding on the Purchaser, the Company, all holders and beneficial owners of Common Shares, Company Options, Company RSUs and Company DSUs, including Dissenting Shareholders, the registrar and transfer agent of the Company, the Depositary and all other Persons, at and after the Effective Time without any further act or formality required on the part of any Person.

2.3 Arrangement

Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following sequence in each case, except where stated otherwise, without any further authorization, act or formality of or by the Company, the Purchaser or any other Person:

• (a) at the Effective Time:

• (i) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be assigned and transferred to the Company by the holder thereof in exchange for a cash payment from the Company equal to the amount (if any) by which the Total Consideration exceeds the exercise price of such Company Option less applicable withholdings, and such Company Option and the Company Stock Option Plan shall immediately be cancelled;

• (ii) with respect to each Company Option assigned and transferred to the Company pursuant to Section 2.3(a)(i), the holder of such Company Option will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration (if any) such holder is entitled to receive pursuant to Section 2.3(a)(i)) and the name of the holder thereof will be removed from the applicable securities register of the Company; and

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• (iii) the Company Stock Option Plan and all agreements relating to Company Options will be terminated and of no further force and effect;

• (b)

• concurrent with the steps in Section 2.3(a):

• (i) each Company DSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be cancelled in exchange for a cash payment from the Company equal to the Total Consideration less applicable withholdings;

• (ii) with respect to each Company DSU cancelled pursuant to Section 2.3(b)(i), the holder of such Company DSU will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration such holder is entitled to receive pursuant to Section 2.3(b)(i)) and the name of the holder thereof will be removed from the applicable securities register of the Company; and

• (iii) the Company DSU Plans and all agreements relating to Company DSUs will be terminated and of no further force and effect;

• (c) concurrent with the steps in Sections 2.3(a) and 2.3(b):

• (i) each Company RSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be cancelled in exchange for a cash payment from the Company equal to the Total Consideration less applicable withholdings;

• (ii) with respect to each Company RSU cancelled pursuant to Section 2.3(c)(i), the holder of such Company RSU will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration such holder is entitled to receive pursuant to Section 2.3(c)(i)) and the name of the holder thereof will be removed from the applicable securities register of the Company; and

• (iii) the Company RSU Plans and all agreements relating to Company RSUs will be terminated and of no further force and effect;

• (d) immediately after the steps in Section 2.3(a), 2.3(b) and 2.3(c):

• (i) each Common Share held by a Dissenting Shareholder who is ultimately determined to be entitled to be paid the fair value of his, her or its Common Shares in accordance with Article 3 (a “ Dissenting Share ”) shall be and shall be deemed to have been transferred to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser in an amount equal to the fair value of such Dissenting Share determined and payable in accordance with Article 3; and

• (ii) with respect to each Dissenting Share transferred to the Purchaser pursuant to Section 2.3(d)(i), (A) the holder of such Dissenting Share will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive fair value of such Dissenting Share in

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accordance with Article 3) and the name of the holder thereof will be removed from the applicable securities register of the Company and (B) the Purchaser shall be and shall be deemed to be the transferee of such Dissenting Share (free and clear of all Liens) and will be entered in the applicable securities register of the Company as the sole holder thereof; and

• (e) concurrent with the steps in Section 2.3(d):

• (i) each Common Share outstanding immediately prior to the Effective Time (other than Dissenting Shares and Common Shares directly owned by the Purchaser) shall be and shall be deemed to be transferred to the Purchaser (free and clear of all Liens) in exchange for the Consideration less applicable withholdings; and

• (ii) with respect to each Common Share transferred to the Purchaser pursuant to Section 2.3(e)(i), (A) the holder of such Common Share will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration such holder is entitled to receive pursuant to Section 2.3(e)(i)) and the name of the holder thereof shall be removed from the applicable securities register of the Company and (B) the Purchaser shall be and shall be deemed to be the transferee of such Common Share (free and clear of all Liens) and will be entered in the applicable securities register of the Company as the sole holder thereof.

2.4 No Fractional Shares and Rounding of Cash Consideration

• (a) In no event shall any holder of Common Shares be entitled to receive a fractional Purchaser Common Share under this Plan of Arrangement. Where the aggregate number of Purchaser Common Shares to be issued to a Company Shareholder as consideration under this Plan of Arrangement would result in a fraction of a Purchaser Common Share being issuable, the number of Purchaser Common Shares to be issued to such Company Shareholder shall be rounded down to the closest whole number and, in lieu of the issuance of a fractional Purchaser Common Share thereof, such Company Shareholder will receive a cash payment in Canadian dollars from the Purchaser (rounded down to the nearest cent) determined on the basis of an amount equal to (i) $5.68 multiplied by (ii) such fractional share amount.

• (b) If the aggregate cash amount a Company Shareholder is entitled to receive pursuant to Section 2.3(e) would otherwise include a fraction of $0.01, then the aggregate cash amount such Company Shareholder shall be entitled to receive shall be rounded down to the nearest whole $0.01.

2.5 Adjustments to Share Consideration

The number of Purchaser Common Shares, if any, that a Company Shareholder is entitled to receive pursuant to Section 2.3 shall be adjusted to reflect fully the effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into Common Shares, other than stock dividends paid in lieu of ordinary course

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dividends not to exceed US$0.0125 per Purchaser Common Share), consolidation, reorganization, recapitalization or other like change with respect to Common Shares occurring after the date of the Arrangement Agreement and prior to the Effective Time.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

• (a) Registered holders of Common Shares may exercise rights of dissent (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in Section 190 of the CBCA, as modified by the Interim Order and this Section 3.1; provided that, notwithstanding subsection 190(5) of the CBCA, the written objection to the Arrangement Resolution referred to in subsection 190(5) of the CBCA must be received by the Company not later than 5:00 p.m. on the Business Day which is two Business Days prior to the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who duly exercise their Dissent Rights and who:

• (i) are ultimately determined to be entitled to be paid fair value by the Purchaser for the Common Shares in respect of which they have exercised Dissent Rights shall be and shall be deemed to have irrevocably transferred such Common Shares to the Purchaser pursuant to Section 2.3(d) in consideration of the fair value of such Common Shares determined as of the close of business on the day before the Arrangement Resolution was adopted; or

• (ii) are not ultimately determined, for any reason, to be paid fair value by the Purchaser for the Common Shares in respect of which they have exercised Dissent Rights shall be and shall be deemed to have participated in the Arrangement on the same basis as a Company Shareholder who has not exercised Dissent Rights and shall be entitled to receive only the consideration that such Company Shareholder would have been entitled to receive pursuant to Section 2.3(e) if such Company Shareholder had not exercised Dissent Rights,

and in no case will the Company, the Purchaser or any other Person be required to recognize such Dissenting Shareholders as holders of Common Shares after the completion of the steps set forth in Section 2.3(d) or 2.3(e), as the case may be, and each Dissenting Shareholder will cease to be entitled to the rights of a shareholder in respect of the Common Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Common Shares as and from the Effective Time.

• (b) For greater certainty, only registered holders of Company Shares shall be entitled to exercise Dissent Rights and, in addition to any other restrictions under Section 190 of the CBCA, neither (i) holders of Company Options, Company DSUs or Company RSUs or (ii) Company Shareholders who vote or have instructed a proxyholder to vote such holder’s Common Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights.

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ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Deposit Rules and Procedures

• (a) At or before the Effective Time, the Purchaser shall deposit or cause to deposited with the Depositary:

• (i) the aggregate amount of cash that Company Shareholders are entitled to receive under Section 2.3(e); and

• (ii) one or more certificates or DRS Statements representing the aggregate number of Purchaser Common Shares that Company Shareholders are entitled to receive under Section 2.3(e).

• (b) As soon as practicable following the later of the Effective Time and the surrender by a Company Shareholder to the Depositary of a certificate which immediately prior to the Effective Time represented outstanding Common Shares that were transferred to the Purchaser pursuant to Section 2.3(e), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the former holder of such Common Shares will be entitled to receive in exchange therefor (i) a cheque for the aggregate Cash Consideration that such holder is entitled to receive pursuant to Section 2.3(e) and (ii) a certificate or DRS Statement representing the number of Purchaser Common Shares that such holder is entitled to receive pursuant to Section 2.3(e), less, in each case, any amounts withheld pursuant to Section 4.3, and any certificate so surrendered shall forthwith be cancelled.

• (c) Subject to Section 4.4, until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented Common Shares that were transferred under Section 2.3(e) shall be deemed after the Effective Time to represent only the right to receive (i) a cheque for the aggregate Cash Consideration that the former holder of such Common Shares is entitled to receive pursuant to Section 2.3(e) and (ii) a certificate or DRS Statement representing the number of Purchaser Common Shares the former holder of such Common Shares is entitled to receive pursuant to Section 2.3(e), less, in each case, any amounts withheld pursuant to Section 4.3.

• (d) As soon as practicable following the Effective Time, the Company shall pay to each former holder of Company Options, Company DSUs and Company RSUs the aggregate amount of cash, if any, less, in each case, any amounts withheld pursuant to Section 4.3, such holder is entitled to receive pursuant to Sections 2.3(a), 2.3(b) and 2.3(c), as applicable, either (i) pursuant to the normal payroll practices and procedures of the Company or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Company is not practicable for such former holder, by cheque (delivered to such former holder at the address of such former holder as reflected on the applicable register maintained by or on behalf of the Company). For the avoidance of doubt, neither a certificate nor a letter of transmittal need be surrendered by a former holder of Company Options, Company DSUs or Company RSUs in order for such former

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holder to receive the cash payment such former holder is entitled to receive pursuant to Sections 2.3(a), 2.3(b) and 2.3(c).

• (e) No holder of Common Shares, Company Options, Company DSUs or Company RSUs shall be entitled to receive any consideration with respect to such Common Shares, Company Options, Company DSUs or Company RSUs other than consideration such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred to the Purchaser pursuant to Section 2.3(e) has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Common Shares, the Depositary shall, in exchange for such lost, stolen or destroyed certificate, deliver to such former holder of Common Shares the Cash Consideration and Share Consideration such Company Shareholder is entitled to receive in respect of such Common Shares pursuant to Section 2.3(e), less, in each case, any amounts withheld pursuant to Section 4.3. When authorizing such payment in relation to any such lost, stolen or destroyed certificate, the former holder of such Common Shares shall, as a condition precedent to the delivery thereof, give a bond satisfactory to the Purchaser and the Depositary (acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Purchaser, the Company and the Depositary in a manner satisfactory to Purchaser, the Company and the Depositary (acting reasonably) against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Withholding Rights

The Purchaser, the Company or the Depositary shall deduct and withhold from any consideration otherwise payable to any Person under this Plan of Arrangement (including, without limitation, any amounts payable to Dissenting Shareholders pursuant to Section 3.1) such taxes or other amounts as the Purchaser, the Company or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act or any provision of any other applicable Law. Where there is not sufficient cash in the consideration otherwise payable to a Company Shareholder to make the applicable withholding, the Purchaser, the Company or the Depositary may sell Purchaser Common Shares otherwise payable to such Company Shareholder on behalf of, and as agent for, the Company Shareholder to fund the required withholding. To the extent that taxes or other 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 amounts are actually remitted to the appropriate taxing authority.

4.4 Extinction of Rights

Any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were acquired by the Purchaser pursuant to Section 2.3(e) and which is not deposited with the Depositary in accordance with the provisions of Section 4.1 on or before the sixth anniversary of the Effective Date shall, on the sixth anniversary of the Effective Date, cease to represent a claim or interest of any kind or nature whatsoever, whether

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as a securityholder or otherwise and whether against the Company, the Purchaser, the Depositary or any other Person. On such date, the Consideration such former holder of Common Shares would otherwise have been entitled to receive shall be and shall be deemed to have been surrendered for no consideration to the Purchaser. Neither the Company, the Purchaser or the Depositary will be liable to any Person in respect of any cash or securities (including any cash or securities previously held by the Depositary in trust for any such former holder) which is forfeited to the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

4.5 Section 85 Election

• (a) A Company Shareholder whose Common Shares are exchanged for the Consideration Shares pursuant to the Arrangement shall be entitled to make an income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a “ Section 85 Election ”) with respect to the exchange by providing the necessary information in accordance with the procedures set out in the tax instruction letter on or before the date 90 days after the Effective Date. Neither the Company, the Purchaser nor any successor corporation shall be responsible for the proper completion of any election form nor, except for the obligation to sign and return duly completed election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of a Company Shareholder to properly complete or file such election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, the Purchaser or any successor corporation may choose to sign and return an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so.

• (b) Upon receipt of a Letter of Transmittal in which a Company Shareholder has indicated that such holder wishes to receive a tax instruction letter, the Purchaser will promptly deliver a tax instruction letter to such holder. The tax instruction letter will provide general instructions on how to make the Section 85 Election with the Purchaser in order to obtain a full or partial tax deferred rollover for Canadian income tax purposes in respect of the sale of the Company Shareholder’s Common Shares to the Purchaser.

ARTICLE 5 AMENDMENTS

5.1 Amendments to Plan of Arrangement

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

• (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to the Company Meeting (provided

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that the Purchaser shall have consented thereto) with or without any other prior notice or communication and, if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

• (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if such amendment, modification or supplement is consented to (i) in writing by each of the Company and the Purchaser (each acting reasonably), and (ii) if required by the Court, by some or all of the Company Shareholders voting in the manner directed by the Court.

• (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any former holder of Common Shares, Company Options, Company DSUs or Company RSUs.

ARTICLE 6 FURTHER ASSURANCES

6.1 Further Assurances

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